Edward Aloysious McDermott III - 01 Jun 2025 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role: Chief Operating Officer
Signature: /s/ Kevan Fisher, Attorney-in-Fact
Issuer symbol: VRNOF
Transactions as of: 01 Jun 2025
Net transactions value: -$17,539
Form type: 4
Filing time: 03 Jun 2025, 21:05:24 UTC
Previous filing: 11 Mar 2025
Next filing: 03 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
McDermott Edward Aloysious III	Chief Operating Officer	224 WEST HILL STREET, SUITE 400, CHICAGO	/s/ Kevan Fisher, Attorney-in-Fact	03 Jun 2025	0001981212

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNOF	Class A Subordinate Voting Shares	Options Exercise	$0	+96,825	+71%	$0.000000	232,459	02 Jun 2025	Direct	F1
transaction	VRNOF	Class A Subordinate Voting Shares	Tax liability	$17,539	-27,839	-12%	$0.6300	204,620	02 Jun 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VRNOF	Restricted Stock Units	Award	$0	+100,931	+41%	$0.000000	345,676	01 Jun 2025	Class A Subordinate Voting Shares	100,931	$0.000000	Direct	F3, F4
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-46,972	-14%	$0.000000	298,704	02 Jun 2025	Class A Subordinate Voting Shares	46,972	$0.000000	Direct	F1, F5, F6
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-24,307	-8.1%	$0.000000	274,397	02 Jun 2025	Class A Subordinate Voting Shares	24,307	$0.000000	Direct	F1, F6, F7
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-25,546	-9.3%	$0.000000	248,851	02 Jun 2025	Class A Subordinate Voting Shares	25,546	$0.000000	Direct	F1, F6, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2	Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale.
F3	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025.
F4	Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and will vest 33.33% on June 1, 2026, 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
F5	The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on each of June 1, 2024, December 1, 2024 and June 1, 2025, and will thereafter vest 25% on December 1, 2025.
F6	The restricted stock units disposed in this transaction settled on June 2, 2025.
F7	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on each of June 1, 2024, December 1, 2024 and June 1, 2025, and thereafter will vest 25% on December 1, 2025.
F8	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2025, and thereafter will vest 25% on each of December 1, 2025, June 1, 2026 and December 1, 2026.