Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Tipton John Allen 2. Issuer Name and Ticker or Trading Symbol Verano Holdings Corp. [VRNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 224 W HILL STREET,, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2026 (Street) CHICAGO, IL 60610 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 11/11/2026 S(1) 2,900 D $4.7198(2) 862,230 D Common Stock, par value $0.001 11/12/2026 S(1) 3,500 D $4.5698(3) 858,730 D Common Stock, par value $0.001 11/13/2026 S(1) 3,500 D $4.2942(4) 855,230 D Common Stock, par value $0.001 92,352 I By spouse(5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tipton John Allen 224 W HILL STREET, SUITE 400 CHICAGO, IL 60610	X

Signatures

/s/ Kevan Fisher, Attorney-in-Fact		11/13/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This transaction was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2026.
(2)	Represents a weighted average sale price for multiple sale transactions ranging from $4.70 to $4.76 per share. The price per share has been converted from Canadian dollars using the exchange rate published by the Bank of Canada on the date of sale or, if unavailable, the date preceding the date of sale. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)	Represents a weighted average sale price for multiple sale transactions ranging from $4.55 to $4.63 per share. The price per share has been converted from Canadian dollars using the exchange rate published by the Bank of Canada on the date of sale or, if unavailable, the date preceding the date of sale. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	Represents a weighted average sale price for multiple sale transactions ranging from $4.28 to $4.31 per share. The price per share has been converted from Canadian dollars using the exchange rate published by the Bank of Canada on the date of sale or, if unavailable, the date preceding the date of sale. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(5)	Represents (i) 70,383 shares held in a trust controlled by Mr. Tipton's spouse and (ii) 21,969 shares held by Mr. Tipton's spouse.

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