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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1. Name and Address of Reporting Person * Archos George Peter 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 __X__ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) 224 WEST HILL STREET, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2026 (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 06/01/2026 M(1) 74,970 A $ 0 14,749,365 D Common Stock, par value $0.001 06/01/2026 F(2) 18,256 D $1.17 14,731,109 D Common Stock, par value $0.001 06/01/2026 A(3) 2,500,000 A $ 0 17,231,109 D Common Stock, par value $0.001 5,733,816 I By GP Management Group, LLC Common Stock, par value $0.001 1,817,688 I By Copperstone Trust Common Stock, par value $0.001 204,082(4) I By E&P Archos Holdings, LLC Common Stock, par value $0.001 204,082(4) I By E&P Archos Holdings II, LLC Common Stock, par value $0.001 4,420,790 I By Archos Capital Group, LLC

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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

Restricted Stock Units(5)

$ 0

06/01/2026

M(1)

32,359

(6)

(6)

Common Stock, par value $0.001

32,359

$ 0

160,205

D

Restricted Stock Units(7)

$ 0

06/01/2026

M(1)

42,611

(6)

(6)

Common Stock, par value $0.001

42,611

$ 0

117,594

D

Restricted Stock Units

$ 0

06/01/2026

A(8)

486,111

(9)

(9)

Common Stock, par value $0.001

486,111

$ 0

603,705

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Archos George Peter 224 WEST HILL STREET, SUITE 400 CHICAGO, IL 60610	X		See remarks

Signatures

/s/ Laura Marie Kalesnik, Attorney-in-Fact		06/03/2026
**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 represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
(2)	Represents the number of shares of Common Stock, par value $0.001 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.
(3)	This transaction represents the grant and vesting of restricted stock units which will settle into Common Stock, par value $0.001. The restricted stock units were granted on June 1, 2026 following Board approval and were fully vested at the time of the grant. At the time of filing this Form 4, the restricted stock units have not yet settled into Common Stock.
(4)	Due to the Reporting Person's 2% membership interest in the E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC (together, the "LLCs"), the Reporting Person may be deemed to beneficially own the number of shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the shares reported in Table I owned by the LLCs.
(5)	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 share of Common Stock, par value $0.001 and vested 25% on June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
(6)	The restricted stock units disposed in this transaction settled on June 1, 2026.
(7)	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
(8)	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
(9)	Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.
Remarks: Chair, Chief Executive Officer and President

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