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 * Kalesnik Laura Marie 2. Issuer Name and Ticker or Trading Symbol Verano Holdings Corp. [VRNOF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 03/07/2025 (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 Class A Subordinate Voting Shares 03/07/2025 M(1) 46,670 A $ 0 201,822 D Class A Subordinate Voting Shares 03/07/2025 M(1) 7,723 A $ 0 209,545 D Class A Subordinate Voting Shares 03/10/2025 S(2) 4,667 D $0.6501 204,878 D

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

Restricted Stock Units(3)

$ 0

03/07/2025

M(1)

66,340

(4)

(4)

Class A Subordinate Voting Shares

66,340(5)

$ 0

274,618

D

Restricted Stock Units(6)

$ 0

03/07/2025

M(1)

10,979

(4)

(4)

Class A Subordinate Voting Shares

10,979(7)

$ 0

263,639

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kalesnik Laura Marie 224 WEST HILL STREET, SUITE 400 CHICAGO, IL 60610			See remarks

Signatures

/s/ Kevan Fisher, Attorney-in-Fact		03/11/2025
**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 Class A Subordinate Voting Shares.
(2)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 9, 2024. All shares were sold at a price of $0.6501.
(3)	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 and December 1, 2024 and will thereafter vest 25% on each of June 1, 2025 and December 1, 2025.
(4)	The restricted stock units disposed in this transaction settled on March 7, 2025.
(5)	The restricted stock units were net-settled to satisfy withholding tax obligations, resulting in the issuance of 46,670 Class A subordinate voting shares.
(6)	The restricted stock units disposed in this transaction 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 and December 1, 2024 and will thereafter vest 25% on each of June 1, 2025 and December 1, 2025.
(7)	The restricted stock units were net-settled to satisfy withholding tax obligations, resulting in the issuance of 7,723 Class A subordinate voting shares.
Remarks: General Counsel, Chief Legal Officer and Secretary

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