SEC Form 4 · accession 0001935777-26-000001

Verano Holdings Corp. · VRNO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

George Peter Archos

Officer — See remarks · Director

Period of report

Jun 1, 2026

Accepted (ET)

Jun 3, 2026 · 4:49 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001848416

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001	Jun 1, 2026	M	74,970	$0.00	A	14,749,365	D
Common Stock, par value $0.001	Jun 1, 2026	F	18,256	$1.17	D	14,731,109	D
Common Stock, par value $0.001	Jun 1, 2026	A	2,500,000	$0.00	A	17,231,109	D
Common Stock, par value $0.001	holding	—	—		—	5,733,816	I	By GP Management Group, LLC
Common Stock, par value $0.001	holding	—	—		—	1,817,688	I	By Copperstone Trust
Common Stock, par value $0.001^F4	holding	—	—		—	204,082	I	By E&P Archos Holdings, LLC
Common Stock, par value $0.001^F4	holding	—	—		—	204,082	I	By E&P Archos Holdings II, LLC
Common Stock, par value $0.001	holding	—	—		—	4,420,790	I	By Archos Capital Group, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F6	$0.00	Jun 1, 2026	M	32,359	D	—	—	Common Stock, par value $0.001	32,359	160,205	D
Restricted Stock Units^F7,F6	$0.00	Jun 1, 2026	M	42,611	D	—	—	Common Stock, par value $0.001	42,611	117,594	D
Restricted Stock Units^F9	$0.00	Jun 1, 2026	A	486,111	A	—	—	Common Stock, par value $0.001	486,111	603,705	D

Explanation of responses

F1This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
F2Represents 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.
F3This 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.
F4Due 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.
F5The 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.
F6The restricted stock units disposed in this transaction settled on June 1, 2026.
F7The 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.
F8The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
F9Each 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