SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Leventis James Angelo

(Last)

(First)

(Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO

60610

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
Verano Holdings Corp. [ VRNOF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Subordinate Voting Shares	129,719	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Class A Subordinate Voting Shares	25,052	$0	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	⁽⁴⁾	Class A Subordinate Voting Shares	33,064	$0	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Class A Subordinate Voting Shares	39,319	$0	D
Nonqualified Stock Options	⁽⁷⁾	02/18/2031	Class A Subordinate Voting Shares	2,023	$24.099	D

Explanation of Responses:

1. The restricted stock units 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.

2. The restricted stock units vested 25% on June 1, 2024, December 1, 2024, June 1, 2025 and will vest 25% on December 1, 2025.

3. 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.

4. The restricted stock units vested 25% on June 1, 2025 and will thereafter vest 25% on December 1, 2025, June 1, 2026 and December 1, 2026.

5. 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 Class A Subordinate Voting Share.

6. 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.

7. The stock options were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 18, 2021 and are fully vested and exercisable into 2,023 Class A Subordinate Voting Shares.

Remarks:

Chief Strategy and Compliance Officer; Exhibit 24.1 Power of Attorney

	/s/ Kevan Fisher, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.