VRNOF Insider Amendment: 4.42M and 14.57M Shares Reported Disposed

Rhea-AI Filing Summary

Amendment to Form 4 for Verano Holdings Corp. (VRNOF) This filing amends a prior Form 4 to correct who transferred certain Class A Subordinate Voting Shares. The Reporting Person, George Peter Archos, reports transactions dated 08/27/2025 that include dispositions of Class A Subordinate Voting Shares, most notably 4,420,790 shares reported disposed at a $0 price and an additional line showing 14,574,055 shares disposed. Following the reported transactions, certain holdings are shown as 5,733,816 shares beneficially owned by GP Management Group, LLC (indirect).

The amendment explains Archos Capital Group, LLC did not transfer 4,420,790 shares as previously reported; instead, a similar transfer was effected with GP Management Group, LLC as transferor. The filing also notes the Reporting Person holds a 2% membership interest in two LLCs and therefore may be deemed to beneficially own shares held by those LLCs, but Mr. Archos expressly disclaims beneficial ownership of the LLCs' shares.

Positive

• Amendment corrects prior reporting to identify the proper transferor (GP Management Group, LLC) and clarifies the record
• Explicit disclaimer stating Mr. Archos disclaims beneficial ownership of shares held by certain LLCs

Negative

• Substantial dispositions reported including 4,420,790 shares disposed (reported at $0) and a separate line showing 14,574,055 shares disposed
• Complex indirect ownership through multiple affiliated entities may reduce clarity of true beneficial ownership despite disclaimers

Insights

Financial Analyst

TL;DR: Large insider dispositions were reported and an amendment clarifies the correct transferor; holdings and indirect ownership remain materially large.

The amendment corrects a prior misstatement about which entity effectuated a transfer of Class A Subordinate Voting Shares and documents significant dispositions on 08/27/2025 including 4,420,790 shares (reported disposed at $0) and a separate 14,574,055-share disposition line. These numbers represent material changes in reported insider holdings and shift the reported indirect ownership among affiliated entities. The filing also preserves a disclaimer concerning deemed beneficial ownership from a 2% LLC membership interest, which is relevant for Section 16 attribution but is explicitly disclaimed by Mr. Archos.

Corporate Governance Expert

TL;DR: The amendment improves disclosure accuracy but highlights substantial share movements among related entities that merit investor notice.

By filing this amendment, the reporting person corrects the record to show GP Management Group, LLC (not Archos Capital Group, LLC) as the transferor of certain shares. Accurate attribution of transfers among related entities is important for compliance with Section 16 reporting. The form also documents complex indirect ownership through multiple affiliated LLCs and an express disclaimer of beneficial ownership for LLC-owned shares, which is a common governance clarification but should be read alongside the large disposition figures disclosed.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Archos George Peter

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

SUITE 400

(Street)

CHICAGO IL 60610

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/17/2024

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 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	08/27/2025		G(1)		4,420,790	D	$0	5,733,816	I	By GP Management Group, LLC
Class A Subordinate Voting Shares								14,574,055	D
Class A Subordinate Voting Shares								1,817,688	I	By Copperstone Trust
Class A Subordinate Voting Shares								204,082(2)	I	By E&P Archos Holdings, LLC
Class A Subordinate Voting Shares								204,082(2)	I	By E&P Archos Holdings II, LLC
Class A Subordinate Voting Shares								4,420,790	I	By Archos Capital Group, LLC

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. This amendment is being filed in order to clarify that Archos Capital Group, LLC did not transfer ownership of 4,420,790 Subordinate Voting Shares to an irrevocable grantor charitable lead unitrust in December 2024 as was previously erroneously reported. Upon realization that such transfer did not occur, the Reporting Persons effectuated a similar transfer, but with GP Management Group, LLC as the transferor.

2. 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.

	/s/ Kevan Fisher, Attorney-in-Fact	08/29/2025
	** 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 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).
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.

FAQ

What transactions are reported on the VRNOF Form 4/A?

The filing reports transactions dated 08/27/2025 including dispositions of Class A Subordinate Voting Shares, notably 4,420,790 shares disposed (reported at $0) and a separate line showing 14,574,055 shares disposed.

Why was this Form 4 amended for VRNOF?

The amendment clarifies that Archos Capital Group, LLC did not transfer 4,420,790 shares as previously reported; the similar transfer was instead effected with GP Management Group, LLC as the transferor.

Does George Peter Archos claim beneficial ownership of shares held by affiliated LLCs?

The filing states Mr. Archos has a 2% membership interest in two LLCs and may be deemed to beneficially own the LLCs' shares, but he expressly disclaims

Who signed the amended Form 4 and when?

The form was signed by /s/ Kevan Fisher, Attorney-in-Fact on 08/29/2025 as the signature for the reporting person.

What ownership remains after the reported transactions?

The form shows 5,733,816 shares listed as beneficially owned following the reported transactions by GP Management Group, LLC (indirect).