SCHEDULE 13G/A 0001107310 XXXXXXXX LIVE 1 Class A Subordinate Voting Shares, no par value 06/30/2025 0001848416 Verano Holdings Corp. 92338D101 224 W HILL STREET SUITE 400 CHICAGO IL 60610 Rule 13d-1(b) Eminence Capital, LP b DE 0.00 35046627.00 0.00 35046627.00 35046627.00 N 9.7 IA PN Ricky C. Sandler b X1 0.00 35046627.00 0.00 35046627.00 35046627.00 N 9.7 HC IN Verano Holdings Corp. 224 W Hill Street, Suite 400, Chicago, Illinois 60610 This statement is filed by Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital") and Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler," and together with Eminence Capital, the "Reporting Persons"). Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the Class A Subordinate Voting Shares, no par value (the "Class A Shares") of Verano Holdings Corp., a British Columbia, Canada corporation (the "Company") held by various investment funds (the "Eminence Funds") and a separately managed account (the "Eminence SMA," and together with the Eminence Funds, the "Eminence Funds and SMA") under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the Class A Shares held by the Eminence Funds and SMA. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein. The address of the principal business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022. Eminence Capital is a limited partnership organized under the laws of the State of Delaware. Mr. Sandler is a United States citizen. N IA HC The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 359,718,318 Class A Shares outstanding as of May 5, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 2025. 9.7% The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Y N No person other than the Reporting Persons and the Eminence Funds and SMA is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Shares held by the Eminence Funds and SMA. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Eminence Capital, LP /s/ Ricky C. Sandler 08/14/2025 Ricky C. Sandler /s/ Ricky C. Sandler 08/14/2025