Verano director Tipton proposes $516K share sale

Available on EDGAR 11/10/2026 - 05:07 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:07 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Verano Holdings Corp. director John Allen Tipton reported a proposed sale of 100,000 common shares, with an aggregate market value of $515,722.40 and an approximate sale date of November 11, 2026. The sale is described as non-discretionary and pursuant to a Rule 10b5-1(c) plan adopted August 11, 2026. Tipton’s remarks state that the shares will be sold on various dates under the plan and that he was not aware of material nonpublic information when it was entered into. Haywood Securities (USA) Inc. is named as the broker.

Key Figures

Shares to be sold: 100,000 shares Aggregate market value: $515,722.40 Shares outstanding: 72,934,412 shares +2 more

5 metrics

Shares to be sold 100,000 shares Common stock; approximate sale date November 11, 2026.

Aggregate market value $515,722.40 For the common shares listed for sale.

Shares outstanding 72,934,412 shares Issuer shares outstanding as reported.

Securities acquired 147,835 shares Acquired February 11, 2021; amount reflects the 1-for-5 reverse stock split effected June 11, 2026.

Reverse stock split ratio 1-for-5 Effected June 11, 2026.

Key Terms

Rule 10b5-1(c), material nonpublic information, reverse stock split

3 terms

Rule 10b5-1(c) regulatory

"plan intended to comply with Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

material nonpublic information regulatory

"not aware of material nonpublic information"

Nonpublic information is specific, important news about a company or its securities that has not been shared with the general public and that a reasonable investor would consider likely to affect the company’s stock price. It matters to investors because using or sharing that information to buy or sell securities can give an unfair advantage and is often illegal; think of it like having the exam answers before a test, which undermines a fair playing field for everyone.

reverse stock split technical

"Issuer's 1-for-5 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VRNO shares is John Allen Tipton proposing to sell?

John Allen Tipton is proposing to sell 100,000 common shares, with an aggregate market value of $515,722.40. The approximate sale date is November 11, 2026.

Was John Allen Tipton’s proposed VRNO sale made under a 10b5-1 plan?

Yes. Tipton’s remarks state that the sale is pursuant to a plan intended to comply with Rule 10b5-1(c), adopted August 11, 2026. The remarks say the shares will be sold on various dates and that Tipton was not aware of material nonpublic information when the plan was entered into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001935774
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Verano Holdings Corp.
SEC File Number	000-56342
Address of Issuer	224 W HILL STREET SUITE 400 CHICAGO ILLINOIS 60610
Phone	312-265-0730
Name of Person for Whose Account the Securities are To Be Sold	Tipton John Allen
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	HAYWOOD SECURITIES (USA) INC. 200 Burrard Street Suite 700 Vancouver A1 V6C 3L6	100000	515722.40	72934412	11/11/2026	OTC Cboe Canada

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/11/2021	Consideration in a sale of a company to Issuer in which the Reporting Person was a seller	Issuer			147835	02/11/2021	See Nature of Acquisition Transaction

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Represents the sale of Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on August 11, 2026, at which time the selling person was not aware of material nonpublic information, and does not represent a discretionary sale by the Reporting Person. The shares reported on this Form 144 will be sold on various dates pursuant to Rule 10b5-1 trading plan adopted by the reporting person. The amount of securities acquired reflects the Issuer's 1-for-5 reverse stock split effected June 11, 2026.
Date of Notice	11/10/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/11/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Laura Marie Kalesnik, as attorney-in-fact
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)