Verano Holdings (VRNO) CIO reports RSU exercises, tax withholding and major new grant

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Investment Officer Miles Aaron Nathaniel reported equity compensation activity centered on restricted stock units. On June 1, 2026, he exercised derivative awards into Common Stock in several tranches of 55,241, 31,398 and 23,843 shares. In connection with these settlements, 16,186 shares were withheld at $1.17 per share to cover income tax obligations, which the company notes does not represent an open-market sale. Nathaniel also received a grant of 261,752 new restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan, with future vesting through June 1, 2029. Following these transactions, he directly holds 371,478 shares of Common Stock and maintains a remaining RSU position reported in the filing.

Insider Trade Summary

55,241 shares exercised/converted

Mixed 5 txns

Insider Miles Aaron Nathaniel

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,843	$0.00	--
Exercise	Restricted Stock Units	31,398	$0.00	--
Grant/Award	Restricted Stock Units	261,752	$0.00	--
Exercise	Common Stock, par value $0.001	55,241	$0.00	--
Tax Withholding	Common Stock, par value $0.001	16,186	$1.17	$19K

Holdings After Transaction: Restricted Stock Units — 118,046 shares (Direct, null); Common Stock, par value $0.001 — 387,664 shares (Direct, null)

Footnotes (1)

1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001. Represents 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. 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 share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026. The restricted stock units disposed in this transaction settled on June 1, 2026. 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 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. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026. Each 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.

Key Figures

Tax withholding shares: 16,186 shares at $1.17 RSU exercise into Common Stock: 55,241 shares Additional RSU exercises: 31,398 and 23,843 units +3 more

6 metrics

Tax withholding shares 16,186 shares at $1.17 Common Stock withheld to cover income tax on RSU settlements

RSU exercise into Common Stock 55,241 shares Non-derivative acquisition via derivative exercise on June 1, 2026

Additional RSU exercises 31,398 and 23,843 units Derivative RSUs converted into Common Stock on June 1, 2026

New RSU grant 261,752 units Granted June 1, 2026 under Verano Holdings Corp. Stock and Incentive Plan

Common shares after tax withholding 371,478 shares Direct Common Stock holdings following June 1, 2026 transactions

RSUs outstanding after grant 348,400 units Total restricted stock units reported following new June 1, 2026 award

Key Terms

restricted stock units, Stock and Incentive Plan, net settlement, income tax withholding, +1 more

5 terms

restricted stock units financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock and Incentive Plan financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024."

net settlement financial

"This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001."

income tax withholding financial

"Shares have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement."

derivative security financial

"Transaction code description: Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miles Aaron Nathaniel

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO ILLINOIS 60610

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Common Stock, par value $0.001	06/01/2026		M(1)		55,241	A	$0	387,664	D
Common Stock, par value $0.001	06/01/2026		F(2)		16,186	D	$1.17	371,478	D

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
Restricted Stock Units(3)	$0	06/01/2026		M(1)			23,843	(4)	(4)	Common Stock, par value $0.001	23,843	$0	118,046	D
Restricted Stock Units(5)	$0	06/01/2026		M(1)			31,398	(4)	(4)	Common Stock, par value $0.001	31,398	$0	86,648	D
Restricted Stock Units	$0	06/01/2026		A(6)		261,752		(7)	(7)	Common Stock, par value $0.001	261,752	$0	348,400	D

Explanation of Responses:

1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.

2. Represents 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.

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 share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.

4. The restricted stock units disposed in this transaction settled on June 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 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.

6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.

7. Each 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.

	/s/ Laura Marie Kalesnik, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity transactions did Verano Holdings (VRNO) CIO Miles Aaron Nathaniel report?

Miles Aaron Nathaniel reported RSU-related activity, including several RSU exercises into Common Stock and a new RSU grant. The filing details share counts for each exercise, tax-share withholding, and his updated Common Stock and RSU holdings after these compensation-driven transactions.

Did the Verano Holdings (VRNO) insider sell shares in the open market?

The Form 4 shows shares withheld for taxes, not open-market sales. Specifically, 16,186 shares of Common Stock were withheld at $1.17 per share to satisfy income tax obligations on RSU settlements, which the company clarifies does not represent a sale transaction.

How many Verano Holdings (VRNO) RSUs did the CIO exercise and settle?

The CIO exercised multiple RSU tranches that settled into Common Stock, including 55,241, 31,398 and 23,843 underlying shares. Footnotes explain these reflect settlements of previously granted restricted stock units as scheduled vesting dates were reached under the Stock and Incentive Plan.

What new Verano Holdings (VRNO) RSU grant did the CIO receive?

The filing reports a grant of 261,752 restricted stock units to the CIO on June 1, 2026. Each unit represents a contingent right to one Verano Holdings Common Share, vesting in roughly equal installments annually from 2027 through 2029 under the company’s incentive plan.

How do the Verano Holdings (VRNO) RSUs for the CIO vest over time?

One RSU grant from June 1, 2024 vests in 25% increments through December 1, 2026. Another grant from June 1, 2025 vests in three roughly equal annual tranches through 2028, and the June 1, 2026 grant vests annually through 2029.

What are the CIO’s Verano Holdings (VRNO) share holdings after these transactions?

After the reported June 1, 2026 activity, the CIO directly holds 371,478 shares of Common Stock according to the filing. The derivative tables also show remaining restricted stock units outstanding, which provide additional contingent rights to receive Common Shares as they vest.