Verano Holdings (VRNO) CMO reports RSU settlement and 4,903-share sale

Rhea-AI Filing Summary

Verano Holdings Corp. reported insider equity activity by its Chief Marketing Officer. On December 1, 2025, vested restricted stock units were settled into 69,334 shares of common stock at an exercise price of $0, increasing the officer’s directly held stake to 260,708 shares. That same day, 20,316 shares were withheld by Verano at $0.91 per share to cover income tax obligations tied to the RSU settlement, which is classified as a disposition but not an open-market sale. On December 2, 2025, the officer sold 4,903 shares at $0.95 per share under a pre-arranged Rule 10b5-1 trading plan, leaving 235,489 shares of common stock directly owned. The officer continues to hold multiple blocks of restricted stock units granted under the Verano Holdings Corp. Stock and Incentive Plan, which vest in stages through December 1, 2026.

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).

X

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^*

Spreckman David

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO IL 60610

(City) (State) (Zip)

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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. 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 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	12/01/2025		M(1)		69,334	A	$0	260,708	D
Common Stock, par value $0.001	12/01/2025		F(2)		20,316	D	$0.91	240,392	D
Common Stock, par value $0.001	12/02/2025		S(3)		4,903	D	$0.95	235,489	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(4)	$0	12/01/2025		M(1)			41,753	(5)	(5)	Common Stock, par value $0.001	41,753	$0	141,092	D
Restricted Stock Units(6)	$0	12/01/2025		M(1)			8,506	(5)	(5)	Common Stock, par value $0.001	8,506	$0	132,586	D
Restricted Stock Units(7)	$0	12/01/2025		M(1)			19,075	(5)	(5)	Common Stock, par value $0.001	19,075	$0	113,511	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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 19, 2025. All shares were sold at a price of $0.95

4. The restricted stock units disposed in this transaction 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 share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

5. The restricted stock units disposed in this transaction settled on December 1, 2025.

6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. 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, 2024, December 1, 2024 and June 1, 2025 and December 1, 2025.

7. 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 June 1, 2025 and December 1, 2025 and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

	/s/ Kevan Fisher, Attorney-in-Fact	12/03/2025
	** 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).
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FAQ

What insider transactions did Verano Holdings (VRNO) report in this Form 4?

The Chief Marketing Officer of Verano Holdings Corp. reported settlement of vested restricted stock units into 69,334 shares of common stock, withholding of 20,316 shares for taxes, and an open-market sale of 4,903 shares at $0.95 per share.

How many Verano Holdings (VRNO) shares does the officer own after these transactions?

Following the reported transactions, the Chief Marketing Officer directly owns 235,489 shares of Verano Holdings common stock.

Were any Verano Holdings (VRNO) shares sold under a Rule 10b5-1 trading plan?

Yes. The 4,903 shares sold on December 2, 2025 at $0.95 per share were effected under a Rule 10b5-1 trading plan adopted on August 19, 2025.

Did the share withholding in this Verano Holdings (VRNO) Form 4 represent an open-market sale?

No. The 20,316 shares on December 1, 2025 were withheld by the issuer to satisfy income tax withholding and remittance obligations related to RSU settlement and are explicitly noted as not representing a sale.

What restricted stock units (RSUs) are involved for Verano Holdings (VRNO) in this filing?

The transactions involve RSUs granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023, September 1, 2023, and June 1, 2024, each representing a contingent right to receive one share of common stock and vesting in 25% installments on specified dates through December 1, 2026.

What is the officers role at Verano Holdings (VRNO) in this Form 4?

The reporting person is identified as an officer of Verano Holdings Corp., serving as the companys Chief Marketing Officer.