Verano Holdings (VRNO) CMO reports RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Marketing Officer David Spreckman reported a set of compensation-related equity transactions on June 1, 2026. He acquired 44,193 shares of common stock through the settlement of vested restricted stock units, while 12,949 shares were withheld by the company to cover income tax obligations, which is not an open-market sale. Spreckman also received a new grant of 224,359 restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan, each representing a right to one share of common stock with future vesting dates. Following these transactions, he directly owned 266,733 shares of common stock, alongside ongoing RSU positions that vest in stages through June 1, 2029 as described in the award schedules.

Insights

Equity compensation analyst

Routine RSU vesting, tax withholding, and new grant; no open-market trades.

The transactions for Verano Holdings Corp. reflect standard equity compensation mechanics. Vested restricted stock units were settled into 44,193 shares of common stock, and 12,949 shares were withheld at $1.17 per share to satisfy income tax obligations, which the filing states does not represent a sale.

Separately, David Spreckman received a new award of 224,359 restricted stock units, plus existing grants with vesting schedules through June 1, 2029. After these movements, he held 266,733 common shares directly. With no open-market buying or selling and no remaining derivative positions listed, this appears to be routine compensation activity rather than a directional trading signal.

Insider Trade Summary

44,193 shares exercised/converted

Mixed 5 txns

Insider Spreckman David

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	19,075	$0.00	--
Exercise	Restricted Stock Units	25,118	$0.00	--
Grant/Award	Restricted Stock Units	224,359	$0.00	--
Exercise	Common Stock, par value $0.001	44,193	$0.00	--
Tax Withholding	Common Stock, par value $0.001	12,949	$1.17	$15K

Holdings After Transaction: Restricted Stock Units — 94,436 shares (Direct, null); Common Stock, par value $0.001 — 279,682 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% 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-withheld shares: 12,949 shares at $1.17 Shares from RSU settlement: 44,193 shares New RSU grant: 224,359 RSUs +2 more

5 metrics

Tax-withheld shares 12,949 shares at $1.17 Shares withheld to satisfy income tax obligations on June 1, 2026

Shares from RSU settlement 44,193 shares Common stock acquired via settlement of vested RSUs on June 1, 2026

New RSU grant 224,359 RSUs Restricted stock units granted under Stock and Incentive Plan on June 1, 2026

Common shares after transactions 266,733 shares Direct common stock holdings following June 1, 2026 transactions

Additional RSU vesting tranches 25,118 and 19,075 RSUs RSUs exercised/converted into common stock on June 1, 2026

Key Terms

Restricted Stock Units, Stock and Incentive Plan, income tax withholding and remittance obligations, net settlement, +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."

income tax withholding and remittance obligations financial

"withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units"

net settlement financial

"in connection with the net settlement of the restricted stock units and does not represent a sale."

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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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^*

Spreckman David

(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 Marketing 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)		44,193	A	$0	279,682	D
Common Stock, par value $0.001	06/01/2026		F(2)		12,949	D	$1.17	266,733	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)			19,075	(4)	(4)	Common Stock, par value $0.001	19,075	$0	94,436	D
Restricted Stock Units(5)	$0	06/01/2026		M(1)			25,118	(4)	(4)	Common Stock, par value $0.001	25,118	$0	69,318	D
Restricted Stock Units	$0	06/01/2026		A(6)		224,359		(7)	(7)	Common Stock, par value $0.001	224,359	$0	293,677	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% 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 insider transactions did Verano Holdings (VRNO) report for David Spreckman?

Verano’s Chief Marketing Officer David Spreckman settled vested restricted stock units into 44,193 common shares and had 12,949 shares withheld for taxes. He also received a new grant of 224,359 restricted stock units with future vesting dates under the company’s Stock and Incentive Plan.

Did Verano Holdings (VRNO) insider David Spreckman sell shares in this Form 4?

No open-market sale occurred. The Form 4 shows 12,949 shares withheld at $1.17 per share to satisfy Verano’s income tax withholding and remittance obligations. The filing explicitly states this tax-withholding disposition does not represent a sale of shares by David Spreckman.

How many Verano Holdings (VRNO) shares does David Spreckman hold after these transactions?

After the reported transactions, David Spreckman directly held 266,733 shares of Verano Holdings common stock. In addition, he has multiple restricted stock unit awards outstanding that convert into shares over time according to vesting schedules extending through June 1, 2029.

What new restricted stock units did Verano Holdings (VRNO) grant to David Spreckman?

Verano granted David Spreckman 224,359 new restricted stock units on June 1, 2026 under its Stock and Incentive Plan. Each unit represents a contingent right to receive one common share, vesting in three installments on June 1, 2027, June 1, 2028, and June 1, 2029.

How do the Verano Holdings (VRNO) RSU vesting schedules work for these awards?

Footnotes explain earlier RSUs granted in 2024 vest 25% on June 1, 2025, December 1, 2025, June 1, 2026, and December 1, 2026. RSUs granted in 2025 vest 33.33% on June 1, 2026 and 2027, and 33.34% on June 1, 2028, with a separate 2026 grant vesting annually through 2029.