Verano (VRNO) CIO receives 200,000-share award with 58,600 withheld for tax

Rhea-AI Filing Summary

Verano Holdings Corp. reported a compensation-related equity transaction involving Chief Investment Officer Miles Aaron Nathaniel. On June 9, 2026, he acquired 200,000 shares of common stock through the exercise or settlement of equity awards, and 58,600 shares were withheld to cover tax obligations rather than sold on the market. Following these transactions, he directly holds 512,878 shares of Verano common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Miles Aaron Nathaniel

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	200,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001	58,600	$1.08	$63K

Holdings After Transaction: Common Stock, par value $0.001 — 571,478 shares (Direct, null)

Footnotes (1)

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant. 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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

Key Figures

Shares acquired via award: 200,000 shares Shares withheld for tax: 58,600 shares Post-transaction holdings: 512,878 shares +1 more

4 metrics

Shares acquired via award 200,000 shares Exercise or settlement of equity awards on June 9, 2026

Shares withheld for tax 58,600 shares Withheld to satisfy income tax obligations on June 9, 2026

Post-transaction holdings 512,878 shares Directly held common stock after June 9, 2026 transactions

Fair value per share for tax $1.08 per share Price used on 58,600-share tax withholding disposition

Key Terms

restricted stock units, net settlement, income tax withholding, derivative security

4 terms

restricted stock units financial

"This transaction represents the grant and vesting of restricted stock units which settled into Common Stock"

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.

net settlement financial

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

income tax withholding financial

"withheld by the issuer to satisfy its income tax withholding and remittance obligations"

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)
06/09/2026

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	06/09/2026		M(1)		200,000	A	$0	571,478	D
Common Stock, par value $0.001	06/09/2026		F(2)		58,600	D	$1.08	512,878	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

Explanation of Responses:

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.

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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

	/s/ Laura Marie Kalesnik, Attorney-in-Fact	06/10/2026
	** 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 transaction did Verano (VRNO) report for Miles Aaron Nathaniel?

Verano reported that Chief Investment Officer Miles Aaron Nathaniel received 200,000 shares of common stock through equity award settlement. Of these, 58,600 shares were withheld by the company to satisfy tax obligations, leaving him with 512,878 directly held shares after the transaction.

Did the Verano (VRNO) insider Form 4 show an open-market sale of shares?

No, the filing specifies that 58,600 shares were withheld to satisfy income tax obligations and that this does not represent a sale. The disposition was part of the net settlement of restricted stock units, not an open-market transaction.

How many Verano (VRNO) shares does Miles Aaron Nathaniel own after the Form 4 transactions?

After the June 9, 2026 transactions, Miles Aaron Nathaniel directly holds 512,878 shares of Verano common stock. This figure reflects the equity award settlement and the shares withheld by the issuer to cover related income tax withholding requirements.

What was the size of the Verano (VRNO) equity award granted to the CIO?

The equity award settlement involved 200,000 shares of Verano common stock. According to the filing, these shares arose from the grant and vesting of restricted stock units that settled into common stock on June 9, 2026 following board approval.

Why were 58,600 Verano (VRNO) shares disposed of in the Form 4 filing?

The 58,600 shares were withheld by Verano to meet its income tax withholding and remittance obligations tied to restricted stock unit settlement. The filing clarifies this withholding is a tax-related disposition and not a market sale of shares.