Verano Holdings (VRNO) director converts RSUs into 25,263 common shares

Rhea-AI Filing Summary

Verano Holdings Corp. reported an insider equity transaction by a director involving the vesting and settlement of restricted stock units (RSUs) into common shares. On December 1, 2025, the director acquired 25,263 shares of common stock at a price of $0 per share following the maturity of previously granted RSUs under the company’s Stock and Incentive Plan.

In connection with this, 21,478 RSUs and 3,785 RSUs converted into an equal number of common shares, reflecting scheduled vesting from grants dated June 1, 2023 and June 1, 2024. After these transactions, the director reported ownership of 153,289 common shares and continued to hold 30,578 and 26,793 RSUs, all reported as directly owned. These events represent routine equity compensation vesting rather than an open-market purchase or sale.

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).

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^*

Nunez Cristina Maria

(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)

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

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)		25,263	A	$0	153,289	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(2)	$0	12/01/2025		M(1)			21,478	(3)	(3)	Common Stock, par value $0.001	21,478	$0	30,578	D
Restricted Stock Units(4)	$0	12/01/2025		M(1)			3,785	(3)	(3)	Common Stock, par value $0.001	3,785	$0	26,793	D

Explanation of Responses:

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

2. 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.

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

4. 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).
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FAQ

What insider transaction did Verano Holdings Corp. (VRNO) report in this Form 4?

The filing reports that a director of Verano Holdings Corp. settled vested restricted stock units into 25,263 shares of common stock on December 1, 2025 at a price of $0 per share.

Were the Verano (VRNO) Form 4 shares bought or sold on the open market?

No open-market trade was reported. The 25,263 shares of common stock were acquired at $0 as a result of RSUs vesting and settling under Verano’s Stock and Incentive Plan.

How many Verano (VRNO) shares does the reporting director own after this transaction?

After the reported transactions, the director beneficially owned 153,289 shares of Verano common stock, held in direct ownership.

What restricted stock units (RSUs) vested for the Verano (VRNO) director on December 1, 2025?

On December 1, 2025, 21,478 RSUs from a June 1, 2023 grant and 3,785 RSUs from a June 1, 2024 grant vested and were settled into common shares.

Does the Verano (VRNO) director still hold unvested or unsettled RSUs after this Form 4 event?

Yes. Following the settlement on December 1, 2025, the director continued to hold 30,578 and 26,793 restricted stock units, all reported as directly owned.

Is the Verano (VRNO) Form 4 transaction related to a 10b5-1 trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1(c) plan, but the excerpt does not indicate that this specific RSU settlement was made under such a plan.