Verano Holdings (VRNO) CEO reports RSU settlement and 14.7M direct shares

Rhea-AI Filing Summary

Verano Holdings Corp. CEO and director reported equity transactions involving restricted stock units. On December 1, 2025, vested restricted stock units were settled into 132,639 shares of common stock at an exercise price of $0, increasing his directly held common shares to 14,706,694. The same day, 32,299 shares of common stock were withheld at $0.91 per share to cover income tax obligations related to the net settlement, which is explicitly described as not a sale, leaving 14,674,395 shares directly owned.

In addition to direct holdings, he reports indirect ownership of common shares through several entities, including GP Management Group, LLC, Copperstone Trust, E&P Archos Holdings, LLC, E&P Archos Holdings II, LLC, and Archos Capital Group, LLC. Some restricted stock units granted under the Verano Holdings Corp. Stock and Incentive Plan have vested and settled, while others continue to 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).

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^*

Archos George Peter

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		132,639	A	$0	14,706,694	D
Common Stock, par value $0.001	12/01/2025		F(2)		32,299	D	$0.91	14,674,395	D
Common Stock, par value $0.001								5,733,816	I	By GP Management Group, LLC
Common Stock, par value $0.001								1,817,688	I	By Copperstone Trust
Common Stock, par value $0.001								204,082(3)	I	By E&P Archos Holdings, LLC
Common Stock, par value $0.001								204,082(3)	I	By E&P Archos Holdings II, LLC
Common Stock, par value $0.001								4,420,790	I	By Archos Capital Group, LLC

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)			100,280	(5)	(5)	Common Stock, par value $0.001	100,280	$0	224,923	D
Restricted Stock Units(6)	$0	12/01/2025		M(1)			32,359	(5)	(5)	Common Stock, par value $0.001	32,359	$0	192,564	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. Due to the Reporting Person's 2% membership interest in the E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC (together, the "LLCs"), the Reporting Person may be deemed to beneficially own the number of shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the shares reported in Table I owned by the LLCs.

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 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
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FAQ

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

The CEO and director of Verano Holdings Corp. reported the settlement of vested restricted stock units into 132,639 shares of common stock on December 1, 2025, along with tax-related share withholding.

How many Verano Holdings Corp. (VRNO) shares were withheld for taxes in the reported transaction?

The filing states that 32,299 shares of Verano common stock were withheld at $0.91 per share to satisfy income tax withholding obligations related to the restricted stock unit settlement, and this is described as not representing a sale.

How many Verano Holdings Corp. (VRNO) shares does the reporting person own directly after the transaction?

Following the reported transactions, the reporting person directly owns 14,674,395 shares of Verano common stock.

What indirect shareholdings in Verano Holdings Corp. (VRNO) are disclosed?

The reporting person lists indirect beneficial ownership of Verano common stock through entities including GP Management Group, LLC, Copperstone Trust, E&P Archos Holdings, LLC, E&P Archos Holdings II, LLC, and Archos Capital Group, LLC, with specific share amounts shown for each in Table I.

How do the Verano Holdings Corp. (VRNO) restricted stock units vest and settle?

The filing explains that certain restricted stock units granted on June 1, 2023 vest 25% on each of June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025. Another grant from June 1, 2024 vests 25% on June 1, 2025 and December 1, 2025, and will continue vesting 25% on each of June 1, 2026 and December 1, 2026, with each unit convertible into one share of common stock.

Does the Verano Holdings Corp. (VRNO) Form 4 indicate a sale of shares by the CEO?

No. The document states that the 32,299 shares shown in the F-coded transaction represent shares withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with restricted stock unit settlement and explicitly notes that this does not represent a sale.