Verano Holdings (VRNO) director converts RSUs into 25,263 shares, holds 163,647

Rhea-AI Filing Summary

Verano Holdings Corp. director reported settling vested restricted stock units into common shares. On December 1, 2025, 25,263 shares of common stock were acquired at a price of $0 per share through the exercise (code M) of previously granted restricted stock units. After this transaction, the reporting person directly owned 163,647 common shares. The filing also shows activity in restricted stock units granted under Verano’s Stock and Incentive Plan, with 21,478 and 3,785 units converting into the same number of common shares, and remaining holdings of 30,578 and 26,793 restricted stock units, respectively.

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^*

Hirsh Lawrence Randall

(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	163,647	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 and 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).
** 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 did the Verano Holdings Corp. (VRNO) insider report in this Form 4?

The insider, a director of Verano Holdings Corp., reported the settlement of vested restricted stock units (RSUs) into 25,263 shares of common stock on December 1, 2025, at a price of $0 per share.

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

Following the reported transaction, the director beneficially owned 163,647 shares of Verano Holdings Corp. common stock in direct ownership.

What is the source of the restricted stock units reported for Verano Holdings (VRNO)?

The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan, with grants made on June 1, 2023 and June 1, 2024, each RSU representing a contingent right to receive one common share.

When did the restricted stock units for Verano Holdings (VRNO) vest and settle?

One RSU grant vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025. The units disposed of in this filing settled into common stock on December 1, 2025.

How will future restricted stock units for Verano Holdings (VRNO) vest for this insider?

For the RSUs granted on June 1, 2024, vesting occurred 25% on June 1, 2025 and December 1, 2025, and will continue at 25% on each of June 1, 2026 and December 1, 2026, subject to the plan terms.

How many Verano Holdings (VRNO) restricted stock units does the insider still hold after this Form 4?

After the reported settlements, the director held 30,578 restricted stock units from one grant and 26,793 restricted stock units from another grant, all reported as directly owned.