Verano Holdings (VRNO) CMO awarded 150,000 RSU shares with tax withholding

Rhea-AI Filing Summary

Verano Holdings Corp. reported a Form 4 for Chief Marketing Officer David Spreckman showing a compensation-related equity grant and associated tax withholding. On June 9, 2026, he acquired 150,000 shares of common stock through the vesting of restricted stock units that settled into shares. The company then withheld 43,950 shares at an implied price of $1.08 per share to satisfy income tax obligations, which the filing states does not represent a sale. Following these transactions, Spreckman directly owned 416,733 shares of Verano common stock.

Insights

Insider trading and equity compensation analyst

Routine RSU vesting with tax withholding; limited informational signal.

The filing shows David Spreckman receiving 150,000 shares of Verano common stock via vested restricted stock units on June 9, 2026. This is clearly compensation-driven, not an open-market purchase, and reflects standard equity-based pay.

The F transaction for 43,950 shares at $1.08 per share is described as shares withheld to cover income tax obligations, explicitly “does not represent a sale.” This is a mechanical step tied to the grant, not a discretionary trade.

After these events, Spreckman holds 416,733 shares directly, indicating that the net effect is an increased equity stake. Because there are no open-market buys or sells and no remaining derivative positions listed, the filing mainly confirms ongoing use of stock-based compensation rather than signaling a change in sentiment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spreckman David

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	150,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001	43,950	$1.08	$47K

Holdings After Transaction: Common Stock, par value $0.001 — 416,733 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

RSU shares vested: 150,000 shares Tax withholding shares: 43,950 shares Tax withholding price: $1.08 per share +1 more

4 metrics

RSU shares vested 150,000 shares Restricted stock units settled into common stock on June 9, 2026

Tax withholding shares 43,950 shares Withheld by issuer to satisfy income tax obligations

Tax withholding price $1.08 per share Implied price on withheld shares in F-code transaction

Shares owned after transactions 416,733 shares Direct ownership after June 9, 2026 RSU settlement

Key Terms

restricted stock units, net settlement, income tax withholding, Common Stock, par value $0.001, +1 more

5 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"

income tax withholding financial

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

Common Stock, par value $0.001 financial

"Common Stock, par value $0.001 that have been withheld by the issuer"

does not represent a sale financial

"and does not represent a sale. Such restricted stock units settled into shares"

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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)
06/09/2026

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)		150,000	A	$0	416,733	D
Common Stock, par value $0.001	06/09/2026		F(2)		43,950	D	$1.08	372,783	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 transactions did Verano Holdings (VRNO) report for David Spreckman?

Verano reported that Chief Marketing Officer David Spreckman received 150,000 shares of common stock from vested restricted stock units on June 9, 2026. The company also withheld 43,950 shares to cover income tax obligations related to this grant, which the filing states is not a sale.

Did Verano Holdings (VRNO) Chief Marketing Officer sell any shares in this Form 4?

The Form 4 states that 43,950 shares were withheld to satisfy income tax obligations at $1.08 per share and “does not represent a sale.” This indicates no open-market selling by the executive; the shares were retained by the issuer strictly for tax remittance.

How many Verano Holdings (VRNO) shares did David Spreckman acquire in the latest filing?

The filing shows David Spreckman acquired 150,000 shares of Verano common stock when restricted stock units granted on June 9, 2026 vested and settled into shares. These shares reflect equity compensation rather than open-market buying, increasing his direct ownership position in the company.

What is David Spreckman’s Verano Holdings (VRNO) share ownership after this Form 4?

After the grant, vesting, and tax withholding, David Spreckman directly owns 416,733 shares of Verano common stock. This figure reflects his position following the June 9, 2026 restricted stock unit settlement described in the Form 4, according to the reported post-transaction holdings column.

What was the implied share price for Verano Holdings (VRNO) in the tax withholding transaction?

The tax withholding entry reports 43,950 shares at a price of $1.08 per share. These shares were withheld by Verano to meet income tax obligations on the restricted stock unit settlement, and the filing clarifies that this transaction does not constitute an open-market sale.

What type of equity award did Verano Holdings (VRNO) grant to its Chief Marketing Officer?

Verano granted restricted stock units that vested immediately and settled into common shares on June 9, 2026. The footnotes explain the RSUs were approved by the Board and fully vested at grant, resulting in 150,000 shares of common stock being issued to David Spreckman.