Verano COO settles RSUs, receives new grant

Verano Holdings Corp. reports that Chief Operating Officer Edward McDermott III settled restricted stock units on June 1, 2026, converting 59,186 units into common shares, with 17,017 shares withheld to satisfy tax obligations.

Rhea-AI Filing Summary

Verano Holdings Corp. reports that Chief Operating Officer Edward McDermott III settled restricted stock units on June 1, 2026, converting 59,186 units into common shares, with 17,017 shares withheld to satisfy tax obligations. He also received a grant of 299,145 new restricted stock units under the Stock and Incentive Plan, which vest in stages through 2029. After these equity changes, he directly holds 312,326 common shares and 391,983 restricted stock units.

Insider Trade Summary

59,186 shares exercised/converted

Exercise 5 txns

Insider McDermott Edward Aloysious III

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	25,546	$0.00	$0.00
Exercise	Restricted Stock Units	33,640	$0.00	$0.00
Grant/Award	Restricted Stock Units	299,145	$0.00	$0.00
Exercise	Common Stock, par value $0.001	59,186	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.001	17,017	$1.17	$20K

Holdings After Transaction: Restricted Stock Units — 391,983 contracts (Direct); Common Stock, par value $0.001 — 312,326 shares (Direct)

Footnotes (7)

1. F1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
2. F2. 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. F3. 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 each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
4. F4. The restricted stock units disposed in this transaction settled on June 1, 2026.
5. F5. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
6. F6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
7. F7. Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.

Key Figures

Common shares from RSU settlement: 59,186 shares Shares withheld for taxes: 17,017 shares New RSU grant: 299,145 units +3 more

6 metrics

Common shares from RSU settlement 59,186 shares Restricted stock units settled into common stock on June 1, 2026

Shares withheld for taxes 17,017 shares Common shares withheld to satisfy income tax obligations

New RSU grant 299,145 units Restricted stock units granted under the Stock and Incentive Plan

Tax withholding price $1.1700 per share Value applied to shares withheld for tax remittance

Post-transaction common stock holding 312,326 shares Direct common stock position after reported transactions

Post-transaction RSU holding 391,983 units Direct restricted stock unit position after grant and settlements

Key Terms

Restricted Stock Units, Stock and Incentive Plan, net settlement of the restricted stock units

3 terms

Restricted Stock Units financial

"Restricted Stock Units were granted under the Verano Holdings Corp. Stock and Incentive Plan"

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.

Stock and Incentive Plan financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan"

net settlement of the restricted stock units financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Verano (VRNO) COO Edward McDermott report in this Form 4?

Edward McDermott III reported settling restricted stock units into 59,186 common shares, withholding 17,017 shares for taxes, and receiving a grant of 299,145 new RSUs under Verano’s Stock and Incentive Plan.

How many Verano (VRNO) common shares does the COO hold after these transactions?

Following the June 1, 2026 equity transactions, Edward McDermott III directly holds 312,326 common shares of Verano Holdings Corp., according to the reported post-transaction holdings data.

What is Edward McDermott’s RSU position in Verano (VRNO) after the filing?

Post-transaction, Edward McDermott III directly holds 391,983 restricted stock units, reflecting previously granted awards plus the new 299,145-unit grant that vests in stages through 2029.

How were taxes handled on the Verano (VRNO) COO’s RSU settlement?

In connection with the RSU settlement, 17,017 common shares were withheld at $1.1700 per share to satisfy income tax withholding and remittance obligations, characterized as a tax-withholding disposition rather than a market sale.

What are the key terms of the new RSU grant to Verano (VRNO) COO?

The new award comprises 299,145 restricted stock units granted under Verano’s Stock and Incentive Plan. Footnotes state these RSUs vest in three tranches over 2027, 2028 and 2029, each unit representing one common share upon settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/03/2026 - 06:30 PM EDT Learn about SEC filing dates

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^*

McDermott Edward Aloysious III

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		M(1)		59,186	A	$0	329,343	D
Common Stock, par value $0.001	06/01/2026		F(2)		17,017	D	$1.17	312,326	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(3)	$0	06/01/2026		M(1)			25,546	(4)	(4)	Common Stock, par value $0.001	25,546	$0	126,478	D
Restricted Stock Units(5)	$0	06/01/2026		M(1)			33,640	(4)	(4)	Common Stock, par value $0.001	33,640	$0	92,838	D
Restricted Stock Units	$0	06/01/2026		A(6)		299,145		(7)	(7)	Common Stock, par value $0.001	299,145	$0	391,983	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. 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 each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.

4. The restricted stock units disposed in this transaction settled on June 1, 2026.

5. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.

6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.

7. Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.

	/s/ Laura Marie Kalesnik, Attorney-in-Fact	06/03/2026
	** 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)