RSU grant, tax withholding reported for Verano (VRNO) executive

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Verano Holdings Corp. reported that executive James Angelo Leventis received fully vested restricted stock units that settled into Common Stock on June 9, 2026. The grant resulted in the issuance of 200,000 shares of Common Stock, par value $0.001, to him.

On the same date, 58,600 shares of Common Stock were withheld by the issuer at $1.08 per share to cover income tax obligations related to this net settlement, which the company states does not represent a sale. Following these compensation-related transactions, Leventis directly holds 372,277 shares of Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Leventis James Angelo

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	200,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001	58,600	$1.08	$63K

Holdings After Transaction: Common Stock, par value $0.001 — 372,277 shares (Direct, null)

Footnotes (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 settlement shares: 200,000 shares Tax-withheld shares: 58,600 shares Withholding reference price: $1.08 per share +1 more

4 metrics

RSU settlement shares 200,000 shares Restricted stock units settled into Common Stock on June 9, 2026

Tax-withheld shares 58,600 shares Withheld to satisfy income tax obligations on RSU settlement

Withholding reference price $1.08 per share Price used for 58,600-share tax-withholding disposition

Post-transaction holdings 372,277 shares Direct Common Stock ownership after Form 4 transactions

Key Terms

restricted stock units, net settlement, tax withholding, derivative security

4 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 and does not represent a sale"

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 05:08 PM

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^*

Leventis James Angelo

(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)
	See remarks

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	06/09/2026		M⁽¹⁾		200,000	A	$0	372,277	D
Common Stock, par value $0.001	06/09/2026		F⁽²⁾		58,600	D	$1.08	313,677	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

Chief Strategy and Compliance Officer

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transaction did Verano (VRNO) disclose for James Angelo Leventis?

Verano disclosed that executive James Angelo Leventis received restricted stock units that fully vested and settled into 200,000 shares of Common Stock on June 9, 2026, as a compensation-related equity grant approved by the Board.

How many Verano (VRNO) shares were withheld for taxes in this Form 4?

The filing shows 58,600 shares of Verano Common Stock were withheld by the company at $1.08 per share to satisfy income tax withholding and remittance obligations tied to the net settlement of the vested restricted stock units.

Did James Angelo Leventis sell any Verano (VRNO) shares in this transaction?

The company states the 58,600-share disposition was solely to satisfy tax withholding on the restricted stock unit settlement and “does not represent a sale,” meaning there was no open-market sale of Verano shares in this Form 4.

How many Verano (VRNO) shares does James Angelo Leventis own after these transactions?

After the restricted stock unit settlement and tax withholding, James Angelo Leventis directly owns 372,277 shares of Verano Common Stock, according to the post-transaction ownership figure reported in the Form 4 filing.

What is the nature of the 200,000 Verano (VRNO) shares reported in this Form 4?

The 200,000 shares arise from the grant and immediate vesting of restricted stock units that settled into Common Stock on June 9, 2026, following Board approval, representing compensation rather than an open-market purchase.

What do the Form 4 footnotes say about the Verano (VRNO) tax-withholding transaction?

Footnotes explain that the withheld 58,600 shares cover the issuer’s income tax withholding and remittance obligations from the net settlement of restricted stock units and explicitly clarify this disposition does not represent a sale of Verano stock.