STOCK TITAN

Verano Holdings (VRNO) CFO logs equity awards, exercises and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Financial Officer Richard C. Tarapchak reported compensation-related equity activity involving company stock and restricted stock units. On June 1, 2026, he exercised derivative securities to acquire 59,009 shares of Common Stock and had 17,290 shares withheld at $1.17 per share to cover income tax obligations, which the company notes does not represent an open-market sale.

He also received a new grant of 310,363 restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan and settled portions of earlier RSU awards into Common Stock as they vested. Following these transactions, he directly holds 292,200 shares of Common Stock. The activity reflects routine equity compensation vesting, exercises, and tax withholding rather than discretionary market trading.

Positive

  • None.

Negative

  • None.
Insider Tarapchak Richard C
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 21,781 $0.00 --
Exercise Restricted Stock Units 37,228 $0.00 --
Grant/Award Restricted Stock Units 310,363 $0.00 --
Exercise Common Stock, par value $0.001 59,009 $0.00 --
Tax Withholding Common Stock, par value $0.001 17,290 $1.17 $20K
Holdings After Transaction: Restricted Stock Units — 133,477 shares (Direct, null); Common Stock, par value $0.001 — 292,200 shares (Direct, null)
Footnotes (1)
  1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001. 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. 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. The restricted stock units disposed in this transaction settled on June 1, 2026. 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. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026. 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.
Tax-withheld shares 17,290 shares at $1.17 Shares withheld to cover income tax on June 1, 2026
Shares acquired via exercise 59,009 shares Common Stock acquired through derivative exercise on June 1, 2026
New RSU grant 310,363 RSUs Restricted stock units granted June 1, 2026 under incentive plan
Common shares held after transactions 292,200 shares Direct Common Stock ownership following June 1, 2026 activity
Tax withholding count 1 transaction One F-code disposition for tax withholding
Derivative exercises count 2 exercises Exercise or conversion of derivative securities as summarized
Restricted Stock Units financial
"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024."
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 on June 1, 2024."
tax withholding financial
"have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement"
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
"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.
net settlement financial
"in connection with the net settlement of the restricted stock units and does not represent a sale."
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SEC Form 4
FORM 4UNITED 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*
Tarapchak Richard C

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.00106/01/2026M(1)59,009A$0292,200D
Common Stock, par value $0.00106/01/2026F(2)17,290D$1.17274,910D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)$006/01/2026M(1)21,781 (4) (4)Common Stock, par value $0.00121,781$0133,477D
Restricted Stock Units(5)$006/01/2026M(1)37,228 (4) (4)Common Stock, par value $0.00137,228$096,249D
Restricted Stock Units$006/01/2026A(6)310,363 (7) (7)Common Stock, par value $0.001310,363$0406,612D
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-Fact06/03/2026
** Signature of Reporting PersonDate
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) CFO Richard Tarapchak report?

Richard C. Tarapchak reported equity compensation activity including option or derivative exercises, tax withholding, and RSU awards. He exercised 59,009 shares of Common Stock, had 17,290 shares withheld for taxes, and received 310,363 new restricted stock units under the company’s incentive plan.

Did the Verano Holdings (VRNO) CFO sell shares in the open market?

The CFO did not report any open-market sales. The 17,290 shares shown as a disposition were withheld by the company at $1.17 per share to satisfy income tax obligations related to equity vesting and are explicitly described as not representing a sale.

How many Verano Holdings (VRNO) shares does the CFO hold after these transactions?

After the reported transactions, Richard C. Tarapchak directly holds 292,200 shares of Verano Holdings Common Stock. This figure comes from the Form 4 totals following the June 1, 2026 exercises and tax withholdings tied to his equity compensation awards.

What restricted stock unit (RSU) awards did Verano Holdings (VRNO) grant to its CFO?

On June 1, 2026, the CFO received a grant of 310,363 restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock, subject to vesting over multiple future dates.

How are the Verano Holdings (VRNO) CFO’s RSUs structured to vest over time?

RSU awards referenced in the filing vest in tranches over several years. Earlier grants include 25% or roughly one-third vesting on specific June or December dates, with remaining portions vesting on later anniversaries, aligning compensation with multi-year service and performance horizons.

What does the tax-withholding transaction mean for Verano Holdings (VRNO) shareholders?

The tax-withholding transaction reflects shares withheld by the company to cover income tax on vested equity. It does not involve market selling by the CFO, and instead is a standard mechanism many companies use to meet payroll tax obligations on stock-based compensation awards.