Verano director adds shares via RSU vesting

Verano Holdings Corp. director Frederick Charles Mueller reported several equity compensation transactions involving common stock and restricted stock units (RSUs) on June 1, 2026.

Rhea-AI Filing Summary

Verano Holdings Corp. director Frederick Charles Mueller reported several equity compensation transactions involving common stock and restricted stock units (RSUs) on June 1, 2026. These were all acquisitions related to grants and vesting, with no open-market purchases or sales.

Mueller exercised derivative securities and settled vested RSUs into 10,191 shares of common stock, bringing his direct common stock holdings to 91,399 shares after the transactions. He also received a new grant of 53,418 RSUs under the Verano Holdings Corp. Stock and Incentive Plan, each representing a right to receive one share of common stock, alongside additional RSU vesting and settlements. The footnotes explain multi-year vesting schedules for these awards, indicating these are routine compensation and vesting events rather than discretionary trading.

Insider Trade Summary

10,191 shares exercised/converted

Exercise 4 txns

Insider Mueller Frederick Charles

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,784	$0.00	$0.00
Exercise	Restricted Stock Units	6,407	$0.00	$0.00
Grant/Award	Restricted Stock Units	53,418	$0.00	$0.00
Exercise	Common Stock, par value $0.001	10,191	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 86,621 contracts (Direct); Common Stock, par value $0.001 — 91,399 shares (Direct)

Footnotes (6)

1. F1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
2. F2. 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.
3. F3. The restricted stock units disposed in this transaction settled on June 1, 2026.
4. F4. 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.
5. F5. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
6. F6. 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: 10,191 shares New RSU grant: 53,418 RSUs RSUs exercised: 6,407 RSUs +2 more

5 metrics

Common shares from RSU settlement 10,191 shares Settlement of vested RSUs into common stock on June 1, 2026

New RSU grant 53,418 RSUs Grant under Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026

RSUs exercised 6,407 RSUs Exercise or conversion of derivative RSUs into common stock

Additional RSUs exercised 3,784 RSUs Exercise or conversion of derivative RSUs into common stock

Common stock holdings 91,399 shares Total common shares directly held after transactions

Key Terms

Restricted Stock Units, derivative security, Stock and Incentive Plan, contingent right to receive one share

4 terms

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.

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.

Stock and Incentive Plan financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025."

contingent right to receive one share financial

"Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001"

FAQ

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

What insider activity did Verano Holdings Corp. (VRNO) report for Frederick Charles Mueller?

Verano director Frederick Charles Mueller reported equity compensation activity, including RSU vesting, settlement into shares, and a new RSU grant. All transactions were acquisitions related to employee awards, with no open-market buying or selling disclosed in this Form 4.

How many Verano (VRNO) common shares does Frederick Charles Mueller hold after these transactions?

After the reported transactions, Frederick Charles Mueller directly holds 91,399 shares of Verano common stock. This reflects settlement of vested restricted stock units into shares, as described in the Form 4 and accompanying footnotes.

What new restricted stock unit grant did Verano (VRNO) award to Frederick Charles Mueller?

Mueller received a new grant of 53,418 restricted stock units on June 1, 2026 under the Verano Holdings Corp. Stock and Incentive Plan. Each RSU represents a contingent right to receive one share of common stock, subject to future vesting conditions.

Were there any Verano (VRNO) insider stock sales reported in this Form 4?

No insider sales were reported. All transactions for Frederick Charles Mueller were coded as acquisitions or derivative exercises, tied to RSU vesting and grants. The Form 4 shows no open-market sales or dispositions of Verano common stock.

How were Frederick Charles Mueller’s Verano (VRNO) RSUs structured and vested?

Footnotes state prior RSU awards vest in scheduled tranches, such as 25% or 33.33% on specified dates. Vested RSUs settle into common stock, while newer grants, including the June 1, 2026 award, will vest over future dates through 2029.

Does this Verano (VRNO) Form 4 suggest a change in insider sentiment?

The filing reflects routine equity compensation: RSU grants, vesting, and settlement into shares for director Frederick Charles Mueller. With no open-market buys or sells, it primarily documents standard compensation events rather than a directional change in insider sentiment.

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

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Accepted by SEC EDGAR 06/03/2026 - 05:40 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^*

Mueller Frederick Charles

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		10,191	A	$0	91,399	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	06/01/2026		M(1)			3,784	(3)	(3)	Common Stock, par value $0.001	3,784	$0	23,009	D
Restricted Stock Units(4)	$0	06/01/2026		M(1)			6,407	(3)	(3)	Common Stock, par value $0.001	6,407	$0	16,602	D
Restricted Stock Units	$0	06/01/2026		A(5)		53,418		(6)	(6)	Common Stock, par value $0.001	53,418	$0	70,019	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 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.

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

4. 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.

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

6. 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)