Verano director exercises 10,192 shares, gets RSU grant

Verano Holdings director Cristina Maria Nunez increased her equity-based stake through compensation-related moves.

Rhea-AI Filing Summary

Verano Holdings director Cristina Maria Nunez increased her equity-based stake through compensation-related moves. On June 1, 2026, she exercised vested awards to receive 10,192 shares of common stock, bringing her direct common stock holdings to 163,481 shares.

She was also granted 53,418 new restricted stock units (RSUs) under the Verano Holdings Corp. Stock and Incentive Plan. Additional vested RSUs totaling 6,408 and 3,784 units were settled into common stock the same day, reflecting routine vesting and settlement of prior RSU grants rather than any open-market buying or selling.

Insider Trade Summary

10,192 shares exercised/converted

Exercise 4 txns

Insider Nunez Cristina Maria

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,784	$0.00	$0.00
Exercise	Restricted Stock Units	6,408	$0.00	$0.00
Grant/Award	Restricted Stock Units	53,418	$0.00	$0.00
Exercise	Common Stock, par value $0.001	10,192	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 70,019 contracts (Direct); Common Stock, par value $0.001 — 163,481 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 acquired via settlement: 10,192 shares Common shares held after transaction: 163,481 shares New RSU grant: 53,418 RSUs +3 more

6 metrics

Common shares acquired via settlement 10,192 shares Vested awards settled into common stock on June 1, 2026

Common shares held after transaction 163,481 shares Direct Verano common stock holdings after June 1, 2026 activity

New RSU grant 53,418 RSUs Restricted stock units granted under Stock and Incentive Plan on June 1, 2026

RSUs settled (lot 1) 6,408 RSUs Vested RSUs exercised/converted into common stock on June 1, 2026

RSUs settled (lot 2) 3,784 RSUs Additional vested RSUs exercised/converted into common stock on June 1, 2026

RSUs held after new grant 70,019 RSUs Total RSUs reported for that grant following June 1, 2026 award

Key Terms

Restricted Stock Units, Stock and Incentive Plan, vested, settled, +1 more

5 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.

Stock and Incentive Plan financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024."

vested financial

"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"

settled financial

"This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001."

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.

FAQ

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

What insider transactions did Verano Holdings (VRNO) report for Cristina Maria Nunez?

Cristina Maria Nunez exercised vested awards into 10,192 Verano common shares and received a grant of 53,418 restricted stock units. Additional vested RSUs were settled into shares, reflecting compensation-related equity activity, not open-market trades.

How many Verano Holdings (VRNO) shares does Cristina Maria Nunez hold after these Form 4 transactions?

After the reported transactions, Cristina Maria Nunez directly holds 163,481 shares of Verano common stock. This reflects settlement of vested restricted stock units into shares as part of her ongoing equity compensation.

What new equity award did Cristina Maria Nunez receive from Verano Holdings (VRNO)?

She received a grant of 53,418 restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan. Each RSU represents a contingent right to one common share, vesting in scheduled installments over future dates.

Were there any open-market stock purchases or sales by Cristina Maria Nunez in this Verano (VRNO) Form 4?

The Form 4 shows no open-market purchases or sales. All transactions relate to exercises, settlements, and grants of restricted stock units, which are standard equity compensation events rather than discretionary market trades.

How do the Verano Holdings (VRNO) RSU grants to Cristina Maria Nunez vest over time?

Footnotes explain one RSU grant vests in 25% tranches on specified dates through December 1, 2026, while another vests in roughly 33% annual installments through June 1, 2028, and a new 2026 grant through June 1, 2029.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/03/2026 - 05:14 PM 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^*

Nunez Cristina Maria

(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)		10,192	A	$0	163,481	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)			6,408	(3)	(3)	Common Stock, par value $0.001	6,408	$0	16,601	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)