Verano (VRNO) Chief Investment Officer reports RSU settlement and small share sale

Rhea-AI Filing Summary

Verano Holdings Corp. (VRNO) Chief Investment Officer Form 4 details recent equity activity. On December 1, 2025, the officer acquired 94,821 shares of common stock at $0 through the settlement of vested restricted stock units. On the same date, 27,784 shares were withheld by the company at $0.91 per share to cover income tax obligations, which is described as not being a sale.

On December 2, 2025, the officer sold 5,018 shares of common stock at $0.95 per share under a Rule 10b5-1 trading plan. Following these transactions, the officer directly owned 332,423 shares of Verano common stock. The filing also shows activity in restricted stock units granted under the company’s Stock and Incentive Plan, some of which vested and settled into common shares on December 1, 2025.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Miles Aaron Nathaniel

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO IL 60610

(City) (State) (Zip)

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 Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/01/2025		M(1)		94,821	A	$0	365,225	D
Common Stock, par value $0.001	12/01/2025		F(2)		27,784	D	$0.91	337,441	D
Common Stock, par value $0.001	12/02/2025		S(3)		5,018	D	$0.95	332,423	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(4)	$0	12/01/2025		M(1)			70,977	(5)	(5)	Common Stock, par value $0.001	70,977	$0	165,733	D
Restricted Stock Units(6)	$0	12/01/2025		M(1)			23,844	(5)	(5)	Common Stock, par value $0.001	23,844	$0	141,889	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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2024. All shares were sold at a price of $0.95.

4. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. 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, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

5. The restricted stock units disposed in this transaction settled on December 1, 2025.

6. 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 June 1, 2025 and December 1, 2025 and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

	/s/ Kevan Fisher, Attorney-in-Fact	12/03/2025
	** 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.
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FAQ

What insider transactions did Verano Holdings Corp. (VRNO) report in this Form 4?

The Chief Investment Officer reported settlement of vested restricted stock units into common stock, share withholding for taxes, and an open-market sale of 5,018 shares of Verano common stock.

How many Verano (VRNO) shares did the officer acquire through RSU settlement?

On December 1, 2025, the officer acquired 94,821 shares of Verano common stock at $0 per share through settlement of vested restricted stock units.

Were any Verano (VRNO) shares withheld for taxes in this Form 4?

Yes. 27,784 shares of Verano common stock were withheld by the issuer at $0.91 per share to satisfy income tax withholding and remittance obligations in connection with the RSU settlement, and this is described as not being a sale.

What Verano (VRNO) share sale did the officer report and at what price?

The officer reported selling 5,018 shares of Verano common stock on December 2, 2025 at a price of $0.95 per share.

Was the Verano (VRNO) insider sale made under a Rule 10b5-1 plan?

Yes. The sale on December 2, 2025 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2024.

How many Verano (VRNO) shares does the officer own after these transactions?

After the reported transactions, the officer directly owned 332,423 shares of Verano Holdings Corp. common stock.

What do the restricted stock units in this Verano (VRNO) Form 4 represent?

The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock and vests in stated 25% increments on specified dates between June 1, 2024 and December 1, 2026.