Verano Holdings (VRNO) officer and director reports RSU settlement and tax share withholding

Rhea-AI Filing Summary

Verano Holdings Corp. insider reports equity compensation activity. A director and officer of Verano settled vested restricted stock units into 122,473 shares of common stock on December 1, 2025 at an exercise price of $0, increasing their directly held shares to 3,499,862. To cover income tax withholding on this vesting, the issuer withheld 29,823 shares at a value of $0.91 per share, leaving the insider with 3,470,039 directly owned shares afterward.

On the derivative side, the insider exercised restricted stock units granted under Verano’s Stock and Incentive Plan, including 91,817 units granted in 2023 and 30,656 units granted in 2024, each unit representing the right to receive one common share as vesting milestones were reached. Following these settlements, the insider continues to hold 199,627 and 168,971 restricted stock units, respectively, which vest over a schedule extending through June 1, 2026 and December 1, 2026.

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).

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^*

Tipton John Allen

(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)

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

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)		122,473	A	$0	3,499,862	D
Common Stock, par value $0.001	12/01/2025		F(2)		29,823	D	$0.91	3,470,039	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(3)	$0	12/01/2025		M(1)			91,817	(4)	(4)	Common Stock, par value $0.001	91,817	$0	199,627	D
Restricted Stock Units(5)	$0	12/01/2025		M(1)			30,656	(4)	(4)	Common Stock, par value $0.001	30,656	$0	168,971	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. 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.

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

5. 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.

Remarks:

President of the Southern Region

	/s/ Kevan Fisher, Attorney-in-Fact	12/03/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Verano Holdings Corp. (VRNO) report on this Form 4?

The filing reports that a Verano Holdings Corp. director and officer settled vested restricted stock units into 122,473 shares of common stock on December 1, 2025, and had shares withheld to cover tax obligations.

How many Verano (VRNO) shares does the reporting person own after the December 1, 2025 transactions?

After the reported equity compensation and tax withholding transactions on December 1, 2025, the reporting person directly owns 3,470,039 shares of Verano Holdings Corp. common stock.

Why were 29,823 Verano (VRNO) shares disposed of in this Form 4?

The 29,823 shares of Verano common stock were withheld by the issuer at $0.91 per share to satisfy income tax withholding and remittance obligations related to the restricted stock unit settlement, and the filing notes this does not represent a market sale.

What restricted stock units are disclosed for the Verano (VRNO) insider in this filing?

The insider exercised restricted stock units originally granted on June 1, 2023 (covering 91,817 shares) and on June 1, 2024 (covering 30,656 shares). These units vest in 25% installments on specified dates through June 1, 2026 and December 1, 2026.

How many Verano (VRNO) restricted stock units does the insider still hold after these transactions?

Following the December 1, 2025 activity, the insider beneficially owns 199,627 restricted stock units from the 2023 grant and 168,971 restricted stock units from the 2024 grant, each representing the right to receive one share of common stock upon vesting.

What is the reporting person’s role at Verano Holdings Corp. (VRNO)?

The reporting person is identified as both a director and an officer of Verano Holdings Corp., with the title noted as President of the Southern Region.