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Verano Holdings CPO settles RSUs, withholds shares

Verano Holdings Corp.'s Chief People Officer Destiny Lynn Thompson settled vested restricted stock units into 87,647 shares of common stock on December 1, 2025.

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Form Type
4

Rhea-AI Filing Summary

Verano Holdings Corp.'s Chief People Officer Destiny Lynn Thompson settled vested restricted stock units into 87,647 shares of common stock on December 1, 2025. 25,682 shares were withheld at $0.91 to cover taxes and are not a sale. She now holds 264,232 common shares and 131,754 restricted stock units directly.

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Insider Thompson Destiny Lynn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 65,507 $0.00 $0.00
Exercise Restricted Stock Units 22,140 $0.00 $0.00
Exercise Common Stock, par value $0.001 87,647 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, par value $0.001 25,682 $0.91 $23K
Holdings After Transaction: Restricted Stock Units — 131,754 contracts (Direct); Common Stock, par value $0.001 — 264,232 shares (Direct)
Footnotes (5)
  1. F1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
  2. F2. 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. F3. 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. F4. The restricted stock units disposed in this transaction settled on December 1, 2025.
  5. F5. 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.
RSU settlement shares 87,647 shares Common stock issued upon restricted stock unit settlement on December 1, 2025
Tax-withheld shares 25,682 shares Shares of common stock withheld to satisfy income tax obligations at settlement
Tax withholding price $0.9100 per share Per-share value used for the tax-withholding disposition of 25,682 shares
Post-transaction common stock holding 264,232 shares Directly held common stock after RSU settlement and tax withholding
Post-transaction RSU holding 131,754 units Directly held restricted stock units after the reported transactions
RSU grant dates June 1, 2023 and June 1, 2024 Dates RSUs were granted under Verano Holdings Corp. Stock and Incentive Plan
Restricted Stock Units financial
"This transaction represents the settlement of vested restricted stock units into Common Stock"
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"
net settlement financial
"in connection with the net settlement of the restricted stock units"
income tax withholding financial
"to satisfy its income tax withholding and remittance obligations"

FAQ

What insider transaction did Verano Holdings (VRNO) report for Destiny Lynn Thompson?

Destiny Lynn Thompson settled vested restricted stock units into common stock for Verano Holdings. On December 1, 2025, she converted 87,647 RSU-linked shares into common stock and had a portion withheld for taxes, reflecting routine equity compensation activity rather than discretionary market trading.

How many shares did Destiny Lynn Thompson acquire through RSU settlement in VRNO's filing?

She acquired 87,647 shares of common stock through settlement of restricted stock units. These shares came from two RSU grants under Verano Holdings’ Stock and Incentive Plan, vesting in scheduled 25% installments between 2024 and 2026 as described in the compensation footnotes.

How many shares were withheld for taxes in the Verano Holdings (VRNO) Form 4?

The filing reports 25,682 shares of common stock withheld at $0.91 per share to satisfy income tax withholding and remittance obligations. The footnotes state this does not represent a sale, but a tax-withholding disposition associated with the RSU net settlement.

What are Destiny Lynn Thompson's holdings after the reported VRNO transactions?

After these transactions, Destiny Lynn Thompson directly holds 264,232 shares of common stock and 131,754 restricted stock units. These canonical post-transaction holdings reflect her remaining equity position in Verano Holdings following the RSU settlement and tax-withholding share disposition.

Were Destiny Lynn Thompson's reported VRNO transactions market sales of stock?

No. The filing specifies 25,682 shares were withheld for taxes in connection with RSU settlement and do not represent a sale. The other movements are RSU exercises and conversions into common stock under the Stock and Incentive Plan, not open-market sales.

When were the RSUs in Verano Holdings (VRNO) Form 4 granted and how do they vest?

The RSUs were granted on June 1, 2023 and June 1, 2024 under Verano’s Stock and Incentive Plan. Each grant vests 25% in a series of dates from 2024 through 2026, with the disposed units settling on December 1, 2025 as disclosed.

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

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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*
Thompson Destiny Lynn

(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 People 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) 87,647 A $0 289,914 D
Common Stock, par value $0.001 12/01/2025 F(2) 25,682 D $0.91 264,232 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) 65,507 (4) (4) Common Stock, par value $0.001 65,507 $0 153,894 D
Restricted Stock Units(5) $0 12/01/2025 M(1) 22,140 (4) (4) Common Stock, par value $0.001 22,140 $0 131,754 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.
/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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