Verano (VRNO) VP receives stock from RSU vesting, shares withheld for taxes

Rhea-AI Filing Summary

Verano Holdings Corp. VP and Corporate Controller Josh Heine reported routine equity compensation activity tied to previously granted restricted stock units. He settled 817 vested RSUs into an equal number of common shares at a conversion price of $0.00 per share.

To cover income tax obligations, 283 of those common shares were withheld by the company at $1.29 per share, which the footnotes state does not represent a market sale. After these transactions, Heine directly holds 4,122 common shares and 27,981 restricted stock units that continue to vest under the company’s stock and incentive plan.

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^*

Heine Josh

(Last) (First) (Middle)

224 W 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)
	VP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		M(1)		817	A	$0	4,405	D
Common Stock	03/09/2026		F(2)		283	D	$1.29	4,122	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	03/09/2026		M(1)			817	(4)	(4)	Common Stock, par value $0.001	817	$0	27,981	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 were granted under the Verano Holdings Corp. Stock and Incentive Plan on March 25, 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 March 5, 2025, September 5, 2025 and March 5, 2026 and thereafter will vest 25% on September 5, 2026.

4. The restricted stock units disposed in this transaction settled on March 9, 2026.

	/s/ Kevan Fisher, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Verano Holdings (VRNO) report for Josh Heine?

Verano Holdings (VRNO) reported that VP and Corporate Controller Josh Heine settled 817 vested restricted stock units into common shares. This was part of his stock compensation plan rather than an open-market purchase or sale.

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

The filing shows 283 common shares were withheld by Verano to satisfy income tax withholding and remittance obligations. The footnotes clarify this tax-withholding disposition does not represent an open-market sale of stock by the insider.

How many Verano (VRNO) shares does Josh Heine hold after this transaction?

After the reported transactions, Josh Heine directly holds 4,122 common shares of Verano Holdings. This reflects the net result of converting vested restricted stock units and withholding a portion of shares to cover associated tax obligations.

What happens to Josh Heine’s remaining Verano (VRNO) restricted stock units?

Following the settlement, Josh Heine holds 27,981 restricted stock units in Verano. These RSUs were granted under the company’s stock and incentive plan and continue to vest in scheduled 25% installments through September 5, 2026, according to the footnotes.

Was the Verano (VRNO) Form 4 a market sale or routine compensation event?

The activity reflects a routine compensation event. Vested restricted stock units converted into common shares, and some shares were withheld to pay taxes. The footnotes explicitly state the withheld shares do not represent a market sale by the insider.

What was the origin and vesting schedule of the Verano (VRNO) RSUs in this filing?

The restricted stock units were granted on March 25, 2024 under Verano’s Stock and Incentive Plan. Each RSU equals one common share, vesting 25% on March 5, 2025, September 5, 2025, March 5, 2026, and 25% again on September 5, 2026.