Verano officer settles 163 RSUs, 48 shares withheld

Verano Holdings Corp. (VRNO) reported that officer Josh Heine, VP, Corporate Controller, settled 163 restricted stock units into an equal number of shares of Common Stock on September 8, 2026 under the company’s Stock and Incentive Plan.

Rhea-AI Filing Summary

Verano Holdings Corp. (VRNO) reported that officer Josh Heine, VP, Corporate Controller, settled 163 restricted stock units into an equal number of shares of Common Stock on September 8, 2026 under the company’s Stock and Incentive Plan. Of these, 48 shares were withheld by Verano to cover income tax withholding at $6.16 per share, which the filing states does not represent a sale. The RSUs were originally granted on March 25, 2024 and vest in four 25% installments. After this settlement, 17,091 restricted stock units remain outstanding for Heine. Verano completed a 1-for-5 reverse stock split on June 11, 2026, and all share figures in this report are adjusted to reflect that split. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

163 shares exercised/converted

Exercise 3 txns

Insider Heine Josh

Role VP, Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F4, F1, F5	163	$0.00	$0.00
Exercise	Common Stock, par value $0.001 F1, F2	163	$0.00	$0.00
Tax Withholding	Common Stock, par value $0.001 F3	48	$6.16	$295.68

Holdings After Transaction: Restricted Stock Units — 17,091 contracts (Direct); Common Stock, par value $0.001 — 2,305 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. On June 11, 2026, the Company completed a 1-for-5 reverse stock split (the "Stock Split"). The numbers of securities included herein have been adjusted to reflect the Stock Split.
3. F3. 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.
4. F4. 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 share of Common Stock and vested 25% on each of March 5, 2025, September 5, 2025, March 5, 2026 and September 5, 2026.
5. F5. The restricted stock units disposed in this transaction settled on September 8, 2026.

Key Figures

RSUs settled: 163 units Common shares acquired from RSU settlement: 163 shares Shares withheld for tax: 48 shares +3 more

6 metrics

RSUs settled 163 units Restricted stock units settled into Common Stock on September 8, 2026

Common shares acquired from RSU settlement 163 shares Shares of Common Stock received upon settlement of vested RSUs

Shares withheld for tax 48 shares Common shares withheld to satisfy income tax withholding obligations

Withholding share price $6.16 per share Price used for shares withheld to satisfy tax obligations

RSUs remaining after transaction 17,091 units Restricted stock units reported as outstanding following the September 8, 2026 settlement

Reverse stock split ratio 1-for-5 Reverse stock split completed on June 11, 2026, applied to reported figures

Key Terms

Restricted Stock Units, net settlement, reverse stock split, Stock and Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"This transaction represents the settlement of vested restricted stock units"

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.

net settlement financial

"in connection with the net settlement of the restricted stock units"

reverse stock split financial

"the Company completed a 1-for-5 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Stock and Incentive Plan financial

"granted under the Verano Holdings Corp. Stock and Incentive Plan"

income tax withholding and remittance obligations financial

"to satisfy its income tax withholding and remittance obligations"

FAQ

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

The company reported that Josh Heine, VP, Corporate Controller, settled 163 restricted stock units into the same number of Common Shares on September 8, 2026, as part of a scheduled vesting under Verano’s Stock and Incentive Plan.

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

Verano withheld 48 shares of Common Stock at $6.16 per share to satisfy its income tax withholding and remittance obligations in connection with the RSU net settlement, and the filing states this does not represent a sale.

How many Verano (VRNO) restricted stock units does Josh Heine hold after this transaction?

Following the September 8, 2026 settlement, 17,091 restricted stock units remain outstanding for Josh Heine, as reported in the post-transaction derivative holdings field.

When were the Verano (VRNO) RSUs granted to Josh Heine and how do they vest?

The restricted stock units were granted on March 25, 2024 under the Verano Holdings Corp. Stock and Incentive Plan and vest 25% on each of March 5, 2025, September 5, 2025, March 5, 2026 and September 5, 2026.

Did Verano (VRNO) indicate these insider transactions were under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked such that no Rule 10b5-1 trading plan is reported for these transactions.

What reverse stock split did Verano (VRNO) complete and how does it affect this Form 4?

Verano completed a 1-for-5 reverse stock split on June 11, 2026. A footnote states that the numbers of securities reported in this Form 4 have been adjusted to reflect the Stock Split.

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Available on EDGAR 09/10/2026 - 04:31 PM Accepted by SEC EDGAR 09/10/2026 - 04:30 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
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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^*

Heine Josh

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Corporate Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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	09/08/2026		M(1)		163	A	$0	2,353(2)	D
Common Stock, par value $0.001	09/08/2026		F(3)		48	D	$6.16	2,305	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	09/08/2026		M(1)			163	(5)	(5)	Common Stock, par value $0.001	163	$0	17,091	D

Explanation of Responses:

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

2. On June 11, 2026, the Company completed a 1-for-5 reverse stock split (the "Stock Split"). The numbers of securities included herein have been adjusted to reflect the Stock Split.

3. 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.

4. 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 share of Common Stock and vested 25% on each of March 5, 2025, September 5, 2025, March 5, 2026 and September 5, 2026.

5. The restricted stock units disposed in this transaction settled on September 8, 2026.

	/s/ Josh Heine	09/10/2026
	** 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)