Verano Holdings (VRNO) officer settles RSUs and has 533 shares withheld for taxes

Q: How many Verano Holdings (VRNO) shares were withheld for taxes in this transaction?

The filing states that 533 shares of Verano Holdings Corp. common stock were withheld at $0.91 per share to satisfy income tax withholding and remittance obligations related to the restricted stock unit settlement.

Q: How many restricted stock units remain outstanding for the Verano Holdings (VRNO) officer?

The filing shows the officer beneficially owned 28,798 restricted stock units following the reported transaction.

Q: Does the Form 4 indicate a market sale of Verano Holdings (VRNO) shares by the officer?

The explanation notes that the 533 shares were withheld by Verano Holdings Corp. to satisfy tax obligations and explicitly states this does not represent a sale .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Verano Holdings Corp. executive reports restricted stock unit settlement. A company officer serving as VP, Corporate Controller converted 1,817 restricted stock units into shares of Verano Holdings Corp. common stock on December 1, 2025 through a transaction coded "M". In a separate transaction coded "F", 533 shares were withheld at a price of $0.91 per share to cover income tax withholding obligations, which is described as not representing a market sale.

After these transactions, the officer directly owned 3,588 shares of common stock and 28,798 restricted stock units. The restricted stock units were granted on June 1, 2024 and vest 25% on each of June 1, 2025, December 1, 2025, June 1, 2026, and December 1, 2026.

Insider Trade Summary

1,817 shares exercised/converted

Mixed 3 txns

Insider Heine Josh

Role VP, Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,817	$0.00	--
Exercise	Common Stock, par value $0.001	1,817	$0.00	--
Tax Withholding	Common Stock, par value $0.001	533	$0.91	$485.03

Holdings After Transaction: Restricted Stock Units — 28,798 shares (Direct); Common Stock, par value $0.001 — 4,121 shares (Direct)

Footnotes (1)

This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001. 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. 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 each of June 1, 2025 and December 1, 2025 and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026. The restricted stock units disposed in this transaction settled on December 1, 2025.

Form 4 Insider Transactions: What Each Field Means →

12/03/2025 - 06:57 PM

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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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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	12/01/2025		M⁽¹⁾		1,817	A	$0	4,121	D
Common Stock, par value $0.001	12/01/2025		F⁽²⁾		533	D	$0.91	3,588	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽³⁾	$0	12/01/2025		M⁽¹⁾			1,817	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	1,817	$0	28,798	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 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 each of June 1, 2025 and December 1, 2025 and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

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

	/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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The filing reports that a Verano Holdings Corp. officer settled 1,817 restricted stock units into common shares on December 1, 2025 and had a portion of shares withheld to cover taxes.

How many Verano Holdings (VRNO) shares were withheld for taxes in this transaction?

The filing states that 533 shares of Verano Holdings Corp. common stock were withheld at $0.91 per share to satisfy income tax withholding and remittance obligations related to the restricted stock unit settlement.

How many Verano Holdings Corp. (VRNO) shares does the reporting person own after the transaction?

After the reported transactions, the officer directly owned 3,588 shares of Verano Holdings Corp. common stock.

What is the vesting schedule of the Verano Holdings (VRNO) restricted stock units in this filing?

The restricted stock units were granted on June 1, 2024 and vest 25% on each of June 1, 2025, December 1, 2025, June 1, 2026, and December 1, 2026.

How many restricted stock units remain outstanding for the Verano Holdings (VRNO) officer?

The filing shows the officer beneficially owned 28,798 restricted stock units following the reported transaction.

Does the Form 4 indicate a market sale of Verano Holdings (VRNO) shares by the officer?

The explanation notes that the 533 shares were withheld by Verano Holdings Corp. to satisfy tax obligations and explicitly states this does not represent a sale.