Verano (VRNO) CFO granted 300,000 RSU shares with 87,900 withheld for taxes

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Form Type

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Financial Officer Richard C. Tarapchak reported equity compensation activity involving restricted stock units that settled into common stock. On June 9, 2026, he acquired 300,000 shares of common stock through the grant and full vesting of restricted stock units that immediately settled into shares. In connection with this net settlement, 87,900 shares were withheld by the company at an indicated price of $1.08 per share to satisfy income tax withholding and remittance obligations, and this withholding is explicitly stated not to represent a sale. Following these transactions, Tarapchak directly owns 487,010 shares of Verano common stock. The filing reflects compensation-related equity issuance and tax withholding rather than open-market buying or selling.

Insider Trade Summary

Net Buyer: 212,100 shares

Net Buy 2 txns

Insider Tarapchak Richard C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	300,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.001	87,900	$1.08	$95K

Holdings After Transaction: Common Stock, par value $0.001 — 487,010 shares (Direct)

Footnotes (2)

F1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.
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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

Key Figures

RSU shares settled: 300,000 shares Shares withheld for taxes: 87,900 shares Withholding reference price: $1.08 per share +1 more

4 metrics

RSU shares settled 300,000 shares Restricted stock units granted and fully vested on June 9, 2026

Shares withheld for taxes 87,900 shares Withheld to satisfy income tax obligations on June 9, 2026

Withholding reference price $1.08 per share Price per share for tax-withholding disposition entry

Shares held after transactions 574,910 shares Direct ownership by CFO following June 9, 2026 transactions

Key Terms

restricted stock units, net settlement, income tax withholding, derivative exercise/conversion, +1 more

5 terms

restricted stock units financial

"This transaction represents the grant and vesting of restricted stock units which settled 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.

net settlement financial

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

income tax withholding financial

"withheld by the issuer to satisfy its income tax withholding and remittance obligations"

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

Common Stock, par value $0.001 financial

"Common Stock, par value $0.001"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/10/2026 - 05:10 PM Accepted by SEC EDGAR 06/10/2026 - 05:10 PM

FAQ

What insider transactions did Verano Holdings (VRNO) report for its CFO?

Verano Holdings reported that CFO Richard C. Tarapchak received 300,000 shares of common stock through the grant and full vesting of restricted stock units. A portion of these shares was withheld to cover income tax obligations, and no open-market purchases or sales occurred.

Did the Verano Holdings (VRNO) CFO sell any shares in this Form 4?

The CFO did not sell shares in the market. The filing shows 87,900 shares withheld by the company to satisfy income tax obligations related to vested restricted stock units, and it explicitly states this withholding does not represent a sale transaction.

How many Verano Holdings (VRNO) shares did the CFO receive from restricted stock units?

The CFO received 300,000 shares of Verano common stock upon the grant and full vesting of restricted stock units on June 9, 2026. These units settled directly into common shares as part of his equity compensation package approved by the board.

How many Verano Holdings (VRNO) shares were withheld for taxes from the CFO’s grant?

A total of 87,900 Verano common shares were withheld by the issuer to satisfy income tax withholding and remittance obligations. This occurred in connection with the net settlement of the vested restricted stock units into common stock and is not treated as a sale.

What are the CFO’s Verano Holdings (VRNO) shareholdings after these transactions?

After the June 9, 2026 equity compensation and related tax withholding, CFO Richard C. Tarapchak directly holds 574,910 shares of Verano Holdings common stock. This figure reflects his position following both the restricted stock unit settlement and the share withholding for taxes.

What do the restricted stock unit terms mean in the Verano Holdings (VRNO) Form 4?

The restricted stock units were granted on June 9, 2026, following board approval, and were fully vested at the time of grant. They immediately settled into common stock, with some resulting shares withheld by the issuer to cover income tax withholding obligations through a net settlement mechanism.

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^*

Tarapchak Richard C

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
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	06/09/2026		M⁽¹⁾		300,000	A	$0	574,910	D
Common Stock, par value $0.001	06/09/2026		F⁽²⁾		87,900	D	$1.08	487,010	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)

Explanation of Responses:

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.

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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

	/s/ Laura Marie Kalesnik, Attorney-in-Fact	06/10/2026
	** 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)

Source: View Original Filing on SEC EDGAR