STOCK TITAN

Verano Holdings (VRNO) VP logs RSU grants, exercises and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Verano Holdings Corp. VP and Corporate Controller Josh Heine reported compensation-related equity activity involving restricted stock units and common shares. He exercised derivative awards into 9,659 shares of common stock and the company withheld 2,831 shares at $1.17 per share to cover tax obligations, which the filing states does not represent a sale. Following the tax withholding disposition, he directly holds 10,950 common shares. He also received a new grant of 67,948 restricted stock units that each represent a contingent right to one common share, along with additional RSU vesting and settlements on June 1, 2026 under the company’s Stock and Incentive Plan. These transactions reflect equity compensation, not open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Heine Josh
Role VP, Corporate Controller
Type Security Shares Price Value
Exercise Restricted Stock Units 1,816 $0.00 --
Exercise Restricted Stock Units 7,843 $0.00 --
Grant/Award Restricted Stock Units 67,948 $0.00 --
Exercise Common Stock, par value $0.001 9,659 $0.00 --
Tax Withholding Common Stock, par value $0.001 2,831 $1.17 $3K
Holdings After Transaction: Restricted Stock Units — 26,165 shares (Direct, null); Common Stock, par value $0.001 — 13,781 shares (Direct, null)
Footnotes (1)
  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, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026. The restricted stock units disposed in this transaction settled on June 1, 2026. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026. Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.
Tax-withheld shares 2,831 shares at $1.17 Shares withheld to satisfy income tax obligations on June 1, 2026
Options/RSUs exercised 9,659 shares Common stock acquired via derivative exercise/conversion on June 1, 2026
New RSU grant 67,948 units RSUs granted June 1, 2026 under Stock and Incentive Plan
Common shares held 10,950 shares Direct common stock ownership after tax withholding transaction
RSU vesting schedule (2024 grant) 4 x 25% Vests 25% on June 1, 2025; Dec 1, 2025; June 1, 2026; Dec 1, 2026
RSU vesting schedule (2025 grant) 3 x ~33.33% Vests 33.33% on June 1, 2026 and 2027, 33.34% on June 1, 2028
Restricted Stock Units financial
"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024."
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 on June 1, 2024."
tax withholding financial
"have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each restricted stock unit reflects a contingent right to receive one share of Common Stock"
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SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Corporate Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.00106/01/2026M(1)9,659A$013,781D
Common Stock, par value $0.00106/01/2026F(2)2,831D$1.1710,950D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)$006/01/2026M(1)1,816 (4) (4)Common Stock, par value $0.0011,816$026,165D
Restricted Stock Units(5)$006/01/2026M(1)7,843 (4) (4)Common Stock, par value $0.0017,843$018,322D
Restricted Stock Units$006/01/2026A(6)67,948 (7) (7)Common Stock, par value $0.00167,948$086,270D
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, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
4. The restricted stock units disposed in this transaction settled on June 1, 2026.
5. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
7. Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.
/s/ Laura Marie Kalesnik, Attorney-in-Fact06/03/2026
** Signature of Reporting PersonDate
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)