Verano Holdings (CSE: VRNO) COO reports RSU settlement and 10b5-1 share sale

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Operating Officer Form 4 activity shows equity awards vesting, tax withholding, and a small programmed sale. On December 1, 2025, vested restricted stock units were settled into 96,827 shares of common stock at an exercise price of $0, increasing the officer’s direct holdings. The issuer then withheld 27,839 shares at a price of $0.91 to cover tax obligations, which is recorded as a disposition but not a market sale. On December 2, 2025, the officer sold 3,451 shares of common stock at $0.95 under a Rule 10b5-1 trading plan adopted on September 5, 2025, leaving 270,157 common shares directly owned. The filing also details multiple restricted stock unit grants from 2023 and 2024 that vest in 25% increments through December 1, 2026, with remaining unvested and unsettled units reported as derivative securities.

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).

X

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^*

McDermott Edward Aloysious III

(Last) (First) (Middle)

224 WEST 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)
	Chief Operating Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	12/01/2025		M(1)		96,827	A	$0	301,447	D
Common Stock, par value $0.001	12/01/2025		F(2)		27,839	D	$0.91	273,608	D
Common Stock, par value $0.001	12/02/2025		S(3)		3,451	D	$0.95	270,157	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	12/01/2025		M(1)			46,972	(5)	(5)	Common Stock, par value $0.001	46,972	$0	201,879	D
Restricted Stock Units(6)	$0	12/01/2025		M(1)			24,308	(5)	(5)	Common Stock, par value $0.001	24,308	$0	177,571	D
Restricted Stock Units(7)	$0	12/01/2025		M(1)			25,547	(5)	(5)	Common Stock, par value $0.001	25,547	$0	152,024	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 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2025. All shares were sold at a price of $0.95.

4. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. 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, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

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

6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. 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, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

7. 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 June 1, 2025 and December 1, 2025 and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

	/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.

FAQ

What insider transaction did Verano Holdings (VRNO) disclose in this Form 4?

The filing reports that the Chief Operating Officer of Verano Holdings Corp. settled vested restricted stock units into 96,827 shares of common stock on December 1, 2025, had shares withheld for taxes, and sold a small number of shares under a Rule 10b5-1 plan.

How many Verano Holdings (VRNO) shares did the COO sell and at what price?

The COO sold 3,451 shares of Verano Holdings common stock on December 2, 2025 at a price of $0.95 per share. The filing notes that all of these shares were sold pursuant to a Rule 10b5-1 trading plan.

How many Verano Holdings (VRNO) shares does the reporting person own after these transactions?

After the reported transactions, the COO directly owns 270,157 shares of Verano Holdings common stock, as shown in the beneficial ownership column of Table I.

Were any Verano Holdings (VRNO) shares sold to cover taxes on the restricted stock units?

Yes. The filing states that 27,839 shares of common stock at $0.91 were withheld by the issuer to satisfy income tax withholding and remittance obligations related to the restricted stock unit settlement, and that this does not represent a market sale.

What is the nature of the Verano Holdings (VRNO) restricted stock units reported in this Form 4?

The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023, September 1, 2023, and June 1, 2024. Each unit represents a contingent right to receive one share of common stock and vests in 25% increments on specified dates from June 1, 2024 through December 1, 2026.

Was the Verano Holdings (VRNO) insider sale executed under a Rule 10b5-1 plan?

Yes. The filing notes that the sale of 3,451 shares at $0.95 on December 2, 2025 was carried out under a Rule 10b5-1 trading plan adopted by the reporting person on September 5, 2025.