Verano (VRNO) COO receives major RSU grant and settles vested awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Operating Officer Edward Aloysious McDermott III reported several compensation-related equity transactions. On June 1, 2026, he received a grant of 299,145 restricted stock units (RSUs) under the Verano Holdings Corp. Stock and Incentive Plan, each representing a right to one share of common stock.

On the same date, previously granted RSUs vested and were settled into common shares, including 33,640 and 25,546 common shares from RSU conversions. In connection with these vestings, 17,017 common shares were withheld by the company at $1.17 per share to cover income tax obligations, which the filing specifies does not represent an open-market sale. After these transactions, McDermott directly held 329,343 shares of common stock and a substantial remaining RSU balance.

Insider Trade Summary

59,186 shares exercised/converted

Mixed 5 txns

Insider McDermott Edward Aloysious III

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	25,546	$0.00	--
Exercise	Restricted Stock Units	33,640	$0.00	--
Grant/Award	Restricted Stock Units	299,145	$0.00	--
Exercise	Common Stock, par value $0.001	59,186	$0.00	--
Tax Withholding	Common Stock, par value $0.001	17,017	$1.17	$20K

Holdings After Transaction: Restricted Stock Units — 126,478 shares (Direct, null); Common Stock, par value $0.001 — 329,343 shares (Direct, null)

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, 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.

Key Figures

Tax withholding shares: 17,017 shares at $1.17 New RSU grant: 299,145 RSUs RSUs converted to common: 33,640 shares +3 more

6 metrics

Tax withholding shares 17,017 shares at $1.17 Shares withheld to cover income tax on RSU vesting

New RSU grant 299,145 RSUs Grant under Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026

RSUs converted to common 33,640 shares Settlement of vested restricted stock units into common stock

Additional RSUs converted 25,546 shares Further settlement of vested restricted stock units into common stock

Common shares held 329,343 shares Direct Verano common stock ownership after June 1, 2026 transactions

RSU balance after grant 391,983 RSUs Total restricted stock units following the large June 1, 2026 award

Key Terms

Restricted Stock Units, Stock and Incentive Plan, net settlement, income tax withholding

4 terms

Restricted Stock Units financial

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

Stock and Incentive Plan financial

"The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024"

net settlement financial

"in connection with the net settlement of the restricted stock units and does not represent a sale"

income tax withholding financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:30 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
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^*

McDermott Edward Aloysious III

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		M⁽¹⁾		59,186	A	$0	329,343	D
Common Stock, par value $0.001	06/01/2026		F⁽²⁾		17,017	D	$1.17	312,326	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	06/01/2026		M⁽¹⁾			25,546	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	25,546	$0	126,478	D
Restricted Stock Units⁽⁵⁾	$0	06/01/2026		M⁽¹⁾			33,640	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	33,640	$0	92,838	D
Restricted Stock Units	$0	06/01/2026		A⁽⁶⁾		299,145		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.001	299,145	$0	391,983	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, 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-Fact	06/03/2026
	** 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

FAQ

What equity transactions did Verano (VRNO) COO Edward McDermott report?

Edward McDermott reported RSU-related equity activity, including new grants, vesting, and tax withholding. He received 299,145 new restricted stock units, had earlier RSUs convert into common shares, and had 17,017 shares withheld to satisfy income tax obligations tied to these vestings.

How many restricted stock units did the Verano (VRNO) COO receive?

McDermott received a grant of 299,145 restricted stock units under Verano’s Stock and Incentive Plan. Each RSU represents a contingent right to one share of common stock, vesting in scheduled installments between June 2027 and June 2029, subject to the plan’s standard terms and conditions.

Were any of the Verano (VRNO) COO’s Form 4 transactions open-market sales?

The Form 4 states there were no open-market sales. Instead, 17,017 shares of common stock were withheld by Verano to cover income tax obligations from RSU vesting. The filing explicitly notes this withholding is not a sale, but a tax-settlement mechanism.

How many Verano (VRNO) common shares does the COO hold after these transactions?

Following the reported transactions, McDermott directly holds 329,343 shares of Verano common stock. This total reflects RSU settlements into stock and the tax withholding share reduction, and it represents his direct ownership position after the June 1, 2026 activity.

What RSU vesting schedules apply to the Verano (VRNO) COO’s grants?

One RSU grant from June 1, 2024 vests 25% on June 1, 2025, December 1, 2025, June 1, 2026 and December 1, 2026. Another from June 1, 2025 vests in three roughly equal installments on June 1 each year from 2026 through 2028.

How were Verano (VRNO) RSUs settled in the COO’s Form 4 filing?

Vested restricted stock units were settled into common shares of Verano. Some RSUs converted into 33,640 and 25,546 common shares, while 17,017 shares were withheld by the company to meet income tax remittance obligations associated with the net settlement of those RSUs.