Verano Holdings (VRNO) CFO reports RSU settlement and 233,191 common shares held

Rhea-AI Filing Summary

Verano Holdings Corp. reported a Form 4 transaction for its Chief Financial Officer involving the settlement of restricted stock units into common shares. On December 1, 2025, vested restricted stock units converted into 64,945 shares of common stock, par value $0.001, at a reported price of $0 per share, increasing the officer’s directly held common stock to 252,221 shares.

On the same date, 19,030 shares of common stock were withheld at a price of $0.91 per share to cover income tax withholding and remittance obligations, leaving 233,191 shares of common stock held directly. The filing also shows derivative holdings: after exercises of restricted stock units covering 43,164 shares and 21,781 shares, the officer continues to hold 177,039 and 155,258 restricted stock units, respectively, each representing a contingent right to receive one share of common stock on future vesting dates.

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

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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^*

Tarapchak Richard C

(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 Financial 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)		64,945	A	$0	252,221	D
Common Stock, par value $0.001	12/01/2025		F(2)		19,030	D	$0.91	233,191	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(3)	$0	12/01/2025		M(1)			43,164	(4)	(4)	Common Stock, par value $0.001	43,164	$0	177,039	D
Restricted Stock Units(5)	$0	12/01/2025		M(1)			21,781	(4)	(4)	Common Stock, par value $0.001	21,781	$0	155,258	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 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.

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

5. 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.
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FAQ

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

The Chief Financial Officer of Verano Holdings Corp. reported the settlement of vested restricted stock units into 64,945 shares of common stock, par value $0.001, on December 1, 2025.

How many Verano Holdings (VRNO) shares does the CFO own after this transaction?

After the reported transactions, the Chief Financial Officer beneficially owns 233,191 shares of Verano Holdings common stock, par value $0.001, held directly.

Were any Verano Holdings (VRNO) shares sold in the open market in this filing?

The filing states that 19,030 shares of common stock were withheld by Verano Holdings to satisfy income tax withholding and remittance obligations related to the restricted stock unit settlement, and it notes this does not represent a sale.

What restricted stock units are involved for Verano Holdings Corp. (VRNO)?

The filing shows exercises of restricted stock units covering 43,164 shares and 21,781 shares of common stock. After these transactions, the officer holds 177,039 and 155,258 restricted stock units, each representing a contingent right to receive one share of common stock as vesting occurs.

When do the Verano Holdings (VRNO) restricted stock units vest?

One grant of restricted stock units, issued on June 1, 2023, vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025. Another grant, issued on June 1, 2024, vested 25% on June 1, 2025 and December 1, 2025, and will vest 25% on each of June 1, 2026 and December 1, 2026.

What is the role of the reporting person in Verano Holdings Corp. (VRNO)?

The reporting person in this Form 4 is an officer of Verano Holdings Corp., serving as its Chief Financial Officer.