Verano Holdings Corp. (VRNO) Chief People Officer settles RSUs and updates ownership

Rhea-AI Filing Summary

Verano Holdings Corp. (VRNO) reported an insider equity transaction by its Chief People Officer. On December 1, 2025, vested restricted stock units were settled into 87,647 shares of common stock at $0, increasing the officer’s directly held common shares to 289,914 before tax withholding. To satisfy income tax obligations on this net settlement, the issuer withheld 25,682 shares of common stock at a price of $0.91 per share, reducing directly held common stock to 264,232 shares. The transactions are labeled as an RSU settlement (code M) and share withholding for taxes (code F) rather than open market sales. The officer continues to hold derivative interests in restricted stock units that were granted under Verano’s Stock and Incentive Plan and vest in scheduled 25% installments through December 1, 2026.

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^*

Thompson Destiny Lynn

(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 People 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)		87,647	A	$0	289,914	D
Common Stock, par value $0.001	12/01/2025		F(2)		25,682	D	$0.91	264,232	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)			65,507	(4)	(4)	Common Stock, par value $0.001	65,507	$0	153,894	D
Restricted Stock Units(5)	$0	12/01/2025		M(1)			22,140	(4)	(4)	Common Stock, par value $0.001	22,140	$0	131,754	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
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FAQ

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

The Chief People Officer of Verano Holdings Corp. reported the settlement of vested restricted stock units into common shares on December 1, 2025, along with issuer share withholding to cover taxes on that settlement.

How many Verano (VRNO) shares were acquired through RSU settlement?

The filing shows that 87,647 shares of Verano common stock, par value $0.001, were acquired at $0 in connection with the settlement of vested restricted stock units.

Did the Verano (VRNO) insider sell shares in the open market?

The filing describes a transaction coded M for RSU settlement and a transaction coded F representing 25,682 shares withheld by the issuer at $0.91 per share to satisfy income tax obligations, which the explanation states does not represent a sale.

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

After the reported RSU settlement and tax withholding, the reporting officer beneficially owns 264,232 shares of Verano common stock directly.

What are the key terms of the Verano (VRNO) restricted stock units involved?

The RSUs were granted under the Verano Holdings Corp. Stock and Incentive Plan. One grant from June 1, 2023 vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025. Another grant from June 1, 2024 vested 25% on June 1, 2025 and December 1, 2025, with the remaining 25% portions scheduled to vest on June 1, 2026 and December 1, 2026.

What is the reporting person’s role at Verano Holdings Corp. (VRNO)?

The reporting person is identified as an Officer of Verano Holdings Corp., serving as its Chief People Officer.