Verano (VRNO) director Tipton settles RSUs, receives 909,090-share consulting grant

Rhea-AI Filing Summary

Verano Holdings Corp. director John Allen Tipton reported compensation-related equity movements. On March 16, 2026, vested restricted stock units covering 168,971 underlying shares of Common Stock were settled into shares, with all related derivative positions fully exercised.

To cover income tax obligations from this settlement, 51,936 Common Stock shares were withheld by the company at $1.18 per share, and this did not represent a market sale. The same day, Tipton received a grant of 909,090 fully vested restricted stock units as inducement for future services under a consulting agreement following his retirement as an officer.

After these transactions, Tipton held 4,325,649 Common Stock shares directly and 461,758 shares indirectly through his spouse and a spouse-controlled trust. The filing also corrects prior disclosures, reducing his previously reported beneficial ownership by 220,157 shares due to an earlier inadvertent error.

Insights

Equity compensation and governance analyst

Routine equity vesting and a new consulting grant reshape, but do not transform, Tipton’s Verano share position.

The activity centers on compensation rather than open-market trading. Tipton’s restricted stock units vested on an accelerated basis as he retired as an officer on March 16, 2026, converting 168,971 units into Common Stock and eliminating the related derivative position.

To satisfy tax obligations, 51,936 shares were withheld at $1.18 per share, which the disclosure explicitly states is not a sale. Separately, Tipton received 909,090 fully vested restricted stock units as inducement for a post-employment consulting agreement, increasing his direct equity exposure.

Post-transaction, he directly owns 4,325,649 shares and indirectly 461,758 shares via his spouse and a spouse-controlled trust. The correction reducing previously reported beneficial ownership by 220,157 shares is administrative. Overall, these are structural and compensation-driven changes with neutral directional signal for outside investors.

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^*

Tipton John Allen

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	03/16/2026		M(1)		168,971	A	$0	3,468,495(2)	D
Common Stock, par value $0.001	03/16/2026		F(3)		51,936	D	$1.18	3,416,559	D
Common Stock, par value $0.001	03/16/2026		A(4)		909,090	A	$0	4,325,649	D
Common Stock, par value $0.001								461,758	I	By spouse(5)

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(1)	$0	03/16/2026		M(1)			168,971	(1)	(1)	Common Stock, par value $0.001	168,971	$0	0	D

Explanation of Responses:

1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value, $0.001 ("Common Stock"). The restricted stock units vested, on an accelerated basis, on March 16, 2026 following the approval of the Verano Holding Corp.'s (the "Company") Board of Directors in recognition of Mr. Tipton's contributions to the Company upon his retirement as an officer of the Company on March 16, 2026.

2. The total number of shares reported on this Form 4 have been corrected to reduce the number of shares of Common Stock Mr. Tipton beneficially owns by 220,157 shares, which were previously misreported due to an inadvertent error.

3. Represents the number of shares of Common Stock that have been withheld by the Company 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.

4. Represents restricted stock units granted to Mr. Tipton as inducement to enter into and in consideration of future services to be performed under a Consulting Agreement entered into by the Company and Mr. Tipton following the end of his employment as an officer of the Company on March 16, 2026. The restricted stock units were granted on March 16, 2026 and fully vested at the time of the grant.

5. Represents (i) 351,914 shares held in a trust controlled by Mr. Tipton's spouse and (ii) 109,844 shares held by Mr. Tipton's spouse.

	/s/ Kevan Fisher, Attorney-in-Fact	03/18/2026
	** 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)

FAQ

What did Verano (VRNO) director John Allen Tipton report in this Form 4?

John Allen Tipton reported vesting and settlement of 168,971 restricted stock units into Common Stock, tax-share withholding of 51,936 shares, and a new grant of 909,090 fully vested restricted stock units tied to a consulting agreement, plus a correction to prior beneficial ownership data.

Did John Allen Tipton buy or sell Verano (VRNO) shares on the market?

The disclosure shows no open-market purchases or sales. Shares were acquired through restricted stock unit settlement and a fully vested grant, while 51,936 shares were withheld by Verano to cover income tax obligations, which the filing states does not represent a sale.

How many Verano (VRNO) shares does John Allen Tipton hold after these transactions?

After the reported transactions, Tipton holds 4,325,649 Verano Common Stock shares directly. He also holds 461,758 shares indirectly through his spouse and a spouse-controlled trust, reflecting both his direct and family-related equity exposure as of the Form 4 disclosure date.

What is the significance of the 909,090-share grant to John Allen Tipton at Verano (VRNO)?

Tipton received 909,090 restricted stock units that were fully vested upon grant. The filing explains they were granted as inducement and consideration for future services under a consulting agreement, effective after his retirement as an officer on March 16, 2026, linking equity directly to ongoing advisory work.

Why did Verano (VRNO) withhold 51,936 shares from John Allen Tipton?

Verano withheld 51,936 Common Stock shares at $1.18 per share to satisfy its income tax withholding and remittance obligations related to the net settlement of vested restricted stock units. The company clarifies that this withholding is not treated as a sale of shares by Tipton.

What correction to prior Verano (VRNO) ownership reporting does John Allen Tipton disclose?

Tipton notes that his total reported shares have been corrected to reduce his beneficially owned Common Stock by 220,157 shares. The filing states these shares were previously misreported due to an inadvertent error, making this a cleanup of earlier disclosure rather than a new transaction.

How are John Allen Tipton’s indirect Verano (VRNO) holdings structured?

Indirect holdings total 461,758 Verano shares. Footnotes state this consists of 351,914 shares held in a trust controlled by Tipton’s spouse and 109,844 shares held directly by his spouse, clarifying how family-related ownership is allocated and reported in the Form 4 filing.