Verano (VRNO) COO receives 300,000 RSUs with 86,250 shares withheld for tax

Rhea-AI Filing Summary

Verano Holdings Corp. Chief Operating Officer Edward Aloysious McDermott III reported compensation-related share activity. On June 9, 2026, he received and immediately vested in 300,000 restricted stock units that settled into common shares. In connection with this net settlement, 86,250 shares were withheld by the company at $1.08 per share to cover income tax obligations, which the filing states does not represent a sale. After these transactions, he directly holds 526,076 shares of Verano common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McDermott Edward Aloysious III

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	300,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001	86,250	$1.08	$93K

Holdings After Transaction: Common Stock, par value $0.001 — 612,326 shares (Direct, null)

Footnotes (1)

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant. 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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

Key Figures

RSUs granted and vested: 300,000 units Shares withheld for taxes: 86,250 shares Withholding share value: $1.08 per share +1 more

4 metrics

RSUs granted and vested 300,000 units Restricted stock units granted and fully vested on June 9, 2026

Shares withheld for taxes 86,250 shares Withheld to satisfy income tax obligations on RSU settlement

Withholding share value $1.08 per share Value used for 86,250 withheld shares

Shares held after transactions 526,076 shares Direct Verano common stock holdings after RSU settlement and withholding

Key Terms

restricted stock units, net settlement, income tax withholding, Common Stock, par value $0.001

4 terms

restricted stock units financial

"This transaction represents the grant and vesting of restricted stock units which settled 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.

net settlement financial

"income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units"

income tax withholding financial

"shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding"

Common Stock, par value $0.001 financial

"Common Stock, par value $0.001 that have been withheld by the issuer"

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Form 4 Insider Transactions: What Each Field Means →

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)
06/09/2026

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	06/09/2026		M(1)		300,000	A	$0	612,326	D
Common Stock, par value $0.001	06/09/2026		F(2)		86,250	D	$1.08	526,076	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

Explanation of Responses:

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.

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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

	/s/ Laura Marie Kalesnik, Attorney-in-Fact	06/10/2026
	** 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 insider transactions did Verano (VRNO) report for its COO?

Verano’s COO Edward McDermott III reported a grant and immediate vesting of 300,000 restricted stock units that settled into common shares. The company withheld 86,250 shares to satisfy income tax obligations, and McDermott now directly holds 526,076 Verano common shares.

Did the Verano (VRNO) COO sell any shares in this Form 4 filing?

The filing states no open-market sale occurred. Instead, 86,250 Verano common shares were withheld by the company to cover income tax obligations from vested restricted stock units. This tax-withholding disposition reduced delivered shares but is not characterized as a sale in the disclosure.

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

The COO received 300,000 restricted stock units that fully vested and settled into Verano common shares on June 9, 2026. From this amount, 86,250 shares were withheld for taxes, leaving the balance delivered as net shares under the equity compensation arrangement.

What is the COO’s Verano (VRNO) shareholding after the reported transactions?

Following the grant, vesting, and tax withholding related to restricted stock units, the COO directly holds 526,076 Verano common shares. This figure reflects his position after the 300,000-share settlement and 86,250-share tax withholding disposition described in the Form 4.

At what value were Verano (VRNO) shares withheld for the COO’s taxes?

The company withheld 86,250 Verano common shares at an indicated value of $1.08 per share to satisfy income tax withholding and remittance obligations associated with the restricted stock unit settlement. The filing clarifies this withholding does not constitute a market sale of shares.