Verano Holdings (VRNO) CEO reports RSU settlement and 14.7M direct shares
Rhea-AI Filing Summary
Verano Holdings Corp. CEO and director reported equity transactions involving restricted stock units. On December 1, 2025, vested restricted stock units were settled into 132,639 shares of common stock at an exercise price of $0, increasing his directly held common shares to 14,706,694. The same day, 32,299 shares of common stock were withheld at $0.91 per share to cover income tax obligations related to the net settlement, which is explicitly described as not a sale, leaving 14,674,395 shares directly owned.
In addition to direct holdings, he reports indirect ownership of common shares through several entities, including GP Management Group, LLC, Copperstone Trust, E&P Archos Holdings, LLC, E&P Archos Holdings II, LLC, and Archos Capital Group, LLC. Some restricted stock units granted under the Verano Holdings Corp. Stock and Incentive Plan have vested and settled, while others continue to vest in stages through December 1, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 100,280 | $0.00 | -- |
| Exercise | Restricted Stock Units | 32,359 | $0.00 | -- |
| Exercise | Common Stock, par value $0.001 | 132,639 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 | 32,299 | $0.91 | $29K |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
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. Due to the Reporting Person's 2% membership interest in the E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC (together, the "LLCs"), the Reporting Person may be deemed to beneficially own the number of shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the shares reported in Table I owned by the LLCs. 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. The restricted stock units disposed in this transaction settled on December 1, 2025. 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.
FAQ
What insider transaction did Verano Holdings Corp. (VRNO) report in this Form 4?
The CEO and director of Verano Holdings Corp. reported the settlement of vested restricted stock units into 132,639 shares of common stock on December 1, 2025, along with tax-related share withholding.
How do the Verano Holdings Corp. (VRNO) restricted stock units vest and settle?
The filing explains that certain restricted stock units granted on June 1, 2023 vest 25% on each of June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025. Another grant from June 1, 2024 vests 25% on June 1, 2025 and December 1, 2025, and will continue vesting 25% on each of June 1, 2026 and December 1, 2026, with each unit convertible into one share of common stock.