Form 4: Verano CEO Archos Reports RSU Conversion, Tax Withholding

Verano Holdings CEO George Peter Archos reported the settlement of restricted stock units into common stock and subsequent tax withholding, impacting his direct and indirect holdings.

Summary

• George Peter Archos, Chief Executive Officer and Director of Verano Holdings Corp., reported transactions on December 1, 2025.
• 132,639 shares of Common Stock, par value $0.001, were acquired through the settlement of vested restricted stock units.
• 32,299 shares of Common Stock, par value $0.001, were disposed of at a price of $0.91 per share to satisfy income tax withholding obligations related to the RSU settlement; this was not a sale.
• Following these transactions, Archos directly beneficially owns 14,674,395 shares of Common Stock.
• Indirect beneficial ownership includes 5,733,816 shares via GP Management Group, LLC; 1,817,688 shares via Copperstone Trust; 204,082 shares via E&P Archos Holdings, LLC; 204,082 shares via E&P Archos Holdings II, LLC; and 4,420,790 shares via Archos Capital Group, LLC.
• Archos disclaims beneficial ownership of shares held by E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC due to his 2% membership interest.
• Derivative securities (Restricted Stock Units) were disposed of as they settled: 100,280 units from a June 1, 2023 grant and 32,359 units from a June 1, 2024 grant.
• Remaining direct beneficial ownership of derivative securities includes 224,923 Restricted Stock Units and 192,564 Restricted Stock Units.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation, which are neither inherently positive nor negative for the company's operational or financial performance.

Positives

• The vesting of restricted stock units indicates continued alignment of management's interests with shareholders.
• The acquisition of 132,639 shares of common stock through RSU settlement increases direct equity holdings.

Negatives

• 32,299 shares were disposed of to cover tax obligations, reducing the direct share count, though this is a standard procedure for RSU settlements.

Risks

• No specific company operational risks are mentioned. The reporting person disclaims beneficial ownership for shares held by E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC, which is a legal clarification rather than an operational risk.

Future Outlook

The filing details future vesting dates for restricted stock units on June 1, 2026, and December 1, 2026, indicating a continued long-term incentive structure for the CEO.

Management Comments

• "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."

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically the vesting and settlement of equity compensation. Such filings are common across all publicly traded companies as part of executive compensation plans and regulatory transparency requirements. It does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

• Indirect beneficial ownership through entities such as GP Management Group, LLC, Copperstone Trust, E&P Archos Holdings, LLC, E&P Archos Holdings II, LLC, and Archos Capital Group, LLC are disclosed. The reporting person disclaims beneficial ownership for the E&P Archos Holdings LLCs due to a 2% membership interest.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine insider compensation transactions. The increase in direct beneficial ownership through RSU settlement aligns management interests with shareholders.
• Employees: No direct impact on general employees.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Future vesting of restricted stock units on June 1, 2026, and December 1, 2026, as per the June 1, 2024 grant.

Key Dates

Keywords

Verano Holdings Corp., VRNO, Form 4, insider transaction, restricted stock units, RSU, common stock, beneficial ownership, CEO, director, equity compensation, stock vesting, tax withholding