Form 4: Verano Holdings CPO Settles Vested RSUs

Verano Holdings Corp.'s Chief People Officer, Destiny Lynn Thompson, settled vested restricted stock units, acquiring common stock, with a portion withheld for tax obligations.

Summary

• Destiny Lynn Thompson, Chief People Officer of Verano Holdings Corp. (VRNO), reported changes in beneficial ownership.
• On December 1, 2025, Thompson acquired 87,647 shares of common stock, par value $0.001, at a price of $0, resulting from the settlement of vested restricted stock units.
• Concurrently, 25,682 shares of common stock were disposed of at a price of $0.91 per share to satisfy income tax withholding and remittance obligations related to the RSU settlement.
• Following these transactions, Thompson directly owns 264,232 shares of common stock.
• Two tranches of Restricted Stock Units (RSUs) were involved in the settlement: 65,507 RSUs granted on June 1, 2023, and 22,140 RSUs granted on June 1, 2024.
• The 65,507 RSUs vested 25% on June 1, 2024, December 1, 2024, June 1, 2025, and December 1, 2025.
• The 22,140 RSUs vested 25% on June 1, 2025, and December 1, 2025, with future vesting scheduled for June 1, 2026, and December 1, 2026.
• After the reported transactions, Thompson beneficially owns 153,894 and 131,754 derivative securities (Restricted Stock Units) from the respective grants.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving the settlement of restricted stock units and subsequent tax withholding. This is a standard compensation event and does not inherently indicate positive or negative sentiment regarding the company's performance or outlook.

Positives

• The Chief People Officer's acquisition of common stock through RSU settlement demonstrates continued equity ownership in the company.
• The transaction is a routine compensation event, indicating the company's adherence to its stock and incentive plan.

Negatives

• A portion of the shares (25,682) was disposed of to cover tax obligations, which is a standard practice for RSU settlements and not a discretionary sale.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding the company's future performance, as it is a report of an insider's past transaction.

Industry Context

This insider transaction is a routine event related to executive compensation and does not provide specific insights into broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: The transaction is a routine compensation event and does not significantly alter the company's capital structure or financial health. It reflects the ongoing alignment of executive incentives with shareholder interests through equity ownership.
• Employees: The transaction is specific to a key executive's compensation and does not directly impact the broader employee base, though it is part of the company's overall compensation philosophy.

Next Steps

• The remaining 25% tranches of the 22,140 Restricted Stock Units are scheduled to vest on June 1, 2026, and December 1, 2026.

Key Dates

Keywords

Verano Holdings Corp., VRNO, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Settlement, Common Stock, Beneficial Ownership, Chief People Officer, Equity Compensation