Tarapchak Richard C 4

4 · Verano Holdings Corp. · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 3, 2026

Verano (VRNO) CFO Richard Tarapchak Receives RSU Award

What Happened

Richard C. Tarapchak, CFO of Verano Holdings Corp. (VRNO), reported multiple restricted stock unit (RSU) vesting/settlement transactions on June 1, 2026. The filing shows acquisitions of 59,009 and 310,363 shares (total 369,372 shares) through RSU conversion/award (no cash paid). In connection with the settlement, 17,290 shares were withheld to satisfy income tax withholding obligations (tax withholding valued at ~$20,229). The filing also records conversions/dispositions of 21,781 and 37,228 RSUs (listed as derivative dispositions) that settled the same day.

Key Details

Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (no late filing indicated in the file).
Prices: RSU settlements reported at $0.00 per share (award/conversion). Tax withholding: 17,290 shares at $1.17/share = $20,229.
Shares acquired: 59,009 (conversion) + 310,363 (grant/settlement) = 369,372 shares acquired.
Shares disposed/withheld: 17,290 shares withheld for taxes (not an open‑market sale); plus two derivative disposals of 21,781 and 37,228 shares (per filing).
Shares owned after transaction: Not specified in the provided filing summary.
Notable footnotes: Filings state these were settlements of vested RSUs under the Verano Holdings Corp. Stock and Incentive Plan. Specific grants referenced: June 1, 2024 and June 1, 2025 grants (vested portions on June 1, 2026) and a June 1, 2026 grant with later vesting schedules. The 17,290-share withholding is expressly to satisfy income tax obligations and is not a sale.

Context

These were RSU vestings and net settlements (award/convert events), not open‑market purchases or sales. The tax withholding was done via share retention by the issuer (common with net settlement of RSUs), so the withheld shares do not indicate a market sale. For retail investors, RSU vesting shows compensation-related share additions to an insider’s holdings rather than a buy/sell signal about company stock.

Form 4

Period: 2026-06-01

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.001
[F1]
2026-06-01+59,009→ 292,200 total
Tax Payment
Common Stock, par value $0.001
[F2]
2026-06-01$1.17/sh−17,290$20,229→ 274,910 total
Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]
2026-06-01−21,781→ 133,477 total
Exercise: $0.00→ Common Stock, par value $0.001 (21,781 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F1][F4]
2026-06-01−37,228→ 96,249 total
Exercise: $0.00→ Common Stock, par value $0.001 (37,228 underlying)
Award
Restricted Stock Units
[F6][F7]
2026-06-01+310,363→ 406,612 total
Exercise: $0.00→ Common Stock, par value $0.001 (310,363 underlying)

Footnotes (7)

[F1]This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
[F2]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.
[F3]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 each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
[F4]The restricted stock units disposed in this transaction settled on June 1, 2026.
[F5]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
[F6]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
[F7]Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.

Signature

/s/ Laura Marie Kalesnik, Attorney-in-Fact|2026-06-03

1 file