Heine Josh 4

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

AI-generated summary of this filing

Updated Jun 3, 2026

Verano (VRNO) VP Josh Heine Receives RSU Award & Net‑Settles Units

What Happened

Josh Heine, Verano Holdings Corp. (VRNO) Vice President & Corporate Controller, had multiple restricted stock unit (RSU) transactions on June 1, 2026. He was granted 67,948 RSUs (new award) and converted/settled previously vested RSUs into common stock (9,659 shares acquired). As part of the net settlement, 2,831 shares were withheld to satisfy income tax withholding (withholding recorded at $1.17/share, $3,312). Additional derivative settlements/dispositions of 1,816 and 7,843 RSU‑related units were reported (no cash proceeds).
These transactions reflect awards and conversions of RSUs (not open‑market purchases or sales). The new 67,948 RSUs carry future vesting schedules; the other conversions represent settlement of previously granted RSUs.

Key Details

Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (appears timely).
Movements reported: +9,659 shares (exercise/conversion of derivative, $0.00), +67,948 shares (grant/award, $0.00); -2,831 shares withheld for taxes at $1.17/share (tax withholding = $3,312); -1,816 and -7,843 shares listed as derivative dispositions/settlements ($0.00).
Shares owned after transaction: not specified in the provided filing excerpt.
Notable footnotes: withheld shares represent net settlement for tax withholding (not an open‑market sale). RSU grants originate from plans dated June 1, 2024 and June 1, 2025 (vest schedules noted) and a new grant dated June 1, 2026 with vesting in 2027–2029.

Context

These were RSU settlements and a new RSU grant — a compensation event rather than a market purchase or sale. The withholding of shares to cover tax obligations is routine and does not indicate an open‑market sale. The new RSU award vests over future dates, so those shares are not immediately tradable.

Form 4

Period: 2026-06-01

VP, Corporate Controller

Transactions

Exercise/Conversion
Common Stock, par value $0.001
[F1]
2026-06-01+9,659→ 13,781 total
Tax Payment
Common Stock, par value $0.001
[F2]
2026-06-01$1.17/sh−2,831$3,312→ 10,950 total
Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]
2026-06-01−1,816→ 26,165 total
Exercise: $0.00→ Common Stock, par value $0.001 (1,816 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F1][F4]
2026-06-01−7,843→ 18,322 total
Exercise: $0.00→ Common Stock, par value $0.001 (7,843 underlying)
Award
Restricted Stock Units
[F6][F7]
2026-06-01+67,948→ 86,270 total
Exercise: $0.00→ Common Stock, par value $0.001 (67,948 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