Tarapchak Richard C 4

What Happened

• Richard C. Tarapchak, Chief Financial Officer of Verano Holdings Corp. (VRNO), was granted and immediately vested 300,000 restricted stock units (RSUs) that settled into common stock on June 9, 2026 (acquired 300,000 shares at $0.00).
• To satisfy withholding for taxes, 87,900 of those shares were withheld by the issuer at a withholding value of $1.08 per share, representing $94,932. The withheld shares were not sold on the open market.

Key Details

• Transaction date: June 9, 2026; Form 4 filed June 10, 2026 (timely).
• Acquired: 300,000 shares via RSU settlement (code M, exercise/conversion) at $0.00.
• Withheld for taxes: 87,900 shares at $1.08/share = $94,932 (code F). This withholding is for remittance of income taxes and is not a sale.
• Footnotes: (F1) RSUs were granted following Board approval and were fully vested at grant; (F2) withheld shares reflect tax withholding and do not represent an open-market sale.
• Shares owned after the transaction: not specified in the provided excerpt.

Context

• These transactions reflect an award/settlement of equity (RSUs) rather than a market purchase or sale. Immediate withholding to cover taxes is common with RSU settlements and should not be interpreted as a directional buy/sell by the insider.
• For retail investors, outright purchases by insiders can be a stronger bullish signal; award settlements mainly reflect compensation decisions by the company and board.