Verano (VRNO) VP Josh Heine Receives RSUs; Shares Withheld for Taxes

What Happened
Josh Heine, Vice President and Corporate Controller of Verano Holdings Corp. (VRNO), had 163 restricted stock units (RSUs) vest and settle into 163 shares of common stock on September 8, 2026. The settlement had no exercise price (reported $0.00). The issuer withheld 48 of those shares to satisfy income tax withholding obligations (reported at $6.16 per share), leaving a net delivery of 115 shares to Heine. The withholding is reported as a disposition for tax purposes but is not an open-market sale.

Key Details

• Transaction date: September 8, 2026 (filed with the SEC on September 10, 2026 — appears timely).
• Settled: 163 RSUs converted into 163 common shares (transaction code M — exercise/conversion of derivative).
• Withheld: 48 shares withheld for tax withholding (transaction code F) at $6.16 per share = $296 withheld.
• Implied gross value based on the $6.16 withholding price: 163 × $6.16 ≈ $1,004.08; net value retained ≈ $708.08 (115 shares).
• Shares owned after the transaction: not specified in the provided filing.
• Relevant footnotes: settlement of vested RSUs into common stock (F1); numbers adjusted for a 1-for-5 reverse stock split completed June 11, 2026 (F2); withholding is issuer remittance, not a sale (F3); RSUs were granted March 25, 2024 and vested per schedule (F4, F5).

Context
This was a routine RSU settlement with share withholding to cover taxes (a common cashless/net-settlement method). Transaction code M here reflects conversion/exercise of a derivative award (RSUs) rather than a cash purchase or open-market sale, so it should not be read as a directional buy/sell signal by the insider.