Thompson Destiny Lynn 4

4 · Verano Holdings Corp. · Filed Apr 21, 2026

AI-generated summary of this filing

Updated Apr 21, 2026

Verano (VRNO) CPO Destiny Thompson Exercises RSUs; Shares Withheld

What Happened

Destiny Lynn Thompson, Chief People Officer of Verano Holdings Corp. (VRNO), had restricted stock units (RSUs) accelerate, vest and settle into common stock on April 20, 2026 pursuant to her Separation Agreement. The filing shows RSU conversions/exercises and related transactions, with 12,492 shares withheld to satisfy tax withholding obligations (withholding value reported as $14,741 at $1.18 per share). The Form 4 records RSU-related derivative transactions and a disposition to the issuer involving 80,459 shares.

Key Details

Transaction date(s): RSUs vested on April 18, 2026 (accelerated) and settled April 20, 2026; Form 4 filed April 21, 2026 (timely).
Reported amounts/prices: 12,492 shares withheld for taxes at $1.18 per share (approx. $14,741). Other reported derivative entries show 51,295-share conversions and a disposition to the issuer of 80,459 shares (all reported at $0.00 per share as RSU settlement entries).
Shares owned after transaction: Not specified in the Form 4.
Relevant filing notes: F1–F5 state these were RSUs settled into common stock; withheld shares were remitted to satisfy tax obligations (not an open-market sale); the RSUs were granted on June 1, 2024 and June 1, 2025; vesting was accelerated under the Separation Agreement; any outstanding unvested RSUs not accelerated were forfeited upon separation.
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via share withholding; D = disposition to issuer.

Context

This was a net settlement of RSUs following Ms. Thompson’s separation from the company, not an open-market sale. The withholding of shares to cover taxes is routine for RSU settlements and does not necessarily signal trading intent. The filing documents accelerated vesting under a Separation Agreement and forfeiture of any remaining unvested RSUs.

Form 4Exit

Period: 2026-04-20

Chief People Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.001
[F1]
2026-04-20+51,295→ 315,527 total
Tax Payment
Common Stock, par value $0.001
[F2]
2026-04-20$1.18/sh−12,492$14,741→ 303,035 total
Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]
2026-04-20−51,295→ 80,459 total
Exercise: $0.00→ Common Stock, par value $0.001 (51,295 underlying)
Disposition to Issuer
Restricted Stock Units
[F5]
2026-04-20−80,459→ 0 total
Exercise: $0.00→ Common Stock, par value $0.001 (80,459 underlying)

Footnotes (5)

[F1]This transaction represents the settlement of 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 disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024 and June 1, 2025.
[F4]The restricted stock units vested, on an accelerated basis, on April 18, 2026 and settled on April 20, 2026 pursuant to the Separation Agreement and General Release (the "Separation Agreement") entered into between Destiny Thompson and Verano Holdings Corp.
[F5]The Reporting Person separated from her position as an officer of the Issuer. The outstanding and unvested restricted stock units that were not subject to accelerated vesting under the Separation Agreement held by the Reporting Person were forfeited upon her separation and will not vest.

Signature

/s/ Kevan Fisher, Attorney-in-Fact|2026-04-21

1 file