Thompson Destiny Lynn 4

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.