Tipton John Allen 4

What Happened

• John Allen Tipton, a director (and former officer) of Verano Holdings Corp. (VRNO), had restricted stock units (RSUs) settle and received a new inducement RSU award on March 16, 2026. The filing reports (1) conversion/settlement of 168,971 derivative/RSU units into Common Stock, (2) a new grant of 909,090 RSUs that were fully vested at grant, and (3) 51,936 shares withheld by the company to satisfy income tax withholding obligations (withholding valued at $1.18 per share, $61,284). The withholding is a tax remittance, not an open‑market sale.

Key Details

• Transaction date: March 16, 2026; Form 4 filed March 18, 2026 (filed within the normal two‑business‑day window).
• Shares/events reported:
  • 909,090 shares — RSU grant (code A), $0 per share (granted and fully vested as inducement under a post‑employment consulting agreement).
  • 168,971 shares — exercise/conversion of derivative/RSUs into Common Stock (code M).
  • 51,936 shares — withheld to satisfy tax withholding (code F) at $1.18/share = $61,284 (this is not a sale).
  • One derivative line also shows 168,971 shares marked as disposed (reflecting the conversion/net settlement mechanics).
• Reporting correction: the filing corrects prior reporting to reduce Mr. Tipton’s beneficial ownership by 220,157 shares that were previously misreported.
• Related holdings disclosed: (i) 351,914 shares held in a trust controlled by Mr. Tipton’s spouse and (ii) 109,844 shares held directly by Mr. Tipton’s spouse.

Context

• The large 909,090 RSU grant was an inducement tied to a Consulting Agreement entered into when Mr. Tipton ended his officer role on March 16, 2026; those RSUs were fully vested at grant (so immediate beneficial interest was reported).
• The RSU settlement/derivative conversion and the withholding for taxes are routine administrative events tied to compensation and do not necessarily indicate a buy or sell signal by the insider. The filing was timely.