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Verano Holdings Corp.·4

Jun 3, 4:49 PM ET

Archos George Peter 4

4 · Verano Holdings Corp. · Filed Jun 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Verano (VRNO) CEO George Archos Receives Large RSU Award/Vesting

What Happened

  • George P. Archos, Chair, Chief Executive Officer and President of Verano Holdings Corp. (VRNO), received a combination of restricted stock unit (RSU) awards and the settlement/vesting of prior RSUs on June 1, 2026. The filing shows:
    • A grant of 2,500,000 RSUs (reported as an award, code A) granted and fully vested at grant (have not yet settled into shares at time of filing).
    • A grant of 486,111 RSUs (code A) granted on June 1, 2026 with a multi-year vesting schedule.
    • Conversion/settlement activity resulting in 74,970 shares acquired (code M, exercise/conversion of derivative) from vested RSUs.
    • 18,256 shares were withheld by the issuer to satisfy income tax withholding (code F), with a reported value of $21,360 (price reported $1.17 per share).
  • This activity is primarily awards/vesting (not an open-market purchase or sale). The only disposition was the withholding of shares to cover tax obligations.

Key Details

  • Transaction date(s): June 1, 2026. Form 4 filed June 3, 2026 (appears timely).
  • Reported share movements and values:
    • 2,500,000 RSUs granted (A) — granted and fully vested at grant per footnote; not yet settled into common stock at filing.
    • 486,111 RSUs granted (A) — granted 6/1/2026; vesting scheduled 33.33% in 2027, 2028 and 33.34% in 2029.
    • 74,970 shares acquired via conversion/settlement of RSUs (M) on 6/1/2026.
    • 18,256 shares withheld (F) to cover taxes; reported consideration $21,360 (18,256 × $1.17).
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1/F3/F5/F7/F8/F9 describe various grant dates, vesting schedules and that some RSUs were granted and vested at grant but had not settled at filing.
    • F2 clarifies issuer withheld shares for tax withholding (not a sale).
    • F4 notes a 2% membership interest in certain LLCs and disclaims beneficial ownership of LLC-owned shares reported in Table I.
  • Transaction codes explained: A = award/grant; M = exercise/conversion of derivative (RSU settlement); F = tax withholding/payment.

Context

  • This is largely award/vesting activity, not an open-market buy or sale; withholding of shares to satisfy taxes is common and does not indicate an open-market sale.
  • Some RSUs were granted and immediately vested but may not have yet converted to tradable shares at filing — settlement can occur separately.
  • For retail investors, awards/vests show insider compensation and potential future share supply if/when RSUs settle; the withholding reduces the net new shares the insider receives immediately.

Insider Transaction Report

Form 4
Period: 2026-06-01
Verano Holdings Corp.VRNO
Archos George Peter
DirectorSee remarks
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.001

    [F1]
    2026-06-01+74,970→ 14,749,365 total
  • Tax Payment

    Common Stock, par value $0.001

    [F2]
    2026-06-01$1.17/sh−18,256$21,360→ 14,731,109 total
  • Award

    Common Stock, par value $0.001

    [F3]
    2026-06-01+2,500,000→ 17,231,109 total
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F1][F6]
    2026-06-01−32,359→ 160,205 total
    Exercise: $0.00→ Common Stock, par value $0.001 (32,359 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7][F1][F6]
    2026-06-01−42,611→ 117,594 total
    Exercise: $0.00→ Common Stock, par value $0.001 (42,611 underlying)
  • Award

    Restricted Stock Units

    [F8][F9]
    2026-06-01+486,111→ 603,705 total
    Exercise: $0.00→ Common Stock, par value $0.001 (486,111 underlying)
Holdings

  • Common Stock, par value $0.001

    (indirect: By LLC)
    5,733,816

  • Common Stock, par value $0.001

    (indirect: By Trust)
    1,817,688

  • Common Stock, par value $0.001

    [F4]
    (indirect: By LLC)
    204,082

  • Common Stock, par value $0.001

    [F4]
    (indirect: By LLC)
    204,082

  • Common Stock, par value $0.001

    (indirect: By LLC)
    4,420,790
Footnotes (9)
  • [F1]This transaction represents the settlement of vested 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]This transaction represents the grant and vesting of restricted stock units which will settle into Common Stock, par value $0.001. The restricted stock units were granted on June 1, 2026 following Board approval and were fully vested at the time of the grant. At the time of filing this Form 4, the restricted stock units have not yet settled into Common Stock.
  • [F4]Due to the Reporting Person's 2% membership interest in the E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC (together, the "LLCs"), the Reporting Person may be deemed to beneficially own the number of shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the shares reported in Table I owned by the LLCs.
  • [F5]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
  • [F6]The restricted stock units disposed in this transaction settled on June 1, 2026.
  • [F7]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
  • [F8]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
  • [F9]Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.
Signature
/s/ Laura Marie Kalesnik, Attorney-in-Fact|2026-06-03

Documents

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    primary_doc.xmlPrimary

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