Archos George Peter 4

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.