Tipton John Allen 4

4 · Verano Holdings Corp. · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

Verano (VRNO) Director John Tipton Receives RSU Award and Settles RSUs

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.

Form 4

Period: 2026-03-16

Director

Transactions

Exercise/Conversion
Common Stock, par value $0.001
[F1][F2]
2026-03-16+168,971→ 3,468,495 total
Tax Payment
Common Stock, par value $0.001
[F3]
2026-03-16$1.18/sh−51,936$61,284→ 3,416,559 total
Award
Common Stock, par value $0.001
[F4]
2026-03-16+909,090→ 4,325,649 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-03-16−168,971→ 0 total
Exercise: $0.00→ Common Stock, par value $0.001 (168,971 underlying)

Holdings

Footnotes (5)

[F1]This transaction represents the settlement of vested restricted stock units into Common Stock, par value, $0.001 ("Common Stock"). The restricted stock units vested, on an accelerated basis, on March 16, 2026 following the approval of the Verano Holding Corp.'s (the "Company") Board of Directors in recognition of Mr. Tipton's contributions to the Company upon his retirement as an officer of the Company on March 16, 2026.
[F2]The total number of shares reported on this Form 4 have been corrected to reduce the number of shares of Common Stock Mr. Tipton beneficially owns by 220,157 shares, which were previously misreported due to an inadvertent error.
[F3]Represents the number of shares of Common Stock that have been withheld by the Company 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.
[F4]Represents restricted stock units granted to Mr. Tipton as inducement to enter into and in consideration of future services to be performed under a Consulting Agreement entered into by the Company and Mr. Tipton following the end of his employment as an officer of the Company on March 16, 2026. The restricted stock units were granted on March 16, 2026 and fully vested at the time of the grant.
[F5]Represents (i) 351,914 shares held in a trust controlled by Mr. Tipton's spouse and (ii) 109,844 shares held by Mr. Tipton's spouse.

Signature

/s/ Kevan Fisher, Attorney-in-Fact|2026-03-18

1 file