Form 4: Verano Holdings CEO George Archos Sells Shares to Cover Tax Obligations

Verano Holdings CEO George Archos sold shares to cover tax obligations related to the settlement of previously granted Restricted Stock Units.

Summary

• On June 14, 2024, George Peter Archos, CEO of Verano Holdings Corp., sold 38,085 Class A Subordinate Voting Shares at a price of $3.6066 per share.
• The sale was executed to cover tax withholding obligations related to the settlement of Restricted Stock Units (RSUs) previously granted to Mr. Archos.
• The transaction was conducted pursuant to sell-to-cover transactions at the company's sole discretion, as agreed to in grant agreements signed upon the initial issuance of RSUs on June 23, 2022, and June 1, 2023.
• Following the transaction, Mr. Archos directly owns 14,376,707 Class A Subordinate Voting Shares.
• Mr. Archos also has indirect ownership through various LLCs and trusts, but he disclaims beneficial ownership of shares held by these entities due to his 2% membership interest in the LLCs.

Sentiment

Score: 6

Explanation: The document describes a routine transaction (sell-to-cover for tax obligations). It doesn't indicate any fundamental change in the company's prospects or management's confidence. Therefore, the sentiment is neutral.

Management Comments

• Mr. Archos expressly disclaims his beneficial ownership of the Shares reported in Table I owned by the LLCs.

Industry Context

Sales of shares to cover tax obligations are a common practice among executives receiving stock-based compensation. This transaction is a routine financial activity and doesn't necessarily indicate a change in the executive's confidence in the company.

Comparison to Industry Standards

• Sell-to-cover transactions are standard practice across publicly traded companies, including cannabis companies like Curaleaf, Trulieve, and Green Thumb Industries, where executives often receive stock options and RSUs as part of their compensation packages.
• These companies' executives also periodically sell shares to cover tax liabilities or for personal financial planning, similar to the transaction reported by Verano's CEO.

Stakeholder Impact

• The sale of shares may have a minor, temporary impact on the stock price, but it is unlikely to significantly affect long-term shareholders.
• Employees are unlikely to be directly affected by this transaction.

Key Dates