Form 4: Verano Holdings CFO Reports Significant Equity Transactions, Including New RSU Grant and Vesting Settlements

Verano Holdings Corp.'s Chief Financial Officer, Richard C. Tarapchak, has reported a series of equity transactions, including the acquisition of new restricted stock units and the settlement of previously vested awards, as detailed in a recent SEC Form 4 filing.

Summary

• Richard C. Tarapchak, Chief Financial Officer of Verano Holdings Corp. (VRNOF), reported changes in his beneficial ownership of company securities.
• On June 2, 2025, Mr. Tarapchak acquired 64,945 Class A Subordinate Voting Shares through the settlement of vested restricted stock units.
• Concurrently, 19,030 Class A Subordinate Voting Shares were disposed of at a price of $0.63 per share to satisfy income tax withholding obligations related to the RSU settlement.
• Following these transactions, Mr. Tarapchak directly beneficially owns 187,276 Class A Subordinate Voting Shares.
• On June 1, 2025, Mr. Tarapchak was granted 111,696 new Restricted Stock Units (RSUs) under the Verano Holdings Corp. Stock and Incentive Plan.
• These new RSUs will vest in three annual installments: 33.33% on June 1, 2026, 33.33% on June 1, 2027, and 33.34% on June 1, 2028.
• Additionally, 43,164 RSUs granted on June 1, 2023, and 21,781 RSUs granted on June 1, 2024, settled on June 2, 2025.
• After all reported derivative transactions, Mr. Tarapchak beneficially owns 220,203 Restricted Stock Units.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates continued executive alignment through new equity grants and the realization of value from prior grants, which are standard and healthy signs of executive compensation and retention.

Positives

• The Chief Financial Officer received a new grant of 111,696 Restricted Stock Units, aligning his interests with long-term shareholder value.
• The settlement of vested Restricted Stock Units indicates the realization of compensation and continued participation in the company's equity program.

Negatives

• A portion of the shares (19,030 Class A Subordinate Voting Shares) were disposed of to cover tax withholding obligations, which is a common but non-discretionary reduction in direct share ownership.

Future Outlook

The document outlines future vesting schedules for the newly granted Restricted Stock Units, with installments occurring on June 1, 2026, June 1, 2027, and June 1, 2028, indicating a long-term incentive structure for the CFO.

Industry Context

This Form 4 filing reflects routine equity compensation practices common across publicly traded companies, particularly in growth-oriented sectors like the cannabis industry where Verano Holdings operates. Granting and vesting of RSUs are standard mechanisms to align executive incentives with shareholder value creation.

Stakeholder Impact

• Shareholders: The new RSU grant aligns the CFO's long-term interests with shareholder value creation.
• Employees (CFO): The transactions represent a significant component of the CFO's compensation and incentive structure.

Next Steps

• Future vesting of 33.33% of the 111,696 Restricted Stock Units on June 1, 2026.
• Future vesting of 33.33% of the 111,696 Restricted Stock Units on June 1, 2027.
• Future vesting of 33.34% of the 111,696 Restricted Stock Units on June 1, 2028.
• Future vesting of 25% of the 2023 Restricted Stock Units on December 1, 2025.
• Future vesting of 25% of the 2024 Restricted Stock Units on December 1, 2025, June 1, 2026, and December 1, 2026.

Key Dates

Keywords

Verano Holdings Corp., VRNOF, SEC Form 4, Beneficial Ownership, Restricted Stock Units, RSU, Insider Trading, Equity Compensation, Chief Financial Officer, Share Ownership