Form 4: Verano Holdings Chief People Officer Reports Routine Stock Transactions and New RSU Grant

Verano Holdings Corp.'s Chief People Officer, Destiny Lynn Thompson, reported the settlement of vested restricted stock units, the withholding of shares for tax obligations, and the grant of new restricted stock units.

Summary

• Destiny Lynn Thompson, Chief People Officer of Verano Holdings Corp. (VRNOF), reported transactions related to her beneficial ownership of company securities.
• On June 2, 2025, 87,647 Class A Subordinate Voting Shares were acquired through the settlement of vested restricted stock units (RSUs) at a price of $0.
• Concurrently, 25,682 Class A Subordinate Voting Shares were disposed of at a price of $0.63 to satisfy income tax withholding obligations related to the RSU settlement.
• Following these transactions, Ms. Thompson directly beneficially owns 202,267 Class A Subordinate Voting Shares.
• A new grant of 87,473 Restricted Stock Units was made on June 1, 2025, under the Verano Holdings Corp. Stock and Incentive Plan.
• These newly granted 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, 65,507 RSUs granted on June 1, 2023, and 22,140 RSUs granted on June 1, 2024, settled on June 2, 2025, as part of their vesting schedules.
• After all reported transactions, Ms. Thompson directly beneficially owns 307,048 Restricted Stock Units.

Sentiment

Score: 6

Explanation: The document reports routine executive compensation activities, including the vesting of existing RSUs and the grant of new ones. While the tax withholding is a disposition, it's a standard part of RSU settlement. The new RSU grant is a positive for executive retention and alignment, leading to a slightly positive sentiment.

Positives

• The grant of 87,473 new Restricted Stock Units to the Chief People Officer indicates continued executive incentive and alignment with long-term company performance.
• The settlement of vested RSUs demonstrates the company's commitment to its executive compensation plan.

Negatives

• The disposition of 25,682 shares for tax withholding, while a standard practice for RSU settlements, represents a reduction in direct share ownership.

Future Outlook

The Chief People Officer has a significant number of Restricted Stock Units that will vest over the next three years, with specific vesting dates on December 1, 2025, June 1, 2026, December 1, 2026, June 1, 2027, and June 1, 2028, indicating a continued long-term incentive structure.

Industry Context

This Form 4 filing reflects routine executive compensation practices common across publicly traded companies, where Restricted Stock Units are used to incentivize and retain key management personnel by aligning their interests with shareholder value creation over the long term. The settlement of vested RSUs and the grant of new ones are standard components of such compensation plans.

Stakeholder Impact

• Shareholders: The RSU grants and subsequent share settlements contribute to potential future share dilution, though this is a standard component of equity compensation plans designed to align management interests with shareholder value.
• Employees (specifically the Chief People Officer): The transactions represent a significant component of the Chief People Officer's compensation, providing long-term incentives and aligning their financial interests with the company's performance.

Next Steps

• Future vesting of remaining Restricted Stock Units on December 1, 2025, June 1, 2026, December 1, 2026, June 1, 2027, and June 1, 2028.

Key Dates

Recommendation

Keywords

Verano Holdings, VRNOF, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Plan, Chief People Officer, Share Ownership