Form 4: Verano Holdings CIO Aaron Miles Reports Routine RSU Settlement and New Grant

Verano Holdings Corp.'s Chief Investment Officer, Aaron Nathaniel Miles, reported the settlement of vested Restricted Stock Units into Class A Subordinate Voting Shares and the grant of new RSUs, alongside shares withheld for tax obligations.

Summary

• Aaron Nathaniel Miles, Chief Investment Officer of Verano Holdings Corp. (VRNOF), reported transactions related to his beneficial ownership.
• On June 2, 2025, Mr. Miles acquired 94,820 Class A Subordinate Voting Shares through the settlement of vested Restricted Stock Units (RSUs).
• Concurrently, 27,783 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. Miles directly beneficially owns 275,422 Class A Subordinate Voting Shares.
• On June 1, 2025, Mr. Miles was granted 94,202 new Restricted Stock Units 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, previously granted RSUs from June 1, 2023, and June 1, 2024, also saw partial vesting and settlement, with remaining units subject to future vesting schedules.
• After all reported transactions, Mr. Miles directly beneficially owns 236,710 Restricted Stock Units.

Sentiment

Score: 6

Explanation: The filing details routine executive compensation activities, including the settlement of vested restricted stock units and the grant of new units, which aligns executive interests with shareholder value over the long term. The tax-related share withholding is a standard practice and does not indicate a discretionary sale.

Positives

• The grant of new Restricted Stock Units aligns the Chief Investment Officer's long-term interests with those of the shareholders, incentivizing performance and retention.
• The settlement of vested RSUs represents a realization of previously earned compensation, reflecting the company's commitment to its incentive plan.

Negatives

• The disposition of 27,783 shares to cover tax obligations, while a standard practice for RSU settlements, results in a reduction of direct share ownership.

Future Outlook

The future outlook for the Chief Investment Officer's equity holdings includes the vesting of 94,202 newly granted Restricted Stock Units in three equal annual installments on June 1, 2026, June 1, 2027, and June 1, 2028. Additionally, remaining unvested RSUs from prior grants will continue to vest on scheduled dates, including December 1, 2025, and June 1, 2026, and December 1, 2026.

Industry Context

This Form 4 filing details routine executive compensation activities, specifically the settlement of vested Restricted Stock Units and the grant of new RSUs, which are common practices in publicly traded companies across various industries to incentivize and retain key management personnel. Such transactions are standard under corporate stock and incentive plans.

Corporate Governance

Related Party Transactions

• The transactions involve the Chief Investment Officer, Aaron Nathaniel Miles, and the issuer, Verano Holdings Corp., which constitutes a related party transaction as it pertains to executive compensation and equity ownership.

Stakeholder Impact

• Shareholders: The RSU grant and vesting align the Chief Investment Officer's financial interests with long-term shareholder value creation.
• Employees (specifically the CIO): The transactions represent a significant component of the Chief Investment Officer's compensation package, providing equity-based incentives.

Next Steps

• Future vesting of 94,202 Restricted Stock Units on June 1, 2026, June 1, 2027, and June 1, 2028.
• Future vesting of remaining Restricted Stock Units from the June 1, 2023, grant on December 1, 2025.
• Future vesting of remaining Restricted Stock Units from the June 1, 2024, grant on December 1, 2025, June 1, 2026, and December 1, 2026.

Key Dates

Recommendation

Keywords

Verano Holdings, VRNOF, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Aaron Nathaniel Miles, Chief Investment Officer, Stock Incentive Plan