Form 4: Verano Holdings Corp. Executive Sells Shares to Cover Tax Obligations and Under 10b5-1 Plan

Laura Marie Kalesnik, General Counsel, Chief Legal Officer, and Secretary of Verano Holdings Corp., sold shares to cover tax obligations and under a pre-arranged 10b5-1 trading plan.

Summary

• Laura Marie Kalesnik, an officer of Verano Holdings Corp., sold Class A Subordinate Voting Shares on June 14, 2024, and June 18, 2024.
• On June 14, 2024, 28,355 shares were sold at a price of $3.6066 per share.
• This sale was to cover tax withholding obligations related to the settlement of previously granted Restricted Stock Units.
• The sale was not a discretionary sale by the Reporting Person but was effected pursuant to sell-to-cover transactions at the Company's sole discretion as agreed to by the Reporting Person in grant agreements signed upon the initial issuance of Restricted Stock Units on (i) June 23, 2022; (ii) June 1, 2023 and (iii) September 1, 2023.
• On June 18, 2024, 6,464 shares were sold at a price of $3.4001 per share.
• This transaction was executed under a Rule 10b5-1 trading plan adopted on August 30, 2023.
• Following these transactions, Kalesnik directly owns 137,449 Class A Subordinate Voting Shares.

Sentiment

Score: 5

Explanation: The document describes routine stock sales by an executive for tax purposes and under a pre-arranged trading plan, indicating a neutral sentiment.

Industry Context

Sales by company executives are a normal part of corporate governance. Sales to cover tax obligations are common. Rule 10b5-1 plans are frequently used to allow insiders to sell shares without being accused of insider trading.

Comparison to Industry Standards

• Executive compensation packages often include stock options and restricted stock units, leading to periodic sales for tax purposes.
• Rule 10b5-1 trading plans are a standard practice among public company executives to manage their stock sales in compliance with insider trading regulations.
• Comparing the volume and frequency of insider sales at Verano to peers like Curaleaf, Trulieve, and Green Thumb Industries could provide insights into the overall sentiment and financial health of the company relative to its competitors.

Stakeholder Impact

• The stock sales could have a minor impact on shareholders due to the increased supply of shares in the market, but the impact is likely to be minimal given the relatively small volume of shares sold.
• Employees may be indirectly affected as the sales relate to the settlement of Restricted Stock Units, which are part of the company's compensation structure.

Key Dates