Form 4: Verano Holdings Director Lawrence Hirsh Converts Restricted Stock Units to Class A Shares and Receives New RSU Grant

Verano Holdings Corp. Director and 10% Owner Lawrence Randall Hirsh reported the conversion of 25,262 restricted stock units into Class A Subordinate Voting Shares and the grant of 19,224 new restricted stock units.

Summary

• Lawrence Randall Hirsh, a Director and 10% Owner of Verano Holdings Corp. (VRNOF), reported changes in his beneficial ownership of company securities.
• On June 2, 2025, Mr. Hirsh acquired 25,262 Class A Subordinate Voting Shares through the settlement of vested restricted stock units (RSUs).
• Following this transaction, Mr. Hirsh directly beneficially owns 138,384 Class A Subordinate Voting Shares.
• On June 1, 2025, Mr. Hirsh was granted 19,224 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, 21,478 RSUs granted on June 1, 2023, and 3,784 RSUs granted on June 1, 2024, were disposed of (settled) on June 2, 2025, as they vested.
• The RSUs from the June 1, 2023 grant vested 25% on June 1, 2024, December 1, 2024, and June 1, 2025, with the final 25% vesting on December 1, 2025.
• The RSUs from the June 1, 2024 grant vested 25% on June 1, 2025, with subsequent 25% vesting on December 1, 2025, June 1, 2026, and December 1, 2026.
• After these transactions, Mr. Hirsh beneficially owns 77,318 RSUs from the new grant, 55,840 RSUs remaining from the 2023 grant, and 52,056 RSUs remaining from the 2024 grant.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. This is a routine insider transaction filing (Form 4) detailing equity compensation. The conversion of RSUs to shares increases direct ownership, which is generally seen as positive for alignment. The grant of new RSUs is also a standard compensation practice. There are no negative implications or unexpected events reported.

Positives

• The conversion of restricted stock units into Class A Subordinate Voting Shares increases the direct equity ownership of a key director and 10% owner, aligning his interests further with shareholders.
• The grant of new restricted stock units demonstrates the company's continued commitment to incentivizing its leadership through equity-based compensation, fostering long-term performance alignment.

Future Outlook

The future outlook involves the scheduled vesting of outstanding Restricted Stock Units. The 19,224 RSUs granted on June 1, 2025, are set to vest in three equal annual installments through June 1, 2028. Remaining RSUs from the June 1, 2023, grant will have their final 25% vest on December 1, 2025. Remaining RSUs from the June 1, 2024, grant will vest 25% on December 1, 2025, June 1, 2026, and December 1, 2026.

Industry Context

This Form 4 filing details routine insider transactions related to equity compensation for a director. Such filings are common across all publicly traded companies, particularly those that utilize stock and incentive plans to align management and director interests with shareholder value. It does not provide specific industry-wide trends or competitive insights.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in direct share ownership by a director and 10% owner through RSU conversion, along with new RSU grants, aligns management incentives with shareholder interests, potentially fostering long-term value creation.

Next Steps

• Continued vesting of Restricted Stock Units granted on June 1, 2023, with the final 25% vesting on December 1, 2025.
• Continued vesting of Restricted Stock Units granted on June 1, 2024, with 25% vesting on December 1, 2025, June 1, 2026, and December 1, 2026.
• Scheduled vesting of new Restricted Stock Units granted on June 1, 2025, with installments on June 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, Class A Subordinate Voting Shares, Stock and Incentive Plan, Lawrence Randall Hirsh, Director, 10% Owner