Form 4: Verano Holdings Officer Laura Kalesnik Reports Routine Stock Compensation and Ownership Changes

Verano Holdings Corp. General Counsel, Chief Legal Officer, and Secretary, Laura Marie Kalesnik, reported the settlement of vested restricted stock units and the grant of new units, alongside shares withheld for tax obligations.

Summary

• Laura Marie Kalesnik, an officer of Verano Holdings Corp. (VRNOF), acquired 104,568 Class A Subordinate Voting Shares on June 2, 2025, through the settlement of vested restricted stock units (RSUs).
• Concurrently, 25,464 Class A Subordinate Voting Shares were disposed of on June 2, 2025, at a price of $0.63 per share, to satisfy income tax withholding obligations related to the RSU settlement.
• Following these transactions, Ms. Kalesnik's direct beneficial ownership of Class A Subordinate Voting Shares stands at 283,982.
• A new grant of 107,659 Restricted Stock Units was awarded 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.
• The total beneficial ownership of derivative securities (Restricted Stock Units) following these transactions is 371,298 units.
• Previous RSU grants from June 1, 2023, September 1, 2023, and June 1, 2024, also saw portions vest and settle on June 2, 2025, contributing to the acquired shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While shares were disposed for taxes, the overall event represents the vesting of compensation and the grant of new equity, which is a positive for the individual officer and a routine compensation event for the company.

Positives

• The grant of 107,659 new Restricted Stock Units to a key officer indicates ongoing compensation and retention strategies.
• The vesting and settlement of existing Restricted Stock Units represent a realization of compensation for the officer.

Negatives

• 25,464 Class A Subordinate Voting Shares were withheld by the issuer to cover income tax withholding and remittance obligations, reducing the net shares received by the officer.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The issuance of shares from RSU vesting represents a minor dilution, which is a standard part of equity compensation plans. The withholding of shares for taxes does not directly impact the company's cash flow but reduces the number of shares entering the market from this specific transaction.
• Employees: This filing highlights the company's use of equity compensation, which can be a positive for employee retention and alignment of interests.

Next Steps

• Future vesting of the newly granted Restricted Stock Units on June 1, 2026, June 1, 2027, and June 1, 2028.
• Future vesting of remaining portions of previously granted Restricted Stock Units on December 1, 2025, and December 1, 2026.

Key Dates

Keywords

Verano Holdings, VRNOF, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Compensation, Beneficial Ownership, Corporate Officer, Equity Compensation