Form 4: Verano Holdings Officer Sells Shares After RSU Vesting

Verano Holdings' General Counsel, Laura Marie Kalesnik, reported the settlement of restricted stock units and subsequent sale of common stock.

Summary

• Laura Marie Kalesnik, General Counsel, Chief Legal Officer, and Secretary of Verano Holdings Corp., reported several transactions involving the company's common stock and restricted stock units (RSUs).
• On December 1, 2025, 104,571 restricted stock units vested and settled into an equal number of common shares. These RSUs originated from grants on June 1, 2023, September 1, 2023, and June 1, 2024.
• Concurrently, 25,465 shares of common stock were withheld by the issuer to cover income tax obligations related to the RSU settlement, valued at $0.91 per share.
• On December 2, 2025, Kalesnik sold 5,850 shares of common stock at a price of $0.95 per share, executed under a Rule 10b5-1 trading plan adopted on September 10, 2025.
• Following these transactions, Kalesnik beneficially owns 351,388 shares of common stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including RSU vesting, tax withholding, and a sale under a 10b5-1 plan. These are standard events and do not inherently indicate a positive or negative sentiment towards the company's prospects.

Positives

• The vesting of 104,571 restricted stock units demonstrates the realization of long-term incentive compensation for a key executive.

Negatives

• The sale of 5,850 shares of common stock by a key executive, even under a pre-arranged 10b5-1 plan, reduces insider ownership.
• 25,465 shares were withheld for tax purposes, further reducing the executive's direct beneficial ownership.

Future Outlook

This filing is a Form 4 detailing insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transactions, such as those reported in a Form 4, are routine disclosures for publicly traded companies. They provide transparency into executive stock ownership changes but typically do not reflect broader industry trends unless they are unusually large or widespread across multiple insiders.

Stakeholder Impact

• Shareholders: The routine nature of these insider transactions, including RSU vesting and a pre-planned sale, is unlikely to have a significant impact on shareholder sentiment or the company's stock price. While insider selling can sometimes be viewed negatively, the 10b5-1 plan mitigates concerns about opportunistic timing.
• Employees: No direct impact on employees is indicated by this filing.
• Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Remaining restricted stock units from the June 1, 2024 grant will vest 25% on June 1, 2026, and 25% on December 1, 2026.

Key Dates

Keywords

Verano Holdings, VRNO, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, RSU, 10b5-1 Plan, Laura Marie Kalesnik, Officer Transaction