Form 4: Verano Holdings President Darren Weiss Reports Significant Stock Activity, Including RSU Vesting and New Grant

Verano Holdings Corp. President, Darren Henry Weiss, reported the settlement of vested restricted stock units into Class A Subordinate Voting Shares, a tax-related share withholding, and the grant of new restricted stock units.

Summary

• Darren Henry Weiss, President of Verano Holdings Corp., reported transactions related to his beneficial ownership of company securities.
• On June 2, 2025, Mr. Weiss acquired 123,987 Class A Subordinate Voting Shares through the settlement of vested restricted stock units (RSUs).
• Concurrently, 41,289 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. Weiss directly beneficially owns 685,235 Class A Subordinate Voting Shares.
• On June 1, 2025, Mr. Weiss was granted 121,117 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.
• The report also details the settlement of 93,331 RSUs from a June 1, 2023 grant and 30,656 RSUs from a June 1, 2024 grant.
• After all reported transactions, Mr. Weiss beneficially owns a total of 1,073,894 Restricted Stock Units (430,404 from the new grant, 337,073 remaining from the 2023 grant, and 306,417 remaining from the 2024 grant).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects routine executive compensation and increased direct share ownership, aligning management interests with shareholders. There are no negative surprises or significant concerns raised by the filing.

Positives

• The settlement of vested Restricted Stock Units into Class A Subordinate Voting Shares increases the direct equity ownership of a key executive, aligning management interests with shareholders.
• The grant of new Restricted Stock Units further incentivizes the President and ties future compensation to the company's long-term performance.

Negatives

• A portion of the shares (41,289 Class A Subordinate Voting Shares) was withheld by the issuer to cover income tax obligations, resulting in a reduction of direct share ownership, though this is a standard practice for RSU settlements.

Future Outlook

The document outlines future vesting schedules for the newly granted Restricted Stock Units, with installments occurring on June 1, 2026, June 1, 2027, and June 1, 2028. It also details remaining vesting dates for previously granted RSUs on December 1, 2025, June 1, 2026, and December 1, 2026.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions related to executive compensation, common across all publicly traded companies. It does not provide information on broader industry trends or competitive landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in direct share ownership by a key executive (President) through RSU settlement and new RSU grants generally aligns management's financial interests with those of shareholders, potentially fostering long-term value creation.
• Employees: While specific to an executive, the use of a stock and incentive plan can signal a commitment to performance-based compensation, which may indirectly affect broader employee incentive structures.

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 Restricted Stock Units from previous grants on December 1, 2025, June 1, 2026, and December 1, 2026.

Key Dates

Keywords

Verano Holdings, VRNOF, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Beneficial Ownership, Stock Plan