[Form 4] Verano Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Verano Holdings Corp. insider transaction: A company officer, identified in the remarks as the General Counsel, Chief Legal Officer and Secretary, reported several equity transactions involving Verano common stock and restricted stock units.

On December 1, 2025, 104,571 shares of common stock were acquired at $0 upon settlement of vested restricted stock units. On the same date, 25,465 shares were withheld by Verano at a price of $0.91 per share to cover income tax withholding and remittance obligations, which is described as not being a sale. On December 2, 2025, 5,850 shares were sold at $0.95 per share in an open-market transaction executed under a Rule 10b5-1 trading plan adopted on September 10, 2025.

Following these transactions, the reporting person held 351,388 shares of Verano common stock directly. The filing also shows multiple restricted stock unit grants under the Verano Holdings Corp. Stock and Incentive Plan, with portions vesting and settling on December 1, 2025 and additional units scheduled to vest on future dates.

Insider Trade Summary

Net Seller: 5,850 shares ($5,558)

Net Sell 6 txns

Insider Kalesnik Laura Marie

Role See remarks

Sold 5,850 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001	5,850	$0.95	$6K
Exercise	Restricted Stock Units	66,341	$0.00	--
Exercise	Restricted Stock Units	10,980	$0.00	--
Exercise	Restricted Stock Units	27,250	$0.00	--
Exercise	Common Stock, par value $0.001	104,571	$0.00	--
Tax Withholding	Common Stock, par value $0.001	25,465	$0.91	$23K

Holdings After Transaction: Common Stock, par value $0.001 — 351,388 shares (Direct); Restricted Stock Units — 200,389 shares (Direct)

Footnotes (1)

1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001. Represents the number of shares of Common Stock, par value $0.001 that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2025. All shares were sold at a price of $0.95 The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025 and December 1, 2025. The restricted stock units disposed in this transaction settled on December 1, 2025. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025 and December 1, 2025. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on June 1, 2025 and December 1, 2025, and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kalesnik Laura Marie

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO IL 60610

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verano Holdings Corp. [ VRNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	12/01/2025		M(1)		104,571	A	$0	382,703	D
Common Stock, par value $0.001	12/01/2025		F(2)		25,465	D	$0.91	357,238	D
Common Stock, par value $0.001	12/02/2025		S(3)		5,850	D	$0.95	351,388	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(4)	$0	12/01/2025		M(1)			66,341	(5)	(5)	Common Stock, par value $0.001	66,341	$0	200,389	D
Restricted Stock Units(6)	$0	12/01/2025		M(1)			10,980	(5)	(5)	Common Stock, par value $0.001	10,980	$0	189,409	D
Restricted Stock Units(7)	$0	12/01/2025		M(1)			27,250	(5)	(5)	Common Stock, par value $0.001	27,250	$0	162,159	D

Explanation of Responses:

1. This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.

2. Represents the number of shares of Common Stock, par value $0.001 that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2025. All shares were sold at a price of $0.95

4. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

5. The restricted stock units disposed in this transaction settled on December 1, 2025.

6. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on each of June 1, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.

7. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 25% on June 1, 2025 and December 1, 2025, and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

Remarks:

General Counsel, Chief Legal Officer and Secretary

	/s/ Kevan Fisher, Attorney-in-Fact	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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