Verano officer receives RSUs, shares withheld for tax

Verano Holdings Corp. executive Laura Marie Kalesnik reported equity compensation activity involving the company’s Common Stock.

Rhea-AI Filing Summary

Verano Holdings Corp. executive Laura Marie Kalesnik reported equity compensation activity involving the company’s Common Stock. On June 9, 2026, restricted stock units granted after Board approval fully vested and settled into shares of Common Stock, reflecting a stock-based award rather than an open-market purchase.

In connection with this settlement, 60,875 shares were withheld by Verano to satisfy income tax withholding and remittance obligations at a price of $1.08 per share. This tax-withholding disposition did not represent a sale into the market, and the filing shows that Kalesnik continues to hold shares directly after these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kalesnik Laura Marie

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.001	250,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.001	60,875	$1.08	$66K

Holdings After Transaction: Common Stock, par value $0.001 — 607,184 shares (Direct)

Footnotes (2)

1. F1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.
2. F2. 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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

Key Figures

Tax-withheld shares: 60,875 shares Withholding price: $1.08 per share RSU grant and vesting date: June 9, 2026 +1 more

4 metrics

Tax-withheld shares 60,875 shares Shares withheld to cover income tax obligations on RSU settlement

Withholding price $1.08 per share Price applied to the 60,875 withheld shares

RSU grant and vesting date June 9, 2026 Restricted stock units granted, fully vested, and settled into Common Stock

Derivative exercise shares 250,000 shares Common Stock reported under code M as derivative exercise/conversion

Key Terms

restricted stock units, net settlement, income tax withholding, derivative security

4 terms

restricted stock units financial

"This transaction represents the grant and vesting of restricted stock units which settled into Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

net settlement financial

"in connection with the net settlement of the restricted stock units and does not represent a sale"

income tax withholding financial

"withheld by the issuer to satisfy its income tax withholding and remittance obligations"

derivative security financial

"transaction code description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider stock transactions did Verano Holdings (VRNO) report for Laura Marie Kalesnik?

Verano reported that executive Laura Marie Kalesnik received fully vested restricted stock units that settled into Common Stock. In connection with this net settlement, the company withheld 60,875 shares at $1.08 per share to cover income tax obligations, rather than executing an open-market sale.

Was there an open-market sale of Verano Holdings (VRNO) shares in this Form 4?

No open-market sale occurred. The 60,875 Verano shares shown as a disposition were withheld by the issuer to satisfy income tax withholding and remittance obligations tied to vested restricted stock units, and the filing explicitly states this does not represent a sale into the public market.

How many Verano Holdings (VRNO) shares were involved in the RSU-related tax withholding?

The filing shows 60,875 shares of Verano Common Stock were withheld at $1.08 per share. These shares covered income tax withholding for the net settlement of restricted stock units that vested and converted into Common Stock on June 9, 2026, rather than being sold on an exchange.

What type of award did Laura Marie Kalesnik receive from Verano Holdings (VRNO)?

She received restricted stock units that were granted following Board approval on June 9, 2026. These restricted stock units were fully vested at the time of grant and settled into shares of Verano Common Stock, reflecting stock-based compensation instead of a cash bonus or open-market share purchase.

How does the Form 4 describe the Verano (VRNO) tax-withholding transaction?

The Form 4 labels the transaction as a tax-withholding disposition under code F. It explains the 60,875 shares were withheld by Verano to meet income tax withholding and remittance obligations arising from the RSU net settlement and clarifies that this withholding does not constitute a market sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 05:11 PM Learn about SEC filing dates

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).

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 ILLINOIS 60610

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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

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

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

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	06/09/2026		M(1)		250,000	A	$0	668,059	D
Common Stock, par value $0.001	06/09/2026		F(2)		60,875	D	$1.08	607,184	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

Explanation of Responses:

1. This transaction represents the grant and vesting of restricted stock units which settled into Common Stock, par value $0.001. The restricted stock units were granted on June 9, 2026 following Board approval and were fully vested at the time of the grant.

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. Such restricted stock units settled into shares of Common Stock on June 9, 2026.

Remarks:

General Counsel, Chief Legal Officer and Secretary

	/s/ Laura Marie Kalesnik	06/10/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)