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Verano (VRNO) officer gets RSU stock grant, covers taxes with 60,875 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Kalesnik Laura Marie
Role See remarks
Type Security Shares Price Value
Exercise Common Stock, par value $0.001 250,000 $0.00 --
Tax Withholding Common Stock, par value $0.001 60,875 $1.08 $66K
Holdings After Transaction: Common Stock, par value $0.001 — 668,059 shares (Direct, null)
Footnotes (1)
  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. 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.
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
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.00106/09/2026M(1)250,000A$0668,059D
Common Stock, par value $0.00106/09/2026F(2)60,875D$1.08607,184D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Kalesnik06/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.

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.