Verano (VRNO) officer has 6,088 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Verano Holdings Corp. officer Laura Marie Kalesnik reported a tax-related share withholding, not an open-market sale. On March 23, 2026, 6,088 shares of common stock were withheld by the company to cover income tax obligations from restricted stock units that vested March 16, 2026. After this non-market transaction, she directly holds 370,300 shares.

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

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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)
03/23/2026

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	03/23/2026		F(1)		6,088	D	$1.09	370,300	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. 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 restricted stock units which vested on March 16, 2026 and settled on March 23, 2026 and does not represent a sale.

Remarks:

General Counsel, Chief Legal Officer and Secretary

	/s/ Kevan Fisher, Attorney-in-Fact	03/24/2026
	** 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)

FAQ

What insider transaction did Verano (VRNO) report for Laura Marie Kalesnik?

Verano reported a tax-related share withholding for officer Laura Marie Kalesnik. On March 23, 2026, 6,088 common shares were withheld by the company to satisfy income tax obligations tied to vested restricted stock units, rather than sold on the open market.

Did the Verano (VRNO) insider transaction involve an open-market sale of shares?

No, the transaction did not involve an open-market sale. The 6,088 Verano common shares were withheld by the issuer solely to cover income tax and remittance obligations for restricted stock units that vested on March 16, 2026 and settled March 23, 2026.

How many Verano (VRNO) shares were withheld for taxes in this Form 4?

A total of 6,088 common shares of Verano were withheld. The withholding covered the issuer’s income tax and remittance obligations arising from the net settlement of restricted stock units that vested and were settled in March 2026, according to the Form 4 footnote.

How many Verano (VRNO) shares does Laura Marie Kalesnik hold after the transaction?

After the tax-withholding transaction, Laura Marie Kalesnik directly holds 370,300 Verano common shares. This position reflects her remaining ownership following the company’s withholding of 6,088 shares to satisfy income tax obligations on vested restricted stock units.

What does transaction code "F" mean in the Verano (VRNO) Form 4 filing?

Transaction code "F" denotes a tax-withholding disposition, not a sale. In this Verano Form 4, it indicates shares were delivered back to the issuer to satisfy tax liabilities tied to restricted stock units, as confirmed by the accompanying explanatory footnote.