SEC Form 4 · accession 0001493152-26-027158
Verano Holdings Corp. · VRNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laura Marie Kalesnik
Officer — See remarks
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 6:29 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001848416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 | Jun 1, 2026 | M | 63,133 | $0.00 | A | 433,433 | D | |
| Common Stock, par value $0.001 | Jun 1, 2026 | F | 15,374 | $1.17 | D | 418,059 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Jun 1, 2026 | M | 27,250 | D | — | — | Common Stock, par value $0.001 | 27,250 | 134,909 | D |
| Restricted Stock UnitsF5,F4 | $0.00 | Jun 1, 2026 | M | 35,883 | D | — | — | Common Stock, par value $0.001 | 35,883 | 99,026 | D |
| Restricted Stock UnitsF7 | $0.00 | Jun 1, 2026 | A | 299,145 | A | — | — | Common Stock, par value $0.001 | 299,145 | 398,171 | D |
Explanation of responses
- F1This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
- F2Represents 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.
- F3The 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 each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
- F4The restricted stock units disposed in this transaction settled on June 1, 2026.
- F5The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. Each restricted stock unit reflects a contingent right to receive one share of Common Stock, par value $0.001 and vested 33.33% on June 1, 2026, and thereafter will vest 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
- F6The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
- F7Each restricted stock unit reflects a contingent right to receive one share of Common Stock and will vest 33.33% on June 1, 2027, 33.33% on June 1, 2028 and 33.34% on June 1, 2029.
Remarks
General Counsel, Chief Legal Officer and Secretary