Kalesnik Laura Marie 4
4 · Verano Holdings Corp. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Verano (VRNO) GC Laura Kalesnik Receives RSU Award & Settles RSUs
What Happened
Laura Marie Kalesnik, General Counsel, Chief Legal Officer and Secretary of Verano Holdings Corp. (VRNO), received a grant of 299,145 restricted stock units (RSUs) and had multiple vested RSUs convert to common stock on June 1, 2026. The filing records: 63,133 shares acquired on conversion, two other RSU conversion entries of 27,250 and 35,883 shares (treated as derivative settlements), and 15,374 shares withheld to satisfy tax withholding obligations at $1.17 per share (total withheld value $17,988). Net increase in Kalesnik’s common shares from these events is 283,771 shares (362,278 acquired minus 78,507 withheld/returned).
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (timely).
- Reported entries: M (conversion of derivatives/RSUs) and A (award/grant); F = shares withheld for taxes (not a market sale).
- Withholding: 15,374 shares @ $1.17 = $17,988 remitted for taxes (per footnote F2).
- Grant: 299,145 RSUs granted under the Verano Stock and Incentive Plan on June 1, 2026; vesting 33.33% each year 2027–2029 (footnotes F6–F7).
- Other vested RSUs: some RSUs were from earlier grants (June 1, 2024 and June 1, 2025) and settled on June 1, 2026 (footnotes F3–F5).
- Shares owned after the transaction: not stated in the provided filing data.
Context
These transactions are compensation-related: vested RSUs converting to shares and a new RSU grant. The withholding to cover taxes is a routine administrative step and should not be read as an open-market sale. The net effect is a substantial increase in shares held by the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock, par value $0.001
[F1]2026-06-01+63,133→ 433,433 total - Tax Payment
Common Stock, par value $0.001
[F2]2026-06-01$1.17/sh−15,374$17,988→ 418,059 total - Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]2026-06-01−27,250→ 134,909 totalExercise: $0.00→ Common Stock, par value $0.001 (27,250 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F1][F4]2026-06-01−35,883→ 99,026 totalExercise: $0.00→ Common Stock, par value $0.001 (35,883 underlying) - Award
Restricted Stock Units
[F6][F7]2026-06-01+299,145→ 398,171 totalExercise: $0.00→ Common Stock, par value $0.001 (299,145 underlying)
Footnotes (7)
- [F1]This transaction represents the settlement of vested restricted stock units into Common Stock, par value $0.001.
- [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.
- [F3]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 each of June 1, 2025, December 1, 2025 and June 1, 2026 and thereafter will vest 25% on December 1, 2026.
- [F4]The restricted stock units disposed in this transaction settled on June 1, 2026.
- [F5]The 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.
- [F6]The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2026.
- [F7]Each 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.