Kalesnik Laura Marie 4

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.