Laura Marie Kalesnik - Mar 25, 2024 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role: General Counsel, Chief Legal Officer and Secretary
Signature: /s/ Kevan Fisher, Attorney-in-Fact
Stock symbol: VRNOF
Transactions as of: Mar 25, 2024
Transactions value $: -$20,491
Form type: 4
Date filed: 3/27/2024, 06:49 PM
Previous filing: Dec 26, 2023
Next filing: Apr 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNOF	Class A Subordinate Voting Shares	Options Exercise	$0	+14.2K	+22.75%	$0.00	76.7K	Mar 25, 2024	Direct	F1
transaction	VRNOF	Class A Subordinate Voting Shares	Sale	-$20.5K	-3.76K	-4.9%	$5.45	73K	Mar 26, 2024	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-14.2K	-3.84%	$0.00	356K	Mar 25, 2024	Class A Subordinate Voting Shares	14.2K	$0.00	Direct	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2023.
F3	Represents a weighted average sale price for multiple sale transactions ranging from $5.44 to $5.4501 per share, as converted from Canadian dollars. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F4	The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on April 13, 2021. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share.
F5	The restricted stock units vest 25% on each nine-month anniversary of March 21, 2021.

Remarks:

General Counsel, Chief Legal Officer and Secretary