Laura Marie Kalesnik - 01 Dec 2025 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role
General Counsel, Chief Legal Officer and Secretary
Signature
/s/ Kevan Fisher, Attorney-in-Fact
Issuer symbol
VRNOF
Transactions as of
01 Dec 2025
Net transactions value
-$28,731
Form type
4
Filing time
03 Dec 2025, 20:01:54 UTC
Previous filing
04 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kalesnik Laura Marie General Counsel, Chief Legal Officer and Secretary 224 WEST HILL STREET, SUITE 400, CHICAGO /s/ Kevan Fisher, Attorney-in-Fact 03 Dec 2025 0001981213

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNO Common Stock, par value $0.001 Options Exercise $0 +104,571 +38% $0.000000 382,703 01 Dec 2025 Direct F1
transaction VRNO Common Stock, par value $0.001 Tax liability $23,173 -25,465 -6.7% $0.9100 357,238 01 Dec 2025 Direct F2
transaction VRNO Common Stock, par value $0.001 Sale $5,558 -5,850 -1.6% $0.9500 351,388 02 Dec 2025 Direct 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 VRNO Restricted Stock Units Options Exercise $0 -66,341 -25% $0.000000 200,389 01 Dec 2025 Common Stock, par value $0.001 66,341 $0.000000 Direct F1, F4, F5
transaction VRNO Restricted Stock Units Options Exercise $0 -10,980 -5.5% $0.000000 189,409 01 Dec 2025 Common Stock, par value $0.001 10,980 $0.000000 Direct F1, F5, F6
transaction VRNO Restricted Stock Units Options Exercise $0 -27,250 -14% $0.000000 162,159 01 Dec 2025 Common Stock, par value $0.001 27,250 $0.000000 Direct F1, F5, F7
* 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 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 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2025. All shares were sold at a price of $0.95
F4 The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. 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, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.
F5 The restricted stock units disposed in this transaction settled on December 1, 2025.
F6 The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. 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, 2024, December 1, 2024, June 1, 2025 and December 1, 2025.
F7 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 June 1, 2025 and December 1, 2025, and thereafter will vest 25% on each of June 1, 2026 and December 1, 2026.

Remarks:

General Counsel, Chief Legal Officer and Secretary