06/03/2025 | Press release | Distributed by Public on 06/03/2025 17:50
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 06/01/2025 | A(4) | 127,846 | (5) | (5) | Class A Subordinate Voting Shares | 127,846 | $ 0 | 457,841 | D | ||||
Restricted Stock Units(6) | $ 0 | 06/01/2025 | M(1) | 100,279 | (7) | (7) | Class A Subordinate Voting Shares | 100,279 | $ 0 | 357,562 | D | ||||
Restricted Stock Units(8) | $ 0 | 06/02/2025 | M(1) | 32,359 | (7) | (7) | Class A Subordinate Voting Shares | 32,359 | $ 0 | 325,203 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Archos George Peter 224 WEST HILL STREET, SUITE 400 CHICAGO, IL 60610 |
X | Chief Executive Officer |
/s/ Kevan Fisher, Attorney-in-Fact | 06/03/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares. |
(2) | Represents the number of shares of Class A Common Stock 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. |
(3) | Due to the Reporting Person's 2% membership interest in the LLCs, the Reporting Person may be deemed to beneficially own the number of Shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the Shares reported in Table I owned by the LLCs. |
(4) | The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025. |
(5) | Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and will vest 33.33% on June 1, 2026, 33.33% on June 1, 2027 and 33.34% on June 1, 2028. |
(6) | 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 Class A Subordinate Voting Share and vested 25% on each of June 1, 2024, December 1, 2024 and June 1, 2025, and will thereafter vest 25% on December 1, 2025. |
(7) | The restricted stock units disposed in this transaction settled on June 2, 2025. |
(8) | 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 Class A Subordinate Voting Share and vested 25% on June 1, 2025, and thereafter will vest 25% on each of December 1, 2025, June 1, 2026 and December 1, 2026. |