Veris Residential (VRE) Form 144 Discloses Affiliate Sales and 19,838-Share Sale

Rhea-AI Filing Summary

Veris Residential, Inc. (VRE) Form 144 notifies a proposed sale of 19,838 common shares through Morgan Stanley Smith Barney LLC, scheduled approximately 09/15/2025, with an aggregate market value of $310,454.78. The filer reports those shares were acquired in the open market on 07/24/2018 and paid for in cash on 07/26/2018. The filing lists total shares outstanding of 93,421,769. The notice also discloses multiple recent sales by related entities MIRELF VI REIT INVESTMENT II, LLC and MIRELF VII US SECURITIES LLC between 09/09/2025 and 09/12/2025, representing large gross proceeds per transaction (each in the mid six-figures). The filer affirms no undisclosed material adverse information and includes the standard Rule 144 representations.

Positive

• Full disclosure of proposed sale details including broker, share count, market value, and approximate sale date
• Acquisition history provided (open market purchase date 07/24/2018 and cash payment 07/26/2018) which satisfies Rule 144 requirements
• Filer affirms no undisclosed material adverse information, per standard Form 144 representation

Negative

• Multiple large sales by affiliated entities (MIRELF VI and MIRELF VII) between 09/09/2025 and 09/12/2025 with individual gross proceeds in the mid six-figure to low seven-figure range
• Concentrated affiliate dispositions over a short period could be interpreted as increased selling pressure from related parties

Insights

Securities Analyst

TL;DR: Routine insider/affiliate sale filing; transaction size is modest versus market cap and appears to be executed through a broker.

The Form 144 discloses a planned disposition of 19,838 shares valued at $310,454.78 to be sold through Morgan Stanley Smith Barney LLC on or about 09/15/2025. The shares were acquired via open market in 2018 and paid in cash, satisfying Rule 144 acquisition disclosure. The filing also lists several large secondary-market sales by affiliated entities during 09/09–09/12/2025, each generating gross proceeds in the $1.02M–$1.84M range, indicating material volumes transacted recently. From a trading-impact perspective, the single planned sale is relatively small versus the reported 93.4M shares outstanding, suggesting limited market impact on its own.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 requirements and includes standard signer representations; multiple affiliate disposals merit attention for shareholder monitoring.

The filing properly identifies the broker, acquisition method, acquisition and payment dates, and affirms the signer is unaware of undisclosed material adverse information. The presence of multiple large sales by MIRELF VI and MIRELF VII within days of this notice could reflect planned liquidity events by affiliates; while compliant, such clustered divestitures are relevant for governance discussions about insider/affiliate coordination and market communication. No allegations or adverse statements are present in the document.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	19838	310454.78	93421769	09/15/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/24/2018	Open Market Purchase	Open Market			19838	07/26/2018	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MIRELF VI REIT INVESTMENT II, LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/12/2025	79724	1272734.52
MIRELF VII US SECURITIES LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/12/2025	106897	1706531.26
MIRELF VII US SECURITIES LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/11/2025	114560	1840956.29
MIRELF VI REIT INVESTMENT II, LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/11/2025	85440	1373003.71
MIRELF VII US SECURITIES LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/10/2025	85920	1378491.89
MIRELF VI REIT INVESTMENT II, LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/10/2025	64080	1028093.11
MIRELF VI REIT INVESTMENT II, LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/09/2025	64080	1032924.74
MIRELF VII US SECURITIES LLC Harborside 3, 210 Hudson St. Ste. 400 Jersey City NJ 07311	Common	09/09/2025	85920	1384970.29

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for VRE report?

It reports a proposed sale of 19,838 common shares via Morgan Stanley Smith Barney LLC, with an aggregate market value of $310,454.78, planned around 09/15/2025.

When and how were the shares being sold on Form 144 acquired?

The shares were acquired in the open market on 07/24/2018 and paid for in cash on 07/26/2018.

Does the filing disclose recent related-party sales for VRE?

Yes. The filing lists multiple sales by MIRELF VI REIT INVESTMENT II, LLC and MIRELF VII US SECURITIES LLC between 09/09/2025 and 09/12/2025, each with gross proceeds ranging roughly from $1.02M to $1.84M.

How large is the proposed sale relative to VRE's outstanding shares?

The proposed 19,838 share sale is disclosed alongside a reported 93,421,769 shares outstanding.

What representations does the filer make on Form 144?

The filer represents they do not possess any undisclosed material adverse information about the issuer and includes the standard Rule 144 attestations.