Veris Residential (VRE) CFO Lombard’s shares and RSUs cashed out at $19 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Veris Residential, Inc.'s chief financial officer Amanda Lombard reported the cancellation of her equity in connection with the company’s merger. On May 27, 2026, 113,170 shares of common stock were disposed of to the issuer and converted into cash at $19.00 per share under the merger agreement.
In addition, 115,042 performance-vesting restricted stock units and 26,954 outperformance-vesting restricted stock units became fully vested at the merger’s effective time and were cancelled for cash based on the same $19.00 merger consideration, plus any accumulated but unpaid dividend equivalents, less applicable withholding taxes. Following these transactions, Lombard reported no remaining shares or units.
Positive
- None.
Negative
- None.
Insights
CFO’s stock and awards cashed out in Veris Residential merger.
The filing shows Amanda Lombard, Veris Residential’s CFO, disposing of common shares and restricted stock units to the issuer as part of a completed merger. Her equity was converted into cash at $19.00 per share, consistent with the merger agreement terms.
Both performance-vesting and outperformance-vesting RSUs automatically vested at the merger’s effective time before being cancelled for cash, while some unvested units were forfeited with no payment. This pattern is typical when a company is acquired for cash and existing equity awards are settled.
Because these transactions arise directly from the closing of a previously agreed merger rather than open-market trades, they primarily document how Lombard’s compensation and ownership were settled. The filing indicates she no longer holds Veris Residential equity after May 27, 2026.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Lombard Amanda
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Vesting Restricted Stock Units | 115,042 | $0.00 | -- |
| Disposition | Outperformance Vesting Restricted Stock Units | 26,954 | $0.00 | -- |
| Disposition | Common Stock, $0.01 par value | 113,170 | $0.00 | -- |
Holdings After Transaction:
Performance Vesting Restricted Stock Units — 0 shares (Direct, null);
Outperformance Vesting Restricted Stock Units — 0 shares (Direct, null);
Common Stock, $0.01 par value — 0 shares (Direct, null)
Footnotes (1)
- On May 27, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among the Veris Residential, Inc. (the "Issuer"), Veris Residential, L.P., AC Residential Acquisition LP ("Parent"), AC Residential REIT LLC ("Merger Sub I"), and AC Residential OP LP, the Issuer merged with and into Merger Sub I (the "Merger") and each share of the Issuer's common stock, par value $0.01 per share (the "Shares"), held by the reporting person was cancelled and converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration"), without interest thereon and less applicable withholding taxes. Includes 50,960 shares of unvested time-vesting restricted stock units (the "TRSUs") granted pursuant to the Company's equity compensation plans that were issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"). Pursuant to the Merger Agreement, each unvested TRSU outstanding immediately prior to the effective time of the Merger automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares underlying such TRSUs immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 115,042 unvested performance-vesting restricted stock units ("PRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Share underlying such vested PRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested PRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 6,674 PRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding PRSUs and such unvested PRSUs were cancelled and forfeited for no consideration. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 26,954 unvested outperformance-vesting restricted stock units ("OPRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such vested OPRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested OPRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 47,815 OPRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding OPRSUs and such unvested OPRSUs were cancelled and forfeited for no consideration.
Key Figures
Common shares disposed: 113,170 shares
Performance RSUs vested and cancelled: 115,042 units
Outperformance RSUs vested and cancelled: 26,954 units
+4 more
7 metrics
Common shares disposed
113,170 shares
Common Stock, $0.01 par value, disposed to issuer on May 27, 2026
Performance RSUs vested and cancelled
115,042 units
Performance-vesting restricted stock units vested and cancelled at merger effective time
Outperformance RSUs vested and cancelled
26,954 units
Outperformance-vesting restricted stock units vested and cancelled at merger effective time
Merger consideration per share
$19.00 per share
Cash amount for each common share and vested unit cancelled in merger
PRSUs forfeited
6,674 units
Performance-vesting RSUs that did not vest and were forfeited for no consideration
OPRSUs forfeited
47,815 units
Outperformance-vesting RSUs that did not vest and were forfeited for no consideration
Shares after transaction
0 shares
Total shares following transaction reported as zero
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, dividend equivalents, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units financial
"time-vesting restricted stock units (the "TRSUs") granted pursuant to the Company's equity compensation plans"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalents financial
"plus any accumulated but unpaid dividend equivalents corresponding to such vested PRSUs"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Effective Time regulatory
"issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")"
