Veris Residential (NYSE: VRE) COO cashes out stock and RSUs at $19 merger price
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Malhari Anna reported disposition transactions in this Form 4 filing.
Veris Residential, Inc. EVP & Chief Operating Officer Malhari Anna reported the cash-out of his equity holdings in connection with the company’s merger. On May 27, 2026, each common share he held was cancelled and converted into the right to receive $19.00 in cash per share under the merger agreement.
The filing notes that unvested time-vesting, performance-vesting, and outperformance-vesting restricted stock units automatically vested at the merger’s effective time and were similarly cancelled for cash based on the $19.00 per-share merger consideration. Certain performance and outperformance units that did not vest were forfeited for no consideration, and the report shows zero shares owned after these transactions.
Positive
- None.
Negative
- None.
Insights
Executive equity fully cashed out and cancelled at $19 merger price.
The filing shows Malhari Anna, EVP & COO of Veris Residential, disposing of all reported equity interests as part of a completed merger. Common shares and various restricted stock units were cancelled in exchange for cash at a fixed $19.00 per-share merger consideration.
Because these dispositions result directly from the merger terms rather than discretionary trading, they carry limited signal about the executive’s view of the stock. Investors focused on Veris were likely already evaluating the merger based on earlier disclosures; this Form 4 mainly documents how the agreed price applied to management’s awards.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Malhari Anna
Role
EVP & CHIEF OPERATING OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Vesting Restricted Stock Units | 136,508 | $0.00 | -- |
| Disposition | Outperformance Vesting Restricted Stock Units | 33,693 | $0.00 | -- |
| Disposition | Common Stock, $0.01 par value | 136,240 | $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 62,294 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, 136,508 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 Shares 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, 8,345 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, 33,693 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, 55,552 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: 136,240 shares
Merger consideration per share: $19.00 per share
Outperformance RSUs vested and cancelled: 33,693 units
+5 more
8 metrics
Common shares disposed
136,240 shares
Common Stock cancelled and converted to cash at merger
Merger consideration per share
$19.00 per share
Cash paid for each Veris Residential common share
Outperformance RSUs vested and cancelled
33,693 units
OPRSUs vested at effective time, cancelled for cash
Performance RSUs vested and cancelled
136,508 units
PRSUs vested at effective time, cancelled for cash
Time-vesting RSUs included
62,294 units
TRSUs vested and converted to cash at merger
Unvested PRSUs forfeited
8,345 units
PRSUs cancelled with no consideration at effective time
Unvested OPRSUs forfeited
55,552 units
OPRSUs cancelled with no consideration at effective time
Shares after transaction
0 shares
Total Veris Residential common shares owned post-merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance-vesting restricted stock units, +2 more
6 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
"unvested 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.
performance-vesting restricted stock units financial
"136,508 unvested performance-vesting restricted stock units ("PRSUs") that were issued and outstanding"
Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.
outperformance-vesting restricted stock units financial
"33,693 unvested outperformance-vesting restricted stock units ("OPRSUs") that were issued and outstanding"
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.
FAQ
What insider transaction did Veris Residential (VRE) report for Malhari Anna?
Veris Residential EVP & COO Malhari Anna reported dispositions of common stock and restricted stock units. All were cancelled in the merger and converted into cash at the agreed merger price, leaving him with no reported Veris Residential equity following the effective time.
What happened to Malhari Anna’s Veris Residential restricted stock units?
Unvested time-vesting, performance-vesting, and outperformance-vesting restricted stock units automatically became fully vested at the effective time. They were then cancelled and converted into cash equal to $19.00 per underlying share, plus any unpaid dividend equivalents where applicable, less withholding taxes.
Were any of Malhari Anna’s Veris Residential performance units forfeited?
Yes. The filing notes that 8,345 performance-vesting RSUs and 55,552 outperformance-vesting RSUs did not vest under their award terms at the effective time. These unvested units were cancelled and forfeited with no consideration paid to the executive.