VRE Form 4: Director granted 1,648.248 phantom stock units

Rhea-AI Filing Summary

Victor B. MacFarlane, a director of Veris Residential, Inc. (VRE), was granted 1,648.248 phantom stock units on 09/30/2025 under the company's Deferred Compensation Plan for Directors. The phantom units convert one-for-one into common stock and were awarded as a combination of a quarterly director fee and a quarterly dividend credited on cumulative phantom stock units. The units are accrued and will be settled 100% in common stock upon the reporting person's termination from the board or upon a change in control. Following the award, the reporting person beneficially owns 24,231.504 shares (direct).

Positive

• 1,648.248 phantom stock units awarded to a director on 09/30/2025
• Phantom units convert one-for-one into common stock upon settlement
• Award composed of a quarterly director's fee and a quarterly dividend credit

Negative

• None.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MACFARLANE VICTOR B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,648.248	$15.20	$25K

Holdings After Transaction: Phantom Stock Units — 24,231.504 shares (Direct)

Footnotes (1)

1. The phantom stock units convert to common stock on a one-for-one basis. The number of phantom stock units awarded is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors. The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors of Veris Residential, Inc. or upon a change in control of Veris Residential, Inc.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MACFARLANE VICTOR B

(Last) (First) (Middle)

C/O VERIS RESIDENTIAL, INC.

HARBORSIDE 3, 210 HUDSON ST., STE. 400

(Street)

JERSEY CITY NJ 07311

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veris Residential, Inc. [ VRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	$0(1)	09/30/2025		A		1,648.248(2)		(3)	(3)	Common Stock, $0.01 par value	1,648.248	$15.2	24,231.504	D

Explanation of Responses:

1. The phantom stock units convert to common stock on a one-for-one basis.

2. The number of phantom stock units awarded is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.

3. The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors of Veris Residential, Inc. or upon a change in control of Veris Residential, Inc.

	/s/ Victor B. MacFarlane	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What did Victor B. MacFarlane report on Form 4 for VRE?

He reported the award of 1,648.248 phantom stock units under Veris Residential's Deferred Compensation Plan for Directors dated 09/30/2025.

How do the phantom stock units convert for VRE?

The phantom stock units convert one-for-one into Veris Residential common stock upon settlement.

When will the phantom units be settled into VRE common stock?

They are to be settled 100% in common stock upon the reporting person's termination of board service or upon a change in control.

How many shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 24,231.504 shares following the reported transaction.

What comprised the phantom unit award in this filing?

The award comprised a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units.