Veris Residential (NYSE: VRE) EVP exits all shares in $19 cash merger
Rhea-AI Filing Summary
Veris Residential EVP Taryn D. Fielder disposed all equity holdings as part of a cash merger at $19.00 per share. On May 27, 2026, each share of common stock she held was cancelled and converted into the right to receive $19.00 in cash, less applicable taxes.
Unvested time-vesting restricted stock units first became fully vested and were then cancelled for cash based on the same $19.00 merger consideration. Unvested performance-vesting and outperformance-vesting restricted stock units that satisfied vesting conditions at the effective time also vested and were cancelled for cash, while specified non-vested units were forfeited with no payment, leaving her with no remaining Veris Residential equity.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 138,330 shares
Net Sell
3 txns
Insider
Fielder Taryn D.
Role
EVP, GENERAL COUNSEL & SEC.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Vesting Restricted Stock Units | 105,767 | $0.00 | $0.00 |
| Disposition | Outperformance Vesting Restricted Stock Units | 23,585 | $0.00 | $0.00 |
| Disposition | Common Stock, $0.01 par value | 138,330 | $0.00 | $0.00 |
Holdings After Transaction:
Performance Vesting Restricted Stock Units — 0 shares (Direct);
Outperformance Vesting Restricted Stock Units — 0 shares (Direct);
Common Stock, $0.01 par value — 0 shares (Direct)
Footnotes (4)
- F1. 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.
- F2. Includes 45,574 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.
- F3. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 105,767 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, 5,839 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.
- F4. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 23,585 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, 44,791 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
Merger Consideration: $19.00 per share
Common shares disposed: 138,330 shares
Performance RSUs vested and cashed: 105,767 units
+3 more
6 metrics
Merger Consideration
$19.00 per share
Cash paid for each common share in the merger
Common shares disposed
138,330 shares
Common stock cancelled and converted into cash
Performance RSUs vested and cashed
105,767 units
Performance-vesting RSUs vested then cancelled for cash
Outperformance RSUs vested and cashed
23,585 units
Outperformance-vesting RSUs vested then cancelled for cash
Performance RSUs forfeited
5,839 units
Unvested PRSUs cancelled for no consideration at merger
Outperformance RSUs forfeited
44,791 units
Unvested OPRSUs cancelled for no consideration at merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, performance-vesting restricted stock units, outperformance-vesting restricted stock units, +1 more
5 terms
Agreement and Plan of Merger regulatory
"On May 27, 2026, 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.
performance-vesting restricted stock units financial
"105,767 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
"23,585 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Veris Residential (VRE) EVP Taryn Fielder report in this Form 4?
She reported the disposition of all Veris Residential common stock and equity awards in connection with a cash merger. Her shares and vested restricted stock units were cancelled and converted into cash, leaving her with no remaining Veris Residential equity holdings after the effective time.
How were Taryn Fielder’s Veris Residential restricted stock units treated?
Unvested time-vesting, performance-vesting, and outperformance-vesting restricted stock units became fully vested at the merger’s effective time. They were then cancelled and converted into cash equal to $19.00 per underlying share, plus any unpaid dividend equivalents where specified, less required tax withholding.
Were any Veris Residential (VRE) restricted stock units forfeited for no consideration?
Yes. The filing states that 5,839 performance-vesting and 44,791 outperformance-vesting restricted stock units did not vest under their award terms. These unvested units were cancelled and forfeited for no consideration at the merger’s effective time, so they did not generate any cash payment.
What happened to Taryn Fielder’s Veris Residential common stock position after the merger?
All her Veris Residential common shares were cancelled in the merger and converted into the right to receive $19.00 per share in cash. Following these transactions, the Form 4 shows zero common shares and zero related derivative awards remaining in her reported holdings.