Veris Residential (NYSE: VRE) CEO fully cashes out equity at $19 in merger

Rhea-AI Filing Summary

Veris Residential, Inc. CEO Nia Mahbod reported a full disposition of her equity holdings in connection with the company’s merger. On May 27, 2026, each share of common stock she held, including 380,869 shares through a family LLC and 586,416 shares held directly, was cancelled and converted into the right to receive $19.00 per share in cash.

Unvested time-vesting restricted stock units covering 286,459 shares became fully vested at the merger’s effective time and were converted into cash based on the $19.00 per-share merger consideration. In addition, 950,000 vested stock options, 664,828 performance-vesting RSUs, 148,248 outperformance-vesting RSUs and 3,820.554 phantom stock units were cancelled and converted into corresponding cash amounts, while certain unvested PRSUs and OPRSUs were forfeited for no consideration. Following these transactions, the filing shows no remaining common stock or derivative holdings.

Insights

Equity compensation analyst

CEO’s equity is fully cashed out at a fixed merger price.

The filing shows Nia Mahbod’s entire Veris Residential equity package being cancelled and settled in cash at $19.00 per share pursuant to the merger agreement. This includes common shares, time-based RSUs, performance RSUs, outperformance RSUs, phantom units, and vested options.

Because these are issuer dispositions tied to a closing merger, they reflect deal mechanics rather than discretionary trading. Some unvested performance and outperformance awards did not vest and were forfeited for no consideration, underscoring that payout levels depended on the awards’ performance and vesting terms.

From an investor perspective, the filing mainly confirms how management equity was treated at the merger’s effective time, including that the CEO’s reported holdings go to zero after cash settlement, consistent with the company being acquired for cash at $19.00 per share.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Nia Mahbod

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Disposition	Common Stock Options	950,000	$0.00	--
Disposition	Performance Vesting Restricted Stock Units	664,828	$0.00	--
Disposition	Outperformance Vesting Restricted Stock Units	148,248	$0.00	--
Disposition	Phantom Stock Units	3,820.554	$0.00	--
Disposition	Common Stock, $0.01 par value	586,416	$0.00	--
Disposition	Common Stock, $0.01 par value	380,869	$0.00	--

Holdings After Transaction: Common Stock Options — 0 shares (Direct, null); Performance Vesting Restricted Stock Units — 0 shares (Direct, null); Outperformance Vesting Restricted Stock Units — 0 shares (Direct, null); Phantom Stock Units — 0 shares (Direct, null); Common Stock, $0.01 par value — 0 shares (Direct, null); Common Stock, $0.01 par value — 0 shares (Indirect, By family limited liability company)

Footnotes (1)

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 286,459 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, 950,000 vested common stock options (each, an "Option") automatically were canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share underlying such Option and (ii) the number of Shares underlying such Option 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, 664,828 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, 36,690 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, 148,248 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, 281,539 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. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 3,820.554 vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically 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 Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.

Key Figures

Merger cash price per share: $19.00 per share Direct common shares disposed: 586,416 shares Indirect common shares via LLC: 380,869 shares +5 more

8 metrics

Merger cash price per share $19.00 per share Cash consideration for each common share at merger effective time

Direct common shares disposed 586,416 shares Common Stock, $0.01 par value, held directly and cancelled for cash

Indirect common shares via LLC 380,869 shares Common shares held through a family limited liability company and converted to cash

Time-vesting RSUs vesting and payout 286,459 shares Unvested TRSUs that vested and were paid in cash at $19.00 per share

Performance RSUs vested and paid 664,828 units PRSUs vested at effective time and converted into cash at $19.00 per underlying share

Outperformance RSUs vested and paid 148,248 units OPRSUs vested at effective time and converted into cash at $19.00 per underlying share

Stock options cancelled for cash 950,000 options Vested common stock options cancelled and paid based on $19.00 less exercise price

Phantom stock units cancelled 3,820.554 units Vested phantom stock units converted into cash at $19.00 per underlying share

Key Terms

Agreement and Plan of Merger, Merger Consideration, time-vesting restricted stock units, performance-vesting restricted stock units, +2 more

6 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.

time-vesting restricted stock units financial

"Includes 286,459 shares of unvested time-vesting restricted stock units (the "TRSUs")"

performance-vesting restricted stock units financial

"664,828 unvested performance-vesting restricted stock units ("PRSUs")"

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

"148,248 unvested outperformance-vesting restricted stock units ("OPRSUs")"

Phantom Stock Units financial

"3,820.554 vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

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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

X

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nia Mahbod

(Last) (First) (Middle)

C/O VERIS RESIDENTIAL, INC.

HARBORSIDE 3, 210 HUDSON ST., STE. 400

(Street)

JERSEY CITY NEW JERSEY 07311

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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

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

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

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
Common Stock, $0.01 par value	05/27/2026		D		586,416(1)(2)	D	(1)(2)	0	D
Common Stock, $0.01 par value	05/27/2026		D		380,869(1)	D	(1)	0	I	By family limited liability company

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
Common Stock Options	(3)	05/27/2026		D			950,000	(3)	(3)	Common Stock	950,000	(3)	0	D
Performance Vesting Restricted Stock Units	(4)	05/27/2026		D			664,828	(4)	(4)	Common Stock, $0.01 par value	664,828	(4)	0	D
Outperformance Vesting Restricted Stock Units	(5)	05/27/2026		D			148,248	(5)	(5)	Common Stock, $0.01 par value	148,248	(5)	0	D
Phantom Stock Units	(6)	05/27/2026		D			3,820.554	(6)	(6)	Common Stock, $0.01 par value	3,820.554	(6)	0	D

Explanation of Responses:

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.

2. Includes 286,459 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.

3. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 950,000 vested common stock options (each, an "Option") automatically were canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share underlying such Option and (ii) the number of Shares underlying such Option immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes.

4. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 664,828 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, 36,690 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.

5. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 148,248 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, 281,539 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.

6. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 3,820.554 vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically 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 Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.

	/s/ Mahbod Nia	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What does Veris Residential (VRE) CEO Nia Mahbod’s Form 4 report?

It reports that Nia Mahbod’s Veris Residential equity was fully disposed of in connection with a merger. Her common shares, equity awards and phantom units were cancelled and converted into cash based on a $19.00 per-share merger consideration at the effective time.

At what price were Veris Residential (VRE) shares cashed out in the merger?

Each share of Veris Residential common stock held by the reporting person was cancelled and converted into cash equal to $19.00 per share. This cash amount, called the Merger Consideration, was paid without interest and subject to applicable withholding taxes under the merger agreement.

How were Nia Mahbod’s restricted stock units in Veris Residential (VRE) treated?

Unvested time-vesting RSUs, performance RSUs and outperformance RSUs that met vesting conditions became fully vested at the merger’s effective time. They were cancelled and converted into cash based on $19.00 per underlying share, while certain unvested PRSUs and OPRSUs were forfeited for no consideration.

What happened to Veris Residential (VRE) stock options held by the CEO?

At the merger’s effective time, 950,000 vested stock options held by the CEO were automatically cancelled. Each option converted into cash equal to the excess, if any, of the $19.00 merger price over its exercise price, multiplied by the number of underlying shares.

Were any Veris Residential (VRE) awards forfeited without payment in this Form 4?

Yes. The filing states that 36,690 performance RSUs and 281,539 outperformance RSUs did not vest under their award terms. These unvested units were cancelled at the merger’s effective time and were forfeited for no consideration, meaning no cash payment was received for them.

Did Veris Residential (VRE) CEO retain any stock or derivatives after these transactions?

No. For each reported line item, the Form 4 shows total shares following the transaction as zero. This indicates the CEO had no remaining Veris Residential common stock, RSUs, option awards or phantom stock units after the merger-related cash settlements were completed.