Veris Residential (VRE) director’s shares and phantom units cashed out in $19 merger
Rhea-AI Filing Summary
Cumenal Frederic reported disposition transactions in this Form 4 filing.
Veris Residential, Inc. completed a merger in which director Frederic Cumenal’s equity was cashed out. On May 27, 2026, each share of common stock he held was cancelled and converted into the right to receive $19.00 in cash per share, less applicable taxes.
In connection with the same merger, his vested phantom stock units under the director deferred compensation plan were also cancelled and converted into cash based on the number of underlying shares multiplied by the same $19.00 per-share merger consideration. After these transactions, Cumenal no longer held Veris Residential common stock or related phantom units.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 47,132 shares
Net Sell
2 txns
Insider
Cumenal Frederic
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Phantom Stock Units | 37,692.433 | $0.00 | $0.00 |
| Disposition | Common Stock, $0.01 par value | 47,132 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Stock Units — 0 shares (Direct);
Common Stock, $0.01 par value — 0 shares (Direct)
Footnotes (2)
- 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. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the effective time of the Merger (the "Effective Time"), 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
Common shares disposed: 47,132 shares
Phantom stock units disposed: 37,692.433 units
Merger consideration per share: $19.00 per share
+1 more
4 metrics
Common shares disposed
47,132 shares
Common Stock cancelled and cashed out in merger
Phantom stock units disposed
37,692.433 units
Vested phantom units cancelled at merger effective time
Merger consideration per share
$19.00 per share
Cash paid for each Veris Residential common share
Shares after transaction
0 shares
Total Veris Residential common stock held post-merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, Phantom Stock Units, Effective Time
4 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.
Phantom Stock Units financial
"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.
Effective Time regulatory
"on May 27, 2026 at the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What happened to Frederic Cumenal’s Veris Residential (VRE) phantom stock units?
Vested phantom stock units held by Frederic Cumenal were automatically cancelled at the merger’s effective time and converted into cash equal to the number of underlying shares multiplied by the $19.00 per-share merger consideration, paid in cash without interest.
How many Veris Residential (VRE) phantom stock units did Frederic Cumenal dispose of?
Frederic Cumenal disposed of 37,692.433 vested phantom stock units. Each unit was tied to one underlying Veris Residential common share and was converted into cash based on that share count and the $19.00 per-share merger consideration.
Does Frederic Cumenal still hold Veris Residential (VRE) equity after the merger?
After the merger-related cancellations, Frederic Cumenal held zero Veris Residential common shares and no phantom stock units. Both his actual shares and vested phantom units were fully converted into cash rights under the merger consideration terms.