Veris Residential (VRE) director’s shares cashed out at $19 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Veris Residential director Akiva A. Katz reported the disposition of all Veris Residential, Inc. common stock and related phantom stock units in connection with the company’s merger. On May 27, 2026, each share of common stock was cancelled and converted into the right to receive $19.00 in cash, less applicable withholding taxes.
A total of 5,195,930 indirectly held shares and 45,663 directly held shares were converted, leaving no reported common stock holdings after the transaction. Vested phantom stock units tied to Veris Residential shares were also cancelled and converted into cash based on the same $19.00-per-share merger consideration.
The filing notes that Katz may be deemed to beneficially own certain shares solely through his role as Managing Partner of Bow Street LLC, the investment manager for certain funds and accounts, and he expressly disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
KATZ A. AKIVA
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Phantom Stock Units | 27,007.361 | $0.00 | -- |
| Disposition | Common Stock, $0.01 par value | 45,663 | $0.00 | -- |
| Disposition | Common Stock, $0.01 par value | 5,195,930 | $0.00 | -- |
Holdings After Transaction:
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, Please see footnote)
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. The Reporting Person, solely by virtue of his position as Managing Partner of Bow Street LLC, which is the investment manager of certain private investment funds and separately managed accounts, including Bow Street Special Opportunities Fund XV, LP, may be deemed to beneficially own the reported shares of Common Stock of the Issuer for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. 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
Indirect common shares disposed: 5,195,930 shares
Direct common shares disposed: 45,663 shares
Phantom stock units disposed: 27,007.361 units
+2 more
5 metrics
Indirect common shares disposed
5,195,930 shares
Common Stock cancelled and converted to cash in merger on May 27, 2026
Direct common shares disposed
45,663 shares
Common Stock cancelled and converted to cash in merger on May 27, 2026
Phantom stock units disposed
27,007.361 units
Vested Phantom Stock Units cancelled and converted to cash at merger
Merger consideration per share
$19.00 per share
Cash paid for each Veris Residential common share in merger
Common shares after transaction
0 shares
Total Veris Residential common stock holdings reported following disposition
Key Terms
Agreement and Plan of Merger, Phantom Stock Units, Merger Consideration, Section 16
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.
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.
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.
Section 16 regulatory
"may be deemed to beneficially own the reported shares of Common Stock of the Issuer for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What did Veris Residential (VRE) director Akiva Katz report in this Form 4?
He reported the disposition of all Veris Residential common shares and phantom stock units he was deemed to hold. These were cancelled in a merger and converted into cash based on a fixed merger consideration per share.
What happened to Akiva Katz’s Veris Residential (VRE) phantom stock units?
Vested phantom stock units issued under the director deferred compensation plan were automatically cancelled at the merger’s effective time. They converted into a cash right equal to unit count multiplied by the $19.00 per-share merger consideration.
Why was the Veris Residential (VRE) Form 4 transaction coded as a disposition to issuer?
The transactions are coded “D” for disposition to issuer because, at the merger closing, Veris Residential shares and vested phantom units were cancelled. In exchange, holders became entitled to receive the cash merger consideration instead of continuing equity ownership.