Veris Residential (NYSE: VRE) grants CFO time- and performance-based RSUs

Rhea-AI Filing Summary

Lombard Amanda reported acquisition or exercise transactions in this Form 4 filing.

Veris Residential, Inc. reported that its Chief Financial Officer, Amanda Lombard, received three types of equity awards on February 19, 2026. She was granted 26,954 time-vesting restricted stock units (TVRSUs), 26,954 performance-vesting RSUs (PVRSUs), and 26,954 outperformance-vesting RSUs (OPVRSUs), each representing a contingent right to one share of common stock.

The TVRSUs vest in three equal annual installments beginning February 19, 2027. The PVRSUs may vest over a three-year period based on the company’s absolute total shareholder return and its total shareholder return relative to a group of 11 peer REITs, with vesting from 0% to 160% of the target amount. The OPVRSUs may vest on February 18, 2029 from 0% to 100% based on adjusted funds from operations per share for the 2028 fiscal year.

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

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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^*

Lombard Amanda

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Time Vesting Restricted Stock Units	02/19/2026		A(1)(2)		26,954	A	$0(1)	109,380	D

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
Performance Vesting Restricted Stock Units	$0(3)	02/19/2026		A		26,954		(4)	(4)	Common Stock, $0.01 par value	26,954	$0(3)	26,954	D
Outperformance Vesting Restricted Stock Units	$0(5)	02/19/2026		A		26,954		(6)	(6)	Common Stock, $0.01 par value	26,954	$0(5)	26,954	D

Explanation of Responses:

1. On February 19, 2026, the reporting person was granted time vesting restricted stock units (each, a "TVRSU"). Each TVRSU represents a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Veris Residential, Inc. (the "Company").

2. The TVRSUs vest in three equal annual installments beginning February 19, 2027.

3. On February 19, 2026, the reporting person was granted performance vesting restricted stock units (each, a "PVRSU"). Each PVRSU represents a contingent right to receive one share of Common Stock.

4. Fifty percent (50%) of the PVRSUs may vest over a three year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the PVRSUs may vest over a three year period based on the Company's TSR relative to the TSR of a select group of eleven (11) peer REITs over the same three year performance period. PVRSUs may vest between 0% and 160% of the "target" performance level (the number of shares listed herein).

5. On February 19, 2026, the Company granted the reporting person outperformance vesting restricted stock units (each, a "OPVRSU"). Each OPVRSU represents a contingent right to receive one share of Common Stock.

6. The OPVRSUs may vest on February 18, 2029 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2028.

	/s/ Amanda Lombard	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Veris Residential (VRE) CFO Amanda Lombard receive?

Amanda Lombard received three RSU grants of 26,954 units each: time-vesting, performance-vesting, and outperformance-vesting RSUs. Each unit represents a contingent right to one share of Veris Residential common stock, aligning her compensation with future company performance and share value.

How do the time-vesting RSUs granted to the Veris Residential CFO vest?

The time-vesting RSUs vest in three equal annual installments beginning February 19, 2027. This means one-third of the 26,954 units is scheduled to vest each year, encouraging continued service and providing a structured, multi-year equity compensation schedule for the CFO.

What performance metrics determine vesting of the Veris Residential CFO’s PVRSUs?

The performance-vesting RSUs may vest over three years based on absolute total shareholder return and total shareholder return relative to 11 peer REITs. Depending on results over the performance period, vesting can range from 0% to 160% of the target 26,954-unit award.

When can the outperformance-vesting RSUs for Veris Residential (VRE) CFO vest?

The outperformance-vesting RSUs may vest on February 18, 2029. Vesting between 0% and 100% of the 26,954 units depends on achieving specified levels of adjusted funds from operations per share for Veris Residential’s fiscal year ending December 31, 2028.

Does the Veris Residential CFO pay a price per share for these RSU grants?

No cash price per share is indicated for these RSU grants; the reported transaction price per share is zero. Each RSU instead represents a contingent right to receive one share of Veris Residential common stock if the applicable time-based or performance conditions are met.