Veris director granted 109.9 phantom stock units

Veris Residential director Victor B. Macfarlane received a grant of phantom stock units as director compensation.

Rhea-AI Filing Summary

Veris Residential director Victor B. Macfarlane received a grant of phantom stock units as director compensation. He was awarded 109.907 phantom stock units on common stock at an assigned value of $18.87 per unit, increasing his directly held phantom stock balance to 26,034.142 units.

The units were credited as a quarterly dividend on his existing phantom stock under Veris Residential, Inc. Deferred Compensation Plan for Directors. These phantom stock units convert into common stock on a one-for-one basis and are to be settled entirely in Veris Residential common shares when his board service ends or upon a change in control of the company.

Insider Trade Summary

Grant/Award: 109.907 shares

Grant/Award 1 txn

Insider MACFARLANE VICTOR B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	109.907	$18.87	$2K

Holdings After Transaction: Phantom Stock Units — 26,034.142 contracts (Direct)

Footnotes (3)

1. F1. The phantom stock units convert to common stock on a one-for-one basis.
2. F2. The number of phantom stock units awarded is comprised of a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
3. F3. The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors of Veris Residential, Inc. or upon a change in control of Veris Residential, Inc.

Key Figures

Phantom units granted: 109.907 units Grant reference price: $18.87 per unit Total phantom units after grant: 26,034.142 units +1 more

4 metrics

Phantom units granted 109.907 units Phantom Stock Units awarded on 2026-03-31

Grant reference price $18.87 per unit Assigned value for phantom stock units

Total phantom units after grant 26,034.142 units Director’s phantom stock balance following transaction

Underlying common shares 109.907 shares Common Stock, $0.01 par value, one-for-one conversion

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, change in control

3 terms

Phantom Stock Units financial

"The phantom stock units convert to common stock on a one-for-one basis."

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.

Deferred Compensation Plan for Directors financial

"under the Veris Residential, Inc. Deferred Compensation Plan for Directors."

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

change in control financial

"upon a change in control of Veris Residential, Inc."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Veris Residential (VRE) director Victor Macfarlane report on this Form 4?

Victor Macfarlane reported an acquisition of 109.907 phantom stock units tied to Veris Residential common stock. The award reflects a quarterly dividend credit under the company’s Deferred Compensation Plan for Directors and increased his total phantom stock holdings to 26,034.142 units.

What are the key details of the phantom stock units granted to the Veris Residential (VRE) director?

The director received 109.907 phantom stock units valued at $18.87 per unit, each convertible into one share of Veris Residential common stock. The grant comes through the Deferred Compensation Plan for Directors and is settled entirely in common stock at payout.

How and when will Victor Macfarlane’s Veris Residential (VRE) phantom stock units be settled?

The phantom stock units will be settled 100% in Veris Residential common stock. Settlement occurs upon termination of his service on the company’s Board of Directors or upon a change in control of Veris Residential, according to the plan’s terms disclosed.

Why did the Veris Residential (VRE) director receive 109.907 phantom stock units?

The 109.907 phantom stock units represent a quarterly dividend credited on his cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors, effectively reinvesting dividend equivalents into additional phantom units rather than cash.

What is Victor Macfarlane’s total phantom stock position in Veris Residential (VRE) after this transaction?

Following the grant, Victor Macfarlane holds 26,034.142 phantom stock units directly. Each phantom unit is designed to convert into one share of Veris Residential common stock when settlement conditions under the Deferred Compensation Plan for Directors are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 06:00 PM Learn about SEC filing dates

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

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^*

MACFARLANE VICTOR B

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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
Phantom Stock Units	$0(1)	03/31/2026		A		109.907(2)		(3)	(3)	Common Stock, $0.01 par value	109.907	$18.87	26,034.142	D

Explanation of Responses:

1. The phantom stock units convert to common stock on a one-for-one basis.

2. The number of phantom stock units awarded is comprised of a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.

3. The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors of Veris Residential, Inc. or upon a change in control of Veris Residential, Inc.

	/s/ Victor B. MacFarlane	04/02/2026
	** 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)