Veris Residential director granted phantom stock units

Veris Residential director Nori Gerardo Lietz acquired additional phantom stock units as part of board compensation.

Rhea-AI Filing Summary

Veris Residential director Nori Gerardo Lietz acquired additional phantom stock units as part of board compensation. On the transaction date, she was granted 161.575 phantom stock units at $18.87 per unit, credited as a quarterly dividend on cumulative phantom units under the company’s Deferred Compensation Plan for Directors.

The phantom stock units convert into common stock on a one-for-one basis and will be settled entirely in Veris Residential common shares when her board service ends or upon a change in control. Following this award, she holds a total of 38,273.119 phantom stock units.

Insider Trade Summary

Grant/Award: 161.575 shares

Grant/Award 1 txn

Insider Lietz Nori Gerardo

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	161.575	$18.87	$3K

Holdings After Transaction: Phantom Stock Units — 38,273.119 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 stock units granted: 161.575 units Reference price per phantom unit: $18.87 per unit Total phantom units after grant: 38,273.119 units +1 more

4 metrics

Phantom stock units granted 161.575 units Quarterly dividend credit under Directors Deferred Compensation Plan

Reference price per phantom unit $18.87 per unit Value associated with the 161.575 phantom stock units granted

Total phantom units after grant 38,273.119 units Director’s cumulative phantom stock units following this transaction

Conversion ratio 1:1 into common stock Each phantom stock unit converts into one Veris Residential common share

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

"credited on cumulative phantom stock units 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

"settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service ... or upon a change in control"

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 Nori Gerardo Lietz report on this Form 4?

She reported receiving 161.575 phantom stock units as a grant under Veris Residential’s Deferred Compensation Plan for Directors. The award reflects quarterly dividend credits and increases her total phantom stock holdings to 38,273.119 units, all convertible into common shares on a one-for-one basis.

How many Veris Residential (VRE) phantom stock units were granted and at what value?

The director was granted 161.575 phantom stock units at a reference value of $18.87 per unit. These units mirror common stock value, accrue as board compensation via dividend credits, and will convert into an equal number of Veris Residential common shares in the future.

When will the Veris Residential (VRE) phantom stock units be settled into common shares?

The phantom stock units will be settled 100% in Veris Residential common stock upon the director’s termination of service on the Board or upon a change in control. Settlement timing therefore depends on future board tenure or a qualifying corporate change event.

What is the total phantom stock position for the Veris Residential (VRE) director after this grant?

After this grant, the director holds 38,273.119 phantom stock units. Each unit converts into one share of Veris Residential common stock, so this position represents an equivalent number of future shares, subject to settlement at board service termination or a change in control.

How were the new Veris Residential (VRE) phantom stock units earned by the director?

The additional 161.575 phantom stock units represent a quarterly dividend credited on cumulative phantom units under Veris Residential’s Deferred Compensation Plan for Directors. This mechanism effectively reinvests dividend value into more phantom units linked to the company’s common stock.

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^*

Lietz Nori Gerardo

(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		161.575(2)		(3)	(3)	Common Stock, $0.01 par value	161.575	$18.87	38,273.119	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/ Nori Gerardo Lietz	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)