Director at Veris Residential (NYSE: VRE) cashed out shares at $19.00 in merger

Rhea-AI Filing Summary

Veris Residential, Inc. director Christopher J. Papa reported the cash-out of his equity holdings in connection with the company’s merger. On May 27, 2026, all 7,942 shares of common stock he held were cancelled and converted into the right to receive $19.00 per share in cash under the merger agreement.

On the same date, 2,521.478 vested Phantom Stock Units issued under the director deferred compensation plan were also cancelled and converted into cash equal to the number of underlying shares multiplied by the same $19.00 merger consideration. Following these merger-related dispositions, Papa no longer holds reported common stock or phantom units.

Insights

Equity compensation & governance analyst

Director’s holdings were cashed out at $19.00 per share in a merger-driven transaction.

The transactions show Christopher J. Papa, a director of Veris Residential, Inc., disposing of 7,942 common shares and 2,521.478 Phantom Stock Units. Both were cancelled and converted into cash at a fixed $19.00 merger consideration per underlying share.

These dispositions are mechanical results of the completed merger, not open-market selling. The filing indicates that after the merger’s effective time on May 27, 2026, Papa no longer holds these equity interests, aligning his position with the cash-out terms applied to affected shareholders and directors.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PAPA CHRISTOPHER J

Role null

Type	Security	Shares	Price	Value
Disposition	Phantom Stock Units	2,521.478	$0.00	--
Disposition	Common Stock, $0.01 par value	7,942	$0.00	--

Holdings After Transaction: Phantom Stock Units — 0 shares (Direct, null); Common Stock, $0.01 par value — 0 shares (Direct, null)

Footnotes (1)

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. 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: 7,942 shares Phantom Stock Units disposed: 2,521.478 units Merger consideration price: $19.00 per share +2 more

5 metrics

Common shares disposed 7,942 shares Cancelled and cashed out in merger on May 27, 2026

Phantom Stock Units disposed 2,521.478 units Vested units cancelled at merger effective time

Merger consideration price $19.00 per share Cash paid per share/underlying share in merger

Post-transaction common holdings 0 shares Total shares following merger-related disposition

Post-transaction Phantom Stock Units 0 units Units following cancellation at effective time

Key Terms

Agreement and Plan of Merger, Merger Consideration, Phantom Stock Units, deferred compensation plan, +1 more

5 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.

deferred compensation plan financial

"issued pursuant to the Issuer's deferred compensation plan for directors"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Effective Time regulatory

"on May 27, 2026 at the effective time of the Merger (the "Effective Time")"

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

PAPA CHRISTOPHER J

(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)
05/27/2026

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
Common Stock, $0.01 par value	05/27/2026		D		7,942(1)	D	(1)	0	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
Phantom Stock Units	(2)	05/27/2026		D			2,521.478	(2)	(2)	Common Stock, $0.01 par value	2,521.478	(2)	0	D

Explanation of Responses:

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.

2. 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.

	/s/ Christopher J. Papa	05/27/2026
	** 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)

FAQ

What did Veris Residential (VRE) director Christopher J. Papa report in this Form 4?

He reported the merger-driven disposition of all his Veris Residential equity. 7,942 common shares and 2,521.478 Phantom Stock Units were cancelled on May 27, 2026 and converted into cash based on the $19.00 per share merger consideration.

At what price were Veris Residential (VRE) shares cashed out for the director?

Each share was converted into the right to receive $19.00 in cash.

Under the merger agreement effective May 27, 2026, every share of Veris Residential common stock held by the reporting director, and each share underlying his Phantom Stock Units, was valued at this fixed cash merger consideration.

How many Veris Residential (VRE) common shares did the director dispose of in the merger?

The director disposed of 7,942 common shares through cancellation in the merger.

Those shares were converted into a cash entitlement at $19.00 per share, reflecting the merger consideration set in the Agreement and Plan of Merger executed among Veris Residential and the acquiring entities.

What happened to the Veris Residential (VRE) director’s Phantom Stock Units?

His 2,521.478 Phantom Stock Units were automatically cancelled at the merger’s effective time.

They were converted into cash equal to the number of underlying shares multiplied by the $19.00 merger consideration, consistent with the director deferred compensation plan and the merger agreement terms.

Does the Veris Residential (VRE) director still hold shares after the merger transaction?

No. The Form 4 shows zero shares of common stock and Phantom Stock Units held after the transaction.

All reported holdings were cancelled and converted into cash in connection with the May 27, 2026 merger, leaving no remaining reported equity position for the director.