Veris Residential (VRE) CEO and director adds phantom stock units in equity award

Rhea-AI Filing Summary

Veris Residential, Inc. disclosed that Chief Executive Officer and Director Mahbod Nia received an additional grant of phantom stock units on 12/31/2025. The award covers 20.345 phantom stock units at a conversion rate of one-for-one into Veris Residential common stock.

The new units reflect a quarterly dividend credited on cumulative phantom stock units that were previously granted for his service as a director under the company’s Deferred Compensation Plan for Directors. Following this transaction, he beneficially owns 3,804.425 phantom stock units, which are to be settled 100% in Veris Residential common stock upon the end of his Board service or upon a change in control.

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
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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^*

Nia Mahbod

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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)	12/31/2025		A		20.345(2)		(3)	(3)	Common Stock, $0.01 par value	20.345	$14.88	3,804.425	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 previously granted to the reporting person in respect of fees for service as a director under the Veris Residential, Inc. Deferred Compensation Plan for Directors prior to his being appointed an executive officer of Veris Residential, Inc.

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/ Mahbod Nia	01/05/2026
	** 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.

FAQ

What insider transaction did Veris Residential (VRE) report for Mahbod Nia?

Veris Residential reported that CEO and Director Mahbod Nia received 20.345 phantom stock units on 12/31/2025, credited as a quarterly dividend on previously granted phantom stock units.

How do Mahbod Nia’s phantom stock units in Veris Residential (VRE) convert to shares?

Each phantom stock unit held by Mahbod Nia converts to one share of Veris Residential common stock, according to the disclosure.

When will the phantom stock units reported for Veris Residential (VRE) be settled?

The phantom stock units are to be settled 100% in Veris Residential common stock upon the termination of Mahbod Nia’s service on the Board of Directors or upon a change in control of the company.

What is the total number of phantom stock units Mahbod Nia now holds in Veris Residential (VRE)?

After the reported transaction, Mahbod Nia beneficially owns 3,804.425 phantom stock units related to Veris Residential common stock.

What plan governs the phantom stock units granted to Mahbod Nia at Veris Residential (VRE)?

The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors, based on his prior service as a director.

Was there any cash exercise price for the Veris Residential (VRE) phantom stock units?

The filing shows the phantom stock units with an exercise price of $0, indicating they are a form of deferred equity compensation rather than options requiring a cash exercise.