Veris Residential (NYSE: VRE) COO vests RSUs, covers taxes in stock

Rhea-AI Filing Summary

Veris Residential, Inc. executive vice president and chief operating officer Malhari Anna reported equity compensation vesting and related tax withholding using shares rather than cash. On March 16, 2026, he vested in 22,956 performance-vesting restricted stock units and forfeited 4,327 units that did not meet three-year performance goals. The vested PVRSUs converted into an equal number of common shares. To cover taxes on the PVRSU and time-vesting RSU awards, 11,502 and 3,569 common shares were surrendered at prices of $18.889 and $18.875 per share, respectively. After these non‑market transactions, Anna directly holds 136,240 shares of common stock.

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^*

Malhari Anna

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF OPERATING OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		M		22,956	A	(1)	151,311	D
Common Stock, $0.01 par value	03/16/2026		F(2)		11,502	D	$18.889	139,809	D
Common Stock, $0.01 par value	03/17/2026		F(3)		3,569	D	$18.875	136,240	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(1)	03/16/2026		M			27,283	(4)	(4)	Common Stock, $0.01 par value	27,283	(1)	0	D

Explanation of Responses:

1. On March 16, 2026, the reporting person vested in 22,956 performance vesting restricted stock units (each, a "PVRSU") and forfeited 4,327 PVRSUs that did not vest at the end of the applicable three year performance period. Each PVRSU represented a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Veris Residential, Inc. (the "Company').

2. Forfeiture of shares for net share settlement of taxes on shares issued upon vesting of PVRSUs.

3. Forfeiture of shares for net share settlement of taxes on shares issued upon vesting of time vesting restricted stock units.

4. Fifty percent (50%) of the PVRSUs were eligible to vest over a three year period ended March 16, 2026 based on the attainment of absolute total stockholder return ("TSR") metrics by the Company. The remaining fifty percent (50%) of the PVRSUs were eligible to vest over a three year period ended March 16, 2026 based on the Company's TSR relative to the TSR of a select group of twenty-three (23) peer REITs over the same three year performance period.

	/s/ Anna Malhari	03/18/2026
	** 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 transactions did Veris Residential (VRE) COO Malhari Anna report on this Form 4?

Malhari Anna reported RSU vesting and share withholding for taxes. Performance-vesting restricted stock units converted into common shares, and a portion of those, plus shares from time-based RSUs, were forfeited to satisfy tax obligations instead of using cash.

How many Veris Residential (VRE) performance RSUs vested and how many were forfeited?

22,956 performance-vesting RSUs vested and 4,327 were forfeited. The vested units each represented a right to receive one common share and were tied to three-year total shareholder return performance metrics, both absolute and relative to a specified REIT peer group.

Were any Veris Residential (VRE) shares sold on the open market in this Form 4?

No open-market purchases or sales were reported. The dispositions shown were coded “F” and represent shares withheld or forfeited to pay tax liabilities on vested restricted stock units, rather than discretionary market trades for investment purposes.

How many Veris Residential (VRE) shares does Malhari Anna own after these transactions?

After the reported transactions, Malhari Anna directly holds 136,240 common shares. This figure reflects the shares received from restricted stock unit vesting, net of the shares forfeited to settle associated tax obligations described in the Form 4 filing.

What performance conditions applied to Malhari Anna’s Veris Residential (VRE) PVRSUs?

The PVRSUs vested based on three-year total shareholder return metrics. Half depended on Veris Residential’s absolute total shareholder return, and the other half on its return relative to a group of 23 peer REITs over the same three-year period ending March 16, 2026.