EVP Fielder awarded RSUs at Veris Residential (NYSE: VRE)

Rhea-AI Filing Summary

Fielder Taryn D. reported acquisition or exercise transactions in this Form 4 filing.

Veris Residential, Inc. reported that EVP, General Counsel & Secretary Taryn D. Fielder received multiple equity awards on February 19, 2026. She was granted 23,585 time-vesting restricted stock units, each representing one share of common stock, vesting in three equal annual installments starting February 19, 2027.

She was also granted 23,584 performance-vesting RSUs that may vest over three years based on the company’s absolute and relative total stockholder return, with payout ranging from 0% to 160% of the target amount. In addition, she received 23,585 outperformance RSUs that may vest on February 18, 2029 from 0% to 100% based on adjusted funds from operations per share for fiscal year 2028.

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^*

Fielder Taryn D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GENERAL COUNSEL & SEC.

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Time Vesting Restricted Stock Units	02/19/2026		A(1)(2)		23,585	A	$0(1)	129,634	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(3)	02/19/2026		A		23,584		(4)	(4)	Common Stock, $0.01 par value	23,584	$0(3)	23,584	D
Outperformance Vesting Restricted Stock Units	$0(5)	02/19/2026		A		23,585		(6)	(6)	Common Stock, $0.01 par value	23,585	$0(5)	23,585	D

Explanation of Responses:

1. On February 19, 2026, the reporting person was granted time vesting restricted stock units (each, a "TVRSU"). Each TVRSU represents a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Veris Residential, Inc. (the "Company").

2. The TVRSUs vest in three equal annual installments beginning February 19, 2027.

3. On February 19, 2026, the reporting person was granted performance vesting restricted stock units (each, a "PVRSU"). Each PVRSU represents a contingent right to receive one share of Common Stock.

4. Fifty percent (50%) of the PVRSUs may vest over a three year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the PVRSUs may vest over a three year period based on the Company's TSR relative to the TSR of a select group of eleven (11) peer REITs over the same three year performance period. PVRSUs may vest between 0% and 160% of the "target" performance level (the number of shares listed herein).

5. On February 19, 2026, the Company granted the reporting person outperformance vesting restricted stock units (each, a "OPVRSU"). Each OPVRSU represents a contingent right to receive one share of Common Stock.

6. The OPVRSUs may vest on February 18, 2029 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2028.

	/s/ Taryn Fielder	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Veris Residential (VRE) grant to EVP Taryn D. Fielder?

Veris Residential granted Taryn D. Fielder three RSU awards: 23,585 time-vesting RSUs, 23,584 performance-vesting RSUs, and 23,585 outperformance-vesting RSUs. Each unit represents a contingent right to receive one share of Veris Residential common stock, subject to future vesting conditions and performance goals.

How do the time-vesting RSUs for Veris Residential (VRE) EVP Fielder vest?

The time-vesting RSUs vest in three equal annual installments beginning February 19, 2027. Each installment delivers common shares if Fielder remains eligible on the applicable vesting date, making this portion of the grant primarily a service-based retention incentive rather than a performance-linked award.

What performance conditions apply to the PVRSUs granted by Veris Residential (VRE)?

The performance-vesting RSUs may vest over three years based on Veris Residential’s absolute and relative total stockholder return. Half depends on absolute TSR and half on TSR versus eleven peer REITs. Vesting outcomes can range from 0% to 160% of the target RSU number disclosed.

How are the outperformance RSUs for Veris Residential (VRE) EVP Fielder structured?

The outperformance RSUs may vest on February 18, 2029, ranging from 0% to 100% of the granted units. Vesting depends on achieving specified levels of adjusted funds from operations per share for Veris Residential’s fiscal year ending December 31, 2028, tying rewards to operating performance.

Does the Veris Residential (VRE) Form 4 show an insider stock sale by EVP Fielder?

The Form 4 reports only acquisitions of restricted stock units, not stock sales. All three transactions are coded as awards, with no buy or sell activity. The units are contingent rights to future shares, subject to service and performance-based vesting conditions over several years.