Veris Residential (VRE) CEO receives 3 x 148,248-share RSU awards

Rhea-AI Filing Summary

Nia Mahbod reported acquisition or exercise transactions in this Form 4 filing.

Veris Residential CEO Nia Mahbod received three new restricted stock unit awards, each covering 148,248 units granted on February 19, 2026. One grant is time-vesting RSUs that vest in three equal annual installments beginning February 19, 2027.

A second grant is performance-vesting RSUs that may vest over a three-year period based on absolute total stockholder return and relative total stockholder return versus eleven peer REITs, with potential payout between 0% and 160% of the 148,248-unit target. A third outperformance RSU grant for 148,248 units may vest from 0% to 100% on February 18, 2029 based on adjusted funds from operations per share for fiscal 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^*

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)
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)		148,248	A	$0(1)	576,190	D
Common Stock, $0.01 par value								380,869	I	By family limited liability company

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		148,248		(4)	(4)	Common Stock, $0.01 par value	148,248	$0(3)	148,248	D
Outperformance Vesting Restricted Stock Units	$0(5)	02/19/2026		A		148,248		(6)	(6)	Common Stock, $0.01 par value	148,248	$0(5)	148,248	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/ Mahbod Nia	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Veris Residential (VRE) CEO Nia Mahbod receive?

Nia Mahbod received three restricted stock unit awards of 148,248 units each. These include time-vesting RSUs, performance-vesting RSUs tied to total stockholder return, and outperformance RSUs linked to adjusted funds from operations per share in 2028.

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

The time-vesting RSUs vest in three equal annual installments starting February 19, 2027. Each unit represents a contingent right to receive one share of Veris Residential common stock if the vesting conditions are satisfied over time.

What determines vesting of the performance-vesting RSUs at Veris Residential (VRE)?

The performance-vesting RSUs may vest over three years based on total stockholder return metrics. Half depend on absolute total stockholder return, and half on performance relative to eleven peer REITs, with vesting between 0% and 160% of the 148,248-unit target.

When can the outperformance RSUs granted to Veris Residential (VRE) CEO vest?

The outperformance RSUs may vest on February 18, 2029, between 0% and 100%. Vesting depends on achieving specified levels of adjusted funds from operations per share for Veris Residential’s fiscal year ending December 31, 2028.

How many Veris Residential (VRE) shares are indirectly held via a family LLC?

The filing reports 380,869 shares of Veris Residential common stock held indirectly through a family limited liability company. This reflects an indirect ownership position separate from the directly held restricted stock unit awards granted to the CEO.

Do the Veris Residential (VRE) RSU awards immediately deliver common stock?

No, each restricted stock unit represents a contingent right to receive one share of common stock. Actual share delivery depends on satisfying the specified time-based or performance-based vesting conditions for each type of RSU award.