Veris director cashed out 57,132 shares at $19 merger price
Veris Residential director Nori Gerardo Lietz disposed of all her equity interests in the company in connection with the completion of a merger.
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Form Type
4
Rhea-AI Filing Summary
Veris Residential director Nori Gerardo Lietz disposed of all her equity interests in the company in connection with the completion of a merger. She returned 57,132 shares of common stock to the issuer and these were cancelled in exchange for $19.00 in cash per share, before taxes.
At the same merger effective time, 38,273.119 vested phantom stock units linked to Veris Residential common stock were also cancelled and converted into a cash payment based on the same $19.00 per-share merger consideration. Following these transactions, the filing shows no remaining common shares or phantom units held by the reporting person.
Insider Trade Summary
Disposition: 95,405.119 shares
Disposition
2 txns
Insider
Lietz Nori Gerardo
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Phantom Stock Units | 38,273.119 | $0.00 | $0.00 |
| Disposition | Common Stock, $0.01 par value | 57,132 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Stock Units — 0 contracts (Direct);
Common Stock, $0.01 par value — 0 shares (Direct)
Footnotes (2)
- F1. 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.
- F2. 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: 57,132 shares
Merger consideration per share: $19.00 per share
Phantom stock units cancelled: 38,273.119 units
+3 more
6 metrics
Common shares disposed
57,132 shares
Shares of common stock cancelled and converted to cash in merger
Merger consideration per share
$19.00 per share
Cash received for each common share, before withholding taxes
Phantom stock units cancelled
38,273.119 units
Vested phantom stock units converted to cash at merger effective time
Underlying shares for phantom units
38,273.119 shares
Common shares underlying phantom stock units used to calculate cash
Common shares after transaction
0 shares
Total Veris Residential common stock held after merger cash-out
Phantom units after transaction
0 units
Total phantom stock units held after cancellation at merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, Phantom Stock Units, Effective Time
4 terms
Agreement and Plan of Merger financial
"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.
Effective Time financial
"on May 27, 2026 at the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Veris Residential (VRE) director Nori Gerardo Lietz report on this Form 4?
The Form 4 shows Nori Gerardo Lietz disposed of all Veris Residential equity interests. Her common shares and vested phantom stock units were cancelled in a merger and converted entirely into cash consideration under the merger agreement.
How were Veris Residential (VRE) phantom stock units treated for Nori Gerardo Lietz?
Vested 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 per-share merger consideration, with no interest, per the merger agreement’s terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
