Veris Residential (VRE) director’s 42,863 shares cancelled for $19 cash in merger

Rhea-AI Filing Summary

Stern Howard Steven reported disposition transactions in this Form 4 filing.

Veris Residential, Inc. director Howard Steven Stern reported the cancellation of 42,863 shares of common stock in connection with the company’s merger. On May 27, 2026, each of his shares was converted into the right to receive $19.00 in cash, and his post-transaction holdings fell to zero.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stern Howard Steven

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock, $0.01 par value	42,863	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 0 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 42,863 shares Merger consideration per share: $19.00 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 42,863 shares Common Stock, disposition to issuer in merger on May 27, 2026

Merger consideration per share $19.00 per share Cash paid for each share of common stock

Post-transaction holdings 0 shares Total shares following disposition to issuer

Key Terms

Agreement and Plan of Merger, Merger Consideration, par value, Disposition to issuer

4 terms

Agreement and Plan of Merger regulatory

"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.

par value financial

"each share of the Issuer's common stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

X

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^*

Stern Howard Steven

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		D		42,863(1)	D	(1)	0	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

Explanation of Responses:

1. 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.

	/s/ Howard S. Stern	05/27/2026
	** 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 did Veris Residential (VRE) director Howard Steven Stern report in this Form 4?

He reported that 42,863 shares of Veris Residential common stock were disposed of in connection with a merger. Each share was cancelled and converted into a cash right, leaving him with zero shares afterward.

Why were Howard Steven Stern’s Veris Residential (VRE) shares cancelled?

His shares were cancelled because Veris Residential merged with AC Residential REIT LLC’s merger subsidiary under a Merger Agreement. As part of the closing, each Veris Residential common share was converted into a cash payment instead of continuing as stock.

What cash consideration did Veris Residential (VRE) shareholders receive in the merger?

Each share of Veris Residential common stock was converted into the right to receive $19.00 in cash. This amount was paid without interest and subject to applicable withholding taxes, according to the merger terms described in the footnote.

How many Veris Residential (VRE) shares did Howard Steven Stern hold after the merger?

After the merger-related disposition, Howard Steven Stern held zero shares of Veris Residential common stock. The Form 4 shows total shares following the transaction as 0.0000, reflecting the complete cancellation of his prior holdings.

What transaction code is used in this Veris Residential (VRE) Form 4 and what does it mean?

The filing uses transaction code D, indicating a disposition to the issuer. In this case, the disposition occurred when Veris Residential merged into a subsidiary and all reported shares were cancelled in exchange for cash consideration.