Veris Residential (NYSE: VRE) CEO nets shares after equity awards vest

Rhea-AI Filing Summary

Veris Residential, Inc. director and chief executive officer Nia Mahbod reported equity award vesting and related tax-withholding transactions. On March 16, 2026, she vested in 153,041 performance vesting restricted stock units (PVRSUs), while 28,844 PVRSUs were forfeited at the end of the three-year performance period. The vested PVRSUs converted into common shares, and a total of 97,094 common shares were forfeited to settle tax obligations on both performance and time-vesting restricted stock awards, rather than sold in the open market. After these transactions, she directly holds 586,416 shares of common stock and has an additional 380,869 shares held indirectly through a family limited liability company.

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 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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		153,041	A	(1)	683,510	D
Common Stock, $0.01 par value	03/16/2026		F(2)		74,495	D	$18.889	609,015	D
Common Stock, $0.01 par value	03/17/2026		F(3)		22,599	D	$18.875	586,416	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(1)	03/16/2026		M			181,885	(4)	(4)	Common Stock, $0.01 par value	181,885	(1)	0	D

Explanation of Responses:

1. On March 16, 2026, the reporting person vested in 153,041 performance vesting restricted stock units (each, a "PVRSU") and forfeited 28,844 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/ Mahbod Nia	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 insider transactions did Veris Residential (VRE) CEO Nia Mahbod report?

Nia Mahbod reported vesting of performance-based restricted stock units and related tax-withholding share dispositions. The transactions reflect equity compensation mechanics, not open-market buying or selling, and resulted in increased direct ownership of Veris Residential common stock.

How many Veris Residential (VRE) performance units vested for the CEO?

A total of 153,041 performance vesting restricted stock units vested for CEO Nia Mahbod. An additional 28,844 PVRSUs did not meet performance conditions and were forfeited at the end of the three-year performance period tied to total shareholder return metrics.

Were any of the Veris Residential (VRE) CEO’s transactions open-market sales?

No, the reported dispositions were tax-withholding events, not open-market sales. Shares were forfeited back to the company to satisfy tax obligations arising from the vesting of performance and time-vesting restricted stock awards.

How many Veris Residential (VRE) shares does the CEO hold after these transactions?

After the reported transactions, CEO Nia Mahbod directly holds 586,416 shares of Veris Residential common stock. She also has 380,869 additional shares held indirectly through a family limited liability company, reflecting combined direct and indirect ownership.

What performance metrics drove the Veris Residential (VRE) PVRSU vesting?

The performance vesting restricted stock units were tied to three-year total shareholder return metrics. Half depended on absolute total shareholder return, and the other half on Veris Residential’s total shareholder return relative to a group of 23 peer REITs over the same period.

How many Veris Residential (VRE) shares were used to cover the CEO’s taxes?

A total of 97,094 Veris Residential common shares were forfeited to settle tax liabilities. These tax-withholding dispositions related to shares issued upon vesting of performance vesting restricted stock units and time-vesting restricted stock units.