Veris Residential (VRE) director adds 1,692 phantom stock units in deferred plan

Rhea-AI Filing Summary

Veris Residential, Inc. reported that a director acquired additional deferred equity through phantom stock units. On 12/31/2025, the director was granted 1,692.731 phantom stock units at an exercise price of $0 under the Veris Residential, Inc. Deferred Compensation Plan for Directors. These units convert into Veris Residential common stock on a one-for-one basis and are to be settled entirely in common stock when the director’s Board service ends or upon a change in control of the company. Following this transaction, the director held 25,924.235 derivative securities in the form of phantom stock units, all reported as directly owned.

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
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hours per response:			0.5

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^*

MACFARLANE VICTOR B

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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
Phantom Stock Units	$0(1)	12/31/2025		A		1,692.731(2)		(3)	(3)	Common Stock, $0.01 par value	1,692.731	$14.88	25,924.235	D

Explanation of Responses:

1. The phantom stock units convert to common stock on a one-for-one basis.

2. The number of phantom stock units awarded is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.

3. The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors of Veris Residential, Inc. or upon a change in control of Veris Residential, Inc.

	/s/ Victor B. MacFarlane	01/05/2026
	** 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.

FAQ

What insider transaction did Veris Residential (VRE) report in this Form 4?

A Veris Residential, Inc. director reported acquiring 1,692.731 phantom stock units on 12/31/2025 under the company’s Deferred Compensation Plan for Directors.

Who is the reporting person in this Veris Residential (VRE) Form 4 filing?

The Form 4 is signed by Victor B. MacFarlane, who is identified as a director of Veris Residential, Inc.

What are the terms of the phantom stock units reported by Veris Residential (VRE)?

The phantom stock units convert to Veris Residential common stock on a one-for-one basis and have a stated exercise price of $0.

How were the 1,692.731 phantom stock units for the Veris Residential (VRE) director determined?

The filing states that the 1,692.731 phantom stock units consist of a quarterly director’s fee earned and a quarterly dividend credited on cumulative phantom stock units under the Deferred Compensation Plan for Directors.

When will the Veris Residential (VRE) phantom stock units be settled into common stock?

The phantom stock units are to be settled 100% in Veris Residential common stock upon the termination of the reporting person’s service on the Board of Directors or upon a change in control of Veris Residential, Inc.

How many Veris Residential (VRE) phantom stock units does the director hold after this transaction?

After the reported transaction, the director beneficially owned 25,924.235 derivative securities in the form of phantom stock units, reported as held directly.