Veris director shares cashed out at $19 in merger

Veris Residential director reports share cash-out from merger Director Stephanie L. Williams reported a disposition to the issuer of 24,218 shares of Veris Residential, Inc. common stock.

Rhea-AI Filing Summary

Veris Residential director reports share cash-out from merger

Director Stephanie L. Williams reported a disposition to the issuer of 24,218 shares of Veris Residential, Inc. common stock. The shares were cancelled in a merger and converted into the right to receive $19.00 per share in cash, less applicable withholding taxes. Following this transaction, Williams reports owning no shares of Veris Residential common stock.

Insider Trade Summary

Disposition: 24,218 shares

Disposition 1 txn

Insider Williams Stephanie L.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, $0.01 par value	24,218	$0.00	$0.00

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

Footnotes (1)

1. 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.

Key Figures

Shares disposed: 24,218 shares Merger consideration per share: $19.00 per share Price per share in Form 4 table: $0.00 per share +1 more

4 metrics

Shares disposed 24,218 shares Disposition to issuer in merger

Merger consideration per share $19.00 per share Cash received for each cancelled share

Price per share in Form 4 table $0.00 per share Issuer disposition, not open-market sale

Shares owned after transaction 0 shares Post-transaction Veris Residential holdings

Key Terms

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

4 terms

Agreement and Plan of Merger regulatory

"On May 27, 2026, 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

"common stock, par value $0.01 per share (the "Shares")"

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""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Veris Residential (VRE) director Stephanie L. Williams report on this Form 4?

Stephanie L. Williams reported a disposition of 24,218 Veris Residential common shares. The shares were cancelled in a merger and converted into a right to receive $19.00 per share in cash, leaving her with no reported Veris Residential holdings.

Why were Stephanie L. Williams’ Veris Residential (VRE) shares cancelled?

Her shares were cancelled as part of a merger involving Veris Residential, Inc. Under the merger terms, each common share she held was converted into the right to receive $19.00 in cash, less applicable withholding taxes, instead of remaining outstanding.

What price did Veris Residential (VRE) shares receive in the merger for this Form 4?

Each Veris Residential common share held by Stephanie L. Williams was converted into the right to receive $19.00 in cash. This merger consideration is paid without interest and subject to applicable withholding taxes under the merger agreement terms.

How many Veris Residential (VRE) shares did Stephanie L. Williams dispose of?

She reported a disposition of 24,218 shares of Veris Residential common stock. These shares were not sold on the market; they were cancelled and converted into cash consideration of $19.00 per share in connection with the company’s merger transaction.

Does Stephanie L. Williams still own Veris Residential (VRE) stock after this transaction?

After the reported disposition, she shows zero Veris Residential shares owned. All 24,218 of her common shares were cancelled and converted into the right to receive cash merger consideration, so no Veris Residential common stock remains reported in her Form 4.

Was this Veris Residential (VRE) Form 4 an open-market sale by the director?

No, it was not an open-market sale. The Form 4 reflects a disposition to the issuer due to a merger, where each share was cancelled and converted into the right to receive $19.00 in cash, rather than being sold through the stock market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:30 PM Learn about SEC filing dates

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^*

Williams Stephanie L.

(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		24,218(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/ Stephanie L. Williams	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)