VRE Form 4: Director Receives 1,069.315 Phantom Stock Units

Rhea-AI Filing Summary

Christopher J. Papa, a director of Veris Residential, Inc. (VRE), received 1,069.315 phantom stock units in a transaction dated 09/30/2025. The phantom units convert on a one-for-one basis into common stock and were awarded as the combination of a quarterly director's fee and a quarterly dividend credited under the company's Deferred Compensation Plan for Directors. Following the award, the reporting person beneficially owns 1,069.315 shares equivalent. The phantom units are to be settled 100% in Veris Residential common stock upon the reporting person's termination of board service or upon a change in control.

Positive

• 1,069.315 phantom stock units convert one-for-one to common stock, ensuring equity settlement
• Award comprised of a quarterly director's fee plus a credited dividend under the Deferred Compensation Plan

Negative

• None.

Insights

Corporate Governance Expert

Director received equity-settled deferred compensation that vests on termination or change in control.

The filing shows 1,069.315 phantom stock units awarded under the company's Deferred Compensation Plan for Directors, converting one-for-one to common stock. This indicates the award is equity-linked rather than immediate cash, aligning payout with shareholder value at settlement.

Because settlement is triggered by termination of board service or a change in control and is 100% in common stock, the award preserves cash for the company while delivering stock-based compensation to the director.

Compensation Analyst

Award combines a quarterly director fee and credited dividend into phantom units.

The disclosed 1,069.315 units represent an accrued quarterly director fee plus a quarterly dividend credit on cumulative phantom units, per the explanation. The units were recorded at an effective per-share reference of $15.2 in the table, showing the accounting price used for the report.

This structure defers immediate cash payment and results in an equity liability that will convert to common stock on settlement events defined by the plan.

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PAPA CHRISTOPHER J

(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)
09/30/2025

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)	09/30/2025		A		1,069.315(2)		(3)	(3)	Common Stock, $0.01 par value	1,069.315	$15.2	1,069.315	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/ Christopher J. Papa	10/02/2025
	** 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 did Christopher J. Papa report on Form 4 for VRE?

He reported acquisition of 1,069.315 phantom stock units that convert one-for-one into Veris Residential common stock.

When was the transaction for the phantom stock units for VRE reported?

The transaction date disclosed in the Form 4 is 09/30/2025.

How and when will the phantom stock units be settled for VRE?

The units are to be settled 100% in Veris Residential common stock upon the reporting person's termination of board service or upon a change in control.

What composes the awarded phantom stock units for VRE's director?

The award is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units under the company's Deferred Compensation Plan for Directors.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction the reporting person beneficially owns 1,069.315 shares (via conversion of phantom units).