Veris Residential director equity cashed out at $19
MACFARLANE VICTOR B reported disposition transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
MACFARLANE VICTOR B reported disposition transactions in this Form 4 filing.
Veris Residential, Inc. director Victor B. Macfarlane reported that all of his equity in the company was cashed out in connection with the closing of a merger. On May 27, 2026, under an Agreement and Plan of Merger dated February 23, 2026, the company merged with an affiliate of AC Residential.
Each of Macfarlane’s 36,977 shares of common stock was cancelled and converted into the right to receive $19.00 in cash per share, before taxes. In addition, his 26,034.142 Phantom Stock Units were cancelled and converted into cash equal to the number of underlying shares multiplied by the same $19.00 merger consideration. Following these transactions, the Form 4 shows zero common shares and Phantom Stock Units reported in his name.
Insider Trade Summary
Disposition: 63,011.142 shares
Disposition
2 txns
Insider
MACFARLANE VICTOR B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Phantom Stock Units | 26,034.142 | $0.00 | $0.00 |
| Disposition | Common Stock, $0.01 par value | 36,977 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Stock Units — 0 contracts (Direct);
Common Stock, $0.01 par value — 0 shares (Direct)
Footnotes (2)
- 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.
- F2. Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the effective time of the Merger (the "Effective Time"), vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.
Key Figures
Common shares disposed: 36,977 shares
Phantom Stock Units disposed: 26,034.142 units
Merger consideration per share: $19.00 per share
+2 more
5 metrics
Common shares disposed
36,977 shares
Common Stock cancelled and converted to cash on May 27, 2026
Phantom Stock Units disposed
26,034.142 units
Vested Phantom Stock Units cancelled at merger effective time
Merger consideration per share
$19.00 per share
Cash amount for each common share in merger, before taxes
Common shares after transaction
0 shares
Total common shares reported following merger disposition
Phantom units after transaction
0 units
Total Phantom Stock Units reported after merger conversion
Key Terms
Agreement and Plan of Merger, Phantom Stock Units, Merger Consideration, Effective Time
4 terms
Agreement and Plan of Merger financial
"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.
Phantom Stock Units financial
"vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
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.
Effective Time financial
"on May 27, 2026 at the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Victor B. Macfarlane report at Veris Residential (VRE)?
Victor B. Macfarlane reported disposing of all his Veris Residential equity in connection with a merger. His common shares and Phantom Stock Units were cancelled and converted into cash rights under the Agreement and Plan of Merger effective May 27, 2026.
What happened to Victor B. Macfarlane's Phantom Stock Units at Veris Residential (VRE)?
His 26,034.142 Phantom Stock Units were automatically cancelled at the merger’s effective time. They were converted into a cash right equal to the number of underlying shares multiplied by the $19.00 merger consideration per share, without interest.
Does Victor B. Macfarlane hold any Veris Residential stock after this Form 4 transaction?
After the merger-related dispositions, the Form 4 shows zero Veris Residential common shares and zero Phantom Stock Units reported for Victor B. Macfarlane. His previously held equity awards and shares were fully cancelled and converted into cash rights.
What agreement governed the merger affecting Veris Residential (VRE) director Victor B. Macfarlane?
The transactions were governed by an Agreement and Plan of Merger dated February 23, 2026. Veris Residential merged with a subsidiary of AC Residential, triggering cash conversion of outstanding shares and vested Phantom Stock Units at the specified $19.00 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
