Veris Residential (VRE) director’s shares and phantom units cashed out at $19

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

2 transactions reported

Mixed 2 txns

Insider MACFARLANE VICTOR B

Role null

Type	Security	Shares	Price	Value
Disposition	Phantom Stock Units	26,034.142	$0.00	--
Disposition	Common Stock, $0.01 par value	36,977	$0.00	--

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

Footnotes (1)

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. 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")"

Form 4 Insider Transactions: What Each Field Means →

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

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^*

MACFARLANE VICTOR B

(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		36,977(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
Phantom Stock Units	(2)	05/27/2026		D			26,034.142	(2)	(2)	Common Stock, $0.01 par value	26,034.142	(2)	0	D

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.

2. 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.

	/s/ Victor B. MacFarlane	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)

FAQ

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 was the cash consideration per share in Veris Residential's merger affecting Victor B. Macfarlane?

Each Veris Residential common share was converted into the right to receive $19.00 in cash. This merger consideration applied to shares held by Victor B. Macfarlane and was paid without interest and subject to applicable withholding taxes at closing.

How many Veris Residential common shares did Victor B. Macfarlane dispose of?

Victor B. Macfarlane’s 36,977 Veris Residential common shares were cancelled in the merger. Each share was converted into a right to receive $19.00 in cash under the merger agreement, eliminating his reported direct common share holdings.

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.