Veris Residential (VRE) director awarded 1,441.518 phantom stock units in plan

Rhea-AI Filing Summary

Veris Residential, Inc.12/31/2025, the director acquired 1,441.518 phantom stock units of Veris Residential under the company’s Deferred Compensation Plan for Directors. These units represent a quarterly director fee plus a quarterly dividend credited on cumulative phantom units and convert into common stock on a one-for-one basis. After this transaction, the director beneficially owned 2,510.833 phantom stock units, which are scheduled to be settled entirely in Veris Residential common stock upon the director’s board service ending or upon a change in control of the company.

01/05/2026 - 06:05 PM

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).

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^*

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)
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		1,441.518(2)		(3)	(3)	Common Stock, $0.01 par value	1,441.518	$14.88	2,510.833	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	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?

Veris Residential reported that a director acquired 1,441.518 phantom stock units on 12/31/2025 under the company’s Deferred Compensation Plan for Directors.

How many Veris Residential (VRE) phantom stock units does the director now beneficially own?

Following the reported transaction, the director beneficially owned 2,510.833 phantom stock units tied to Veris Residential common stock.

What are Veris Residential (VRE) phantom stock units and how do they convert?

The filing states that the phantom stock units convert to common stock on a one-for-one basis, meaning each unit becomes one share of Veris Residential common stock.

What generated the 1,441.518 phantom stock units for the Veris Residential (VRE) director?

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

When will the Veris Residential (VRE) director receive common stock for these phantom units?

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

Is this Veris Residential (VRE) insider transaction part of a deferred compensation plan?

Yes. The transaction relates to phantom stock units accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors, which pays director fees and dividends in phantom units.