| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Veris Residential, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
HARBORSIDE 3, 210 HUDSON ST., STE. 400, JERSEY CITY,
NEW JERSEY
, 07311. |
Item 1 Comment:
This statement on Schedule 13D (the "Schedule 13D") relates to the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Veris Residential, Inc., a Maryland corporation (the "Issuer"). |
| Item 2. | Identity and Background |
|
| (a) | This statement is being filed by (i) Erez REIT Opportunities LP, a Delaware limited partnership ("Erez Opportunities"), with respect to the shares of Common Stock directly held by it, (ii) Erez Asset Management LLC, a Delaware limited liability company ("Erez Asset Management"), with respect to the shares held by Erez Opportunities and certain funds and accounts managed by Erez Asset Management, (iii) Bruce Schanzer ("Mr. Schanzer," and, together with Erez Opportunities and Erez Asset Management, the "Erez Reporting Persons"), a citizen of the United States who serves as Chairman, Chief Investment Officer and sole member of Erez Asset Management, with respect to the shares held by Erez Opportunities, and (iv) Moishe Gubin, a citizen of the United States ("Mr. Gubin," together with the Erez Reporting Persons, the "Reporting Persons"), with respect to the shares of Common Stock held by Gubin Enterprises LP, an Indiana limited partnership (the "Gubin Fund"). EROF GP LLC, a Delaware limited liability company, serves as the general partner of Erez Opportunities ("EROF GP"). |
| (b) | The business address of each of the Erez Reporting Persons and EROF GP is 270 North Avenue, Suite 404, New Rochelle, NY 10804. The business address of Mr. Gubin is 2477 East Commercial Boulevard, Ft. Lauderdale, FL 33308. |
| (c) | The principal business of Erez Opportunities is as a private fund engaged in investment in securities for its own account. The principal business of Erez Asset Management is to serve as an investment manager. The principal business of EROF GP is to serve as the general partner of Erez Opportunities. The principal business of Mr. Schanzer is to serve as the Chairman and Chief Investment Officer of Erez Asset Management. The principal business of Mr. Gubin is to serve as an investor in and an executive of various real estate investment companies. |
| (d) | Neither any of the Reporting Persons nor EROF GP, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither any of the Reporting Persons nor EROF GP, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Erez Opportunities is a Delaware limited partnership. Erez Asset Management is a Delaware limited liability company. EROF GP is a Delaware limited liability company. Mr. Schanzer is a citizen of the United States of America. Mr. Gubin is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Erez Reporting Persons used approximately $70.5 million (including commissions) of the working capital of Erez Opportunities to purchase the shares of Common Stock reported in this Schedule 13D as beneficially owned by the Erez Reporting Persons.
Mr. Gubin used approximately $2.1 million (excluding commissions) of personal funds to purchase the shares of Common Stock reported in this Schedule 13D as beneficially owned by Mr. Gubin.
Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons believe that the securities of the Issuer are undervalued and represent an attractive investment opportunity.
The Reporting Persons have had, and intend to continue to have, discussions with the Board of Directors of the Issuer (the "Board") and management regarding corporate governance, including the composition of the Board, operations, capital allocation, and the strategy and plans of the Issuer, including the pace of asset dispositions and strategic transactions more generally. On December 1, 2025, the Erez Reporting Persons sent a letter to the Chair of the Board and the Chief Executive Officer of the Issuer, stating their belief that the Board should commence a publicly announced and broadly marketed formal review of strategic alternatives. A copy of the letter is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
The Reporting Persons intend to have additional discussions with certain members of the Board and the Issuer's management about the foregoing matters, and may discuss other matters including, without limitation, the Issuer's management, capital structure and/or corporate structure, dividend and/or buyback policies and compensation practices and may communicate with other stockholders and/or third parties regarding the Issuer and any or all of the foregoing. The Reporting Persons may explore, develop and/or make plans and/or proposals (whether preliminary or final) with respect to the foregoing, including prior to forming an intention to engage in such plans and/or make such proposals.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions or matters referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Persons is based upon 93,426,375 shares of Common Stock outstanding as of October 22, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on October 22, 2025.
As of the close of business on the date hereof, the Erez Reporting Persons may be deemed to beneficially own 4,545,539 shares of Common Stock, representing approximately 4.87% of the shares of Common Stock outstanding. As of the close of business on the date hereof, Mr. Gubin may be deemed to beneficially own 145,000 shares of Common Stock, representing approximately 0.16% of the shares of Common Stock outstanding.
The Erez Reporting Persons and Mr. Gubin may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Act and the "group" may be deemed to beneficially own an aggregate of 4,690,539 shares of Common Stock, representing approximately 5.02% of the outstanding Common Stock. Each of the Erez Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Gubin, who expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the Erez Reporting Persons. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth on Annex A attached hereto and incorporated by reference herein. |
| (d) | Except for the Erez Reporting Persons, no other person is known by the Erez Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. Except for Mr. Gubin and the Gubin Fund, no other person is known by Mr. Gubin to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1. - Letter, dated December 1, 2025.
Exhibit 99.2. - Joint Filing Agreement, dated February 5, 2026. |
