Joint Filing: Madison Group Discloses 5,189,120 Shares (5.55%) of VRE
Rhea-AI Filing Summary
Veris Residential, Inc. (VRE) received an Amendment No. 2 to Schedule 13G filed jointly by a group of Madison International entities and Ronald M. Dickerman reporting combined shared voting and dispositive power over 5,189,120 shares, representing 5.55% of Veris Residential's common stock based on approximately 93,421,769 shares outstanding as of July 21, 2025.
The filing breaks ownership into two underlying fund blocks: 2,217,060 shares (Fund VI) and 2,972,060 shares (Fund VII). The Reporting Persons state they changed status from a Schedule 13D to Schedule 13G, indicating the securities are now held without the purpose or effect of changing or influencing control of the issuer. The filing discloses shared voting and dispositive power only; no sole power is reported.
Positive
- Clear disclosure of beneficial ownership: the filing specifies exact share counts and the 5.55% stake using the issuer's reported outstanding shares.
- Change to Schedule 13G: Reporting Persons state they hold the shares without intent to influence control, clarifying their passive status.
- Detailed chain of ownership: the filing traces how shares are held across funds and affiliated entities, improving transparency for investors.
Negative
- None.
Insights
TL;DR: Reporting group holds a passive 5.55% stake and converted reporting status from active (13D) to passive (13G).
The filing documents a combined 5,189,120-share position equal to 5.55% of Veris Residential based on the company share count cited. The change from Schedule 13D to 13G is procedural and signals the Reporting Persons no longer claim intent to influence control; ownership remains held with shared voting and dispositive authority. For market participants, the key takeaway is maintained economic exposure without asserted activist intent.
TL;DR: The amendment clarifies group structure and confirms passive ownership status while showing continued shared control rights over ~5.5%.
The disclosure carefully traces beneficial ownership through multiple affiliated entities and confirms that shared voting and disposition powers attach to all reported shares. The joint filing agreement is referenced as Exhibit 99.1, which supports coordinated reporting but the statement denies group action to influence control. This reduces regulatory ambiguity but preserves visibility of an above-5% holder.