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Joint Filing: Madison Group Discloses 5,189,120 Shares (5.55%) of VRE

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

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.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



MIRELF VI REIT INVESTMENTS II, LLC
Signature:MIRELF VI REIT
Name/Title:Sole and managing member
Date:09/24/2025
Signature:MIRELF VI (U.S.), LP
Name/Title:Sole shareholder and Trustee
Date:09/24/2025
Signature:Madison International Holdings VI, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
MIRELF VI REIT
Signature:MIRELF VI (U.S.), LP
Name/Title:Sole shareholder and Trustee
Date:09/24/2025
Signature:Madison International Holdings VI, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
MIRELF VI (U.S.), LP
Signature:Madison International Holdings VI, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Holdings VI, LLC
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Realty VI, LLC
Signature:Madison International Realty Holdings, LLC
Name/Title:Managing member
Date:09/24/2025
Signature:Madison International Realty Partners, LP
Name/Title:Managing member
Date:09/24/2025
Signature:Madison International Realty Partners GP, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
MIRELF VII Securities REIT
Signature:MIRELF VII (U.S. Listed Securities), LP
Name/Title:Sole shareholder and Trustee
Date:09/24/2025
Signature:Madison International Holdings VII, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
MIRELF VII (U.S. LISTED SECURITIES), LP
Signature:Madison International Holdings VII, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
MIRELF VII US Securities LLC
Signature:MIRELF VII (U.S. Listed Securities), LP
Name/Title:Managing Member
Date:09/24/2025
Signature:Madison International Holdings VII, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Holdings VII, LLC
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Realty VII, LLC
Signature:Madison International Realty Holdings, LLC
Name/Title:Managing member
Date:09/24/2025
Signature:Madison International Realty Partners, LP
Name/Title:Managing member
Date:09/24/2025
Signature:Madison International Realty Partners GP, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Realty Partners, LP
Signature:Madison International Realty Partners GP, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Realty Partners GP, LLC
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Madison International Realty Holdings, LLC
Signature:Madison International Realty Partners, LP
Name/Title:Managing member
Date:09/24/2025
Signature:Madison International Realty Partners GP, LLC
Name/Title:General partner
Date:09/24/2025
Signature:/s/ Ronald M. Dickerman
Name/Title:Managing Member
Date:09/24/2025
Ronald M. Dickerman
Signature:/s/ Ronald M. Dickerman
Name/Title:Ronald M. Dickerman
Date:09/24/2025

Comments accompanying signature: EXPLANATORY NOTE: This Amendment No. 2 to Schedule 13G (this "Amendment") is being filed by the reporting persons with respect to Veris Residential, Inc. (the "Issuer") to report a change in reporting status from Schedule 13D to Schedule 13G. The reporting persons previously reported their beneficial ownership on Schedule 13D filed on during such time as Mr. Mack served as a board member of the Company. The reporting persons are now eligible to report on Schedule 13G pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934 because they acquired and hold the securities without the purpose or effect of changing or influencing the control of the Issuer. Accordingly, this Amendment supersedes the Schedule 13D and all amendments thereto with respect to the securities covered hereby. This change in reporting status does not reflect any material change in beneficial ownership from that reported on the Schedule 13D, as amended, except as set forth herein.
Exhibit Information

Exhibit 99.1: Joint Filing Agreement, dated as of February 13, 2020, by and among MIRELF VI REIT Investments, MIRELF VI REIT, MIRELF VI, Holdings VI, MIR VI, MIRELF VII US Securities, MIRELF VII REIT, MIRELF VII, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH and Mr. Dickerman.

FAQ

What stake does the Madison International group report in Veris Residential (VRE)?

They report shared voting and dispositive power over 5,189,120 shares, equal to 5.55% of VRE based on ~93,421,769 shares outstanding.

Why did the Reporting Persons switch from Schedule 13D to Schedule 13G?

They state they are now eligible to report on Schedule 13G because the securities are held "without the purpose or effect of changing or influencing the control of the Issuer."

How are the reported shares allocated between funds?

The filing shows 2,217,060 shares associated with Fund VI and 2,972,060 shares associated with Fund VII.

Do any Reporting Persons claim sole voting or dispositive power over the shares?

No. The filing reports 0 shares with sole voting or sole dispositive power and all reported shares as held with shared voting and dispositive power.

Is there an agreement among the Reporting Persons to file jointly?

Yes. Exhibit 99.1 is a Joint Filing Agreement dated February 13, 2020, among the listed Reporting Persons.
Veris Residential Inc

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1.38B
78.82M
9.63%
101.03%
3.86%
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