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Veris Residential (NYSE: VRE) CEO receives phantom stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Veris Residential, Inc. director and Chief Executive Officer Nia Mahbod received a grant of phantom stock units as non-cash compensation. The award covers 16.129 phantom stock units, valued at $18.87 per unit, increasing her direct phantom holdings to 3,820.554 units.

The phantom stock units convert into Veris Residential common stock on a one-for-one basis. They were credited as a quarterly dividend on previously granted phantom units earned for prior board service under the company’s Deferred Compensation Plan for Directors. These units will be settled entirely in Veris Residential common stock upon Mahbod’s termination of Board service or upon a change in control of the company.

Positive

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Insider Nia Mahbod
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Grant/Award Phantom Stock Units 16.129 $18.87 $304.35
Holdings After Transaction: Phantom Stock Units — 3,820.554 shares (Direct)
Footnotes (1)
  1. The phantom stock units convert to common stock on a one-for-one basis. The number of phantom stock units awarded is comprised of a quarterly dividend credited on cumulative phantom stock units previously granted to the reporting person in respect of fees for service as a director under the Veris Residential, Inc. Deferred Compensation Plan for Directors prior to his being appointed an executive officer of Veris Residential, Inc. 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.
Phantom units granted 16.129 units Grant of phantom stock units on March 31, 2026
Grant value per unit $18.87 per unit Reference price for phantom stock unit award
Total phantom units after grant 3,820.554 units Direct phantom stock holdings following the transaction
Conversion ratio 1 unit : 1 share Phantom stock units convert one-for-one into common stock
Underlying security shares 16.129 shares Common stock underlying the new phantom stock units
Phantom Stock Units financial
"The phantom stock units convert to common stock on a one-for-one basis."
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.
Deferred Compensation Plan for Directors financial
"accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
change in control financial
"upon a change in control of Veris Residential, Inc."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Nia Mahbod
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units$0(1)03/31/2026A16.129(2) (3) (3)Common Stock, $0.01 par value16.129$18.873,820.554D
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 dividend credited on cumulative phantom stock units previously granted to the reporting person in respect of fees for service as a director under the Veris Residential, Inc. Deferred Compensation Plan for Directors prior to his being appointed an executive officer of Veris Residential, Inc.
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/ Mahbod Nia04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Veris Residential (VRE) CEO Nia Mahbod report in this Form 4?

Nia Mahbod reported receiving 16.129 phantom stock units as compensation, credited as a dividend on previously granted units. These units increase her total phantom stock holdings to 3,820.554 units under Veris Residential’s director compensation plan.

How do the phantom stock units reported by Veris Residential (VRE) convert to common stock?

The phantom stock units convert into Veris Residential common stock on a one-for-one basis. This means each phantom unit will become one share of common stock when settlement occurs under the terms of the deferred compensation plan.

When will the Veris Residential (VRE) phantom stock units be settled into common shares?

The phantom stock units are scheduled to be settled 100% in common stock when Nia Mahbod’s service on the Board of Directors ends or if there is a change in control of Veris Residential, whichever occurs first under the plan terms.

Why were additional phantom stock units granted to the Veris Residential (VRE) CEO?

The additional 16.129 phantom stock units represent a quarterly dividend credit on cumulative phantom units previously granted for Mahbod’s director fees. They arise from participation in the Veris Residential Deferred Compensation Plan for Directors, not from an open-market purchase.

Is the Veris Residential (VRE) Form 4 transaction a market buy or sell of shares?

No, this Form 4 reflects a grant/award acquisition of phantom stock units, not a market trade. The units are part of a deferred compensation arrangement and will convert into common stock at a future settlement event, such as board service termination.