Sec Form 4 Filing - Nia Mahbod @ Veris Residential, Inc. - 2024-04-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nia Mahbod 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 X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O VERIS RESIDENTIAL, INC., HARBORSIDE 3, 210 HUDSON ST., STE. 400 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2024 (Street) JERSEY CITY, NJ07311 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, $0.01 par value 04/22/2024 M 51,139 A 348,603 D Common Stock, $0.01 par value 04/22/2024 M 122,926 A 471,529 D Common Stock, $0.01 par value 04/22/2024 F( 3 ) 104,691 D $ 14.665 366,838 D Common Stock, $0.01 par value 04/22/2024 G( 4 ) V 110,351 D $ 0 256,487 D Common Stock, $0.01 par value 04/22/2024 G( 4 ) V 110,351 A $ 0 368,454 I By family limited liability company

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Performance Vesting Restricted Stock Units $ 0 ( 1 ) 04/22/2024 M 227,791 ( 5 ) ( 5 ) Common Stock, $0.01 par value 227,791 ( 1 ) 0 D Outperformance Vesting Restricted Stock Units $ 0 ( 2 ) 04/22/2024 M 122,926 ( 6 ) ( 6 ) Common Stock, $0.01 par value 122,926 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nia Mahbod C/O VERIS RESIDENTIAL, INC. HARBORSIDE 3, 210 HUDSON ST., STE. 400 JERSEY CITY, NJ07311 X CHIEF EXECUTIVE OFFICER Signatures /s/ Mahbod Nia 04/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 22, 2024, the reporting person vested in 51,139 performance vesting restricted stock units and (each, a "PVRSU") and forfeited 176,652 PVRSUs that did not vest at the end of the applicable three year performance period. Each PVRSU represented a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock") of Veris Residential, Inc. (the "Company'). ( 2 )On April 22, 2024, the reporting person vested in 122,926 outperformance vesting restricted stock units and (each, an "OPVRSU") that vested based upon performance criteria achieved as of December 31, 2023. Each OPVRSU represented a contingent right to receive one share of the Company's Common Stock. ( 3 )Forfeiture of shares for net share settlement of taxes on shares issued upon vesting of time vesting restricted stock units, PVRSUs and OPVRSUs. ( 4 )Represents transfer of shares to a family limited liability company in a transaction exempt from Section 16 pursuant to Rule 16a-13. The transfer is being reported on a voluntary basis to reconcile the reporting person's beneficial ownership as previously reported under Section 16. ( 5 )Seventy-five percent (75%) of the PVRSUs were eligible to vest over a three year period ended April 20, 2024 based on the attainment of absolute total stockholder return ("TSR") metrics by the Company. The remaining twenty-five percent (25%) of the PVRSUs were eligible to vest over a three year period ended April 21, 2024 based on the Company's TSR relative to the TSR of a select group of twenty-four (24) peer REITs over the same three year performance period. ( 6 )Each OPVRSU was eligible to vest on April 22, 2024 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2023.

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).

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