Sec Form 4 Filing - Nia Mahbod @ Veris Residential, Inc. - 2026-05-27

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) 05/27/2026 (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 05/27/2026 D 586,416 ( 1 ) ( 2 ) D 0 D Common Stock, $0.01 par value 05/27/2026 D 380,869 ( 1 ) D 0 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 Common Stock Options ( 3 ) 05/27/2026 D 950,000 ( 3 ) ( 3 ) Common Stock 950,000 ( 3 ) 0 D Performance Vesting Restricted Stock Units ( 4 ) 05/27/2026 D 664,828 ( 4 ) ( 4 ) Common Stock, $0.01 par value 664,828 ( 4 ) 0 D Outperformance Vesting Restricted Stock Units ( 5 ) 05/27/2026 D 148,248 ( 5 ) ( 5 ) Common Stock, $0.01 par value 148,248 ( 5 ) 0 D Phantom Stock Units ( 6 ) 05/27/2026 D 3,820.554 ( 6 ) ( 6 ) Common Stock, $0.01 par value 3,820.554 ( 6 ) 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 05/27/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 27, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among the Veris Residential, Inc. (the "Issuer"), Veris Residential, L.P., AC Residential Acquisition LP ("Parent"), AC Residential REIT LLC ("Merger Sub I"), and AC Residential OP LP, the Issuer merged with and into Merger Sub I (the "Merger") and each share of the Issuer's common stock, par value $0.01 per share (the "Shares"), held by the reporting person was cancelled and converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration"), without interest thereon and less applicable withholding taxes. ( 2 )Includes 286,459 shares of unvested time-vesting restricted stock units (the "TRSUs") granted pursuant to the Company's equity compensation plans that were issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"). Pursuant to the Merger Agreement, each unvested TRSU outstanding immediately prior to the effective time of the Merger automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares underlying such TRSUs immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes. ( 3 )Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 950,000 vested common stock options (each, an "Option") automatically were canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share underlying such Option and (ii) the number of Shares underlying such Option immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes. ( 4 )Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 664,828 unvested performance-vesting restricted stock units ("PRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such vested PRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested PRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 36,690 PRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding PRSUs and such unvested PRSUs were cancelled and forfeited for no consideration. ( 5 )Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 148,248 unvested outperformance-vesting restricted stock units ("OPRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such vested OPRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested OPRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 281,539 OPRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding OPRSUs and such unvested OPRSUs were cancelled and forfeited for no consideration. ( 6 )Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 3,820.554 vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.

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