SCHEDULE: Activist Investors Push Veris Residential for Strategic Review

Erez Asset Management and Moishe Gubin, holding over 5% of Veris Residential, Inc., are urging the company's Board to initiate a formal review of strategic alternatives to unlock shareholder value.

Summary

• Erez Asset Management and Moishe Gubin (the "Reporting Persons") have collectively acquired 4,690,539 shares of Veris Residential, Inc. common stock, representing approximately 5.02% of the outstanding shares.
• The Reporting Persons believe Veris Residential's securities are undervalued and represent an attractive investment opportunity.
• They intend to engage with the Board and management regarding corporate governance, including board composition, operations, capital allocation, and strategic plans, particularly the pace of asset dispositions and strategic transactions.
• On December 1, 2025, the Erez Reporting Persons sent a letter to the Board urging a publicly announced and broadly marketed formal review of strategic alternatives.
• Erez Asset Management estimates shareholders could realize approximately $22-$25 per share in a sale, after transaction expenses, which represents a 40-70% premium to the current share price.
• The Erez Reporting Persons used approximately $70.5 million of working capital, and Mr. Gubin used approximately $2.1 million of personal funds for their respective share purchases.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, as it highlights a significant potential for value creation through strategic action, despite the underlying issue of persistent undervaluation.

Positives

• Reporting Persons believe Veris Residential's securities are undervalued and represent an attractive investment opportunity.
• An estimated potential sale price of $22-$25 per share, representing a 40-70% premium to the current share price, is projected by Erez Asset Management.
• The company owns an attractive portfolio of multifamily assets in supply-constrained, high-growth markets.

Negatives

• Veris Residential trades at a persistent discount to net asset value of over 30%.
• This discount has been consistent for all but 15 trading days over the last 10 years.
• Management's past efforts (asset sales, debt reduction, capital investments, operational initiatives) have not closed the significant gap between intrinsic value and market valuation.

Risks

• The Board may not agree to commence a formal review of strategic alternatives, potentially hindering value realization.
• The estimated sale price of $22-$25 per share is an estimate and may not be achieved.
• The Reporting Persons may increase or decrease their position, or enter into hedging transactions, which could impact share price.

Future Outlook

The Reporting Persons intend to continue discussions with Veris Residential's Board and management regarding corporate governance, operations, capital allocation, and strategic plans, including asset dispositions and strategic transactions. They may also explore plans and proposals related to management, capital structure, dividend/buyback policies, and compensation practices. They will continuously review their investment and may adjust their position based on various factors, including market conditions and other investment opportunities.

Management Comments

• "The Reporting Persons believe that the securities of the Issuer are undervalued and represent an attractive investment opportunity."
• "We believe the most credible and timely path to realizing full value is for the Board to commence a formal review of strategic alternatives that is publicly announced and broadly marketed."
• "Based on our detailed asset-by-asset underwriting and valuation we estimate that shareholders could realize approximately $22-$25 per share in a sale, after transaction expenses, representing roughly a 40-70% premium to Veris current share price."
• "We believe the Board has a fiduciary obligation to act decisively and expeditiously."

Industry Context

StockSavvy.ai notes that the call for a strategic alternatives review by Veris Residential aligns with a broader trend in the REIT sector, particularly among apartment REIT peers. The filing explicitly mentions that Aimco, Centerspace, and Elme, which are comparable apartment REITs, have all announced similar strategic alternatives processes, suggesting a recognized industry approach to address valuation gaps or unlock value.

Comparison to Industry Standards

• Veris Residential's persistent trading at a discount to net asset value (over 30%) contrasts with the actions taken by comparable apartment REIT peers.
• Aimco, Centerspace, and Elme have all initiated strategic alternatives processes, setting a precedent for how similar companies are addressing valuation challenges.
• The Reporting Persons advocate for Veris to adopt a similar approach to these peers to maximize shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant value realization (40-70% premium) if a strategic alternatives review leads to a sale. Increased scrutiny on management and board performance.
• Management/Board: Increased pressure to address undervaluation and consider strategic changes. Potential for changes in board composition.
• Employees: No direct impact mentioned, but a strategic review or sale could lead to operational changes.

Next Steps

• Reporting Persons intend to have additional discussions with the Board and management regarding corporate governance, operations, capital allocation, and strategic plans.
• Reporting Persons may discuss other matters including management, capital structure, dividend/buyback policies, and compensation practices.
• Reporting Persons may communicate with other stockholders and/or third parties regarding the Issuer.
• Reporting Persons may explore, develop, and/or make plans and/or proposals regarding these matters.
• Reporting Persons may increase or decrease their position in the Issuer through various transactions.
• Reporting Persons request a meeting with the Board within two weeks to present their analysis and begin a constructive dialogue.

Key Dates

Recommendation

The filing indicates a strong belief from activist investors that Veris Residential is significantly undervalued, trading at over a 30% discount to NAV. Their proposed strategic alternatives review, with an estimated potential sale price of $22-$25 per share (a 40-70% premium), presents a compelling upside. The involvement of a respected activist group like Erez Asset Management, coupled with the precedent set by comparable REITs undertaking similar reviews, suggests a credible path to unlocking this value. This situation presents a strong 'buy' opportunity for investors seeking capital appreciation based on potential corporate action.

Keywords

Veris Residential, VRE, Erez Asset Management, Moishe Gubin, Schedule 13D, activist investor, corporate governance, strategic alternatives, REIT, real estate, undervalued, asset disposition, capital allocation, board composition