SCHEDULE: Bow Street Backs Veris Residential Merger

A key Veris Residential Inc. stockholder, Bow Street, has entered into a support agreement to vote its 5.6% stake in favor of the proposed merger with AC Residential Acquisition LP.

Summary

• AC Residential Acquisition LP (Parent) and a significant stockholder of Veris Residential, Inc. (the Company Stockholder, identified as Bow Street) have entered into a Support Agreement dated February 23, 2026.
• This agreement is in connection with a larger Merger Agreement providing for the merger of Veris Residential, Inc. into Merger Sub I, and Veris Residential, L.P. into Merger Sub II.
• Upon the merger, each outstanding share of Veris Residential, Inc. common stock will be converted into the Merger Consideration, and Restricted Stock will fully vest and convert into the Merger Consideration plus accumulated unpaid dividends.
• The Company Stockholder (Bow Street Special Opportunities Fund XV, LP) owns 5,195,930 shares of Veris Residential, Inc. common stock, representing 5.6% of the 93,458,338 shares outstanding as of February 22, 2026.
• The Company Stockholder commits to vote its Subject Shares in favor of the Mergers and related transactions, and against any Acquisition Proposal or actions inconsistent with the Mergers.
• The agreement restricts the Company Stockholder from transferring its Subject Securities during the Support Period, with limited exceptions.
• Post-closing, the Company Stockholder is subject to a two-year non-solicitation covenant for certain employees (Vice President or higher) and a non-disparagement covenant regarding the Company and its affiliates.
• Akiva Katz, a managing member of Bow Street and a non-management director of Veris Residential, Inc., holds an additional 26,893.346 phantom stock units (PSUs) and 8,541 time-based restricted shares, which are expected to vest upon a change in control.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the merger's certainty, as a significant shareholder has formally committed its vote. The restrictive covenants are standard for such agreements, reflecting the commitment required to secure the deal.

Positives

• Secures a significant stockholder's vote (5.6% of outstanding shares) in favor of the proposed merger, increasing the likelihood of its approval.
• Provides certainty for the Buyer Parties regarding the support of a key institutional investor, de-risking the merger process.
• Restricted stock and PSUs held by Akiva Katz will fully vest upon the merger, providing a clear exit for these equity awards.

Negatives

• The Company Stockholder is restricted from transferring its Subject Securities during the Support Period, limiting its liquidity and flexibility.
• The Company Stockholder is obligated to vote its shares in favor of the merger and against any competing acquisition proposals, limiting its independent discretion.
• Post-closing, the Company Stockholder is subject to a two-year non-solicitation covenant for certain employees and a non-disparagement covenant regarding the Company and its affiliates, which are restrictive.

Risks

• The Support Agreement will terminate if the Merger Agreement is validly terminated, if the Company's board changes its recommendation (under specific conditions), or if the Merger Agreement is amended to decrease or change the form of Merger Consideration.
• Legal challenges or governmental orders could restrain or enjoin the Company Stockholder from fulfilling its voting obligations.
• The enforceability of restrictive covenants (non-solicitation, non-disparagement) could be challenged in court if they are deemed to exceed the duration or scope permitted by applicable law.

Future Outlook

The filing outlines the terms under which a significant stockholder will support the proposed merger, indicating a clear path towards the consummation of the acquisition of Veris Residential, Inc. by AC Residential Acquisition LP. The vesting of restricted stock and PSUs upon change of control also points to the expected completion of the merger.

Industry Context

StockSavvy.ai notes that such support agreements are standard practice in M&A transactions, especially when a significant institutional investor's vote is crucial for shareholder approval. This agreement signals strong alignment between the acquiring entity and a key existing shareholder, which can de-risk the merger process and potentially accelerate its completion. For the REIT sector, consolidation through mergers and acquisitions is a common strategy to achieve scale, optimize portfolios, and enhance shareholder value.

Comparison to Industry Standards

• This support agreement is consistent with typical M&A practices where large shareholders commit their votes, similar to agreements seen in the acquisition of Monmouth Real Estate Investment Corporation by Equity Commonwealth.
• The terms, including voting covenants and post-closing restrictive covenants (non-solicitation, non-disparagement), align with standard market practices for securing a deal and protecting the acquiring entity's interests.

Corporate Governance

Legal Proceedings

• The agreement states that there are no pending or, to the knowledge of the parties, threatened legal proceedings that would reasonably be expected to prevent, materially impair, or delay any party's ability to perform its obligations under the agreement.
• The parties consent to the personal jurisdiction of the Circuit Court for Baltimore City, Maryland (or other specified Maryland courts) for any disputes arising from the agreement and waive any right to a trial by jury.

Related Party Transactions

• The Support Agreement is between AC Residential Acquisition LP and Bow Street Special Opportunities Fund XV, LP, a significant stockholder of Veris Residential, Inc. Akiva Katz, a managing member of Bow Street, also serves as a non-management director of Veris Residential, Inc., making this a related party transaction.

Stakeholder Impact

• Shareholders: The agreement increases the likelihood of the merger's completion, providing a clear path to receiving the Merger Consideration.
• Employees: Certain employees (Vice President or higher) are protected by a two-year non-solicitation covenant post-closing, aiming to retain key talent.
• Company Management: The agreement clarifies that the Company Stockholder's obligations are solely in its capacity as a stockholder and do not limit any person's duties as a director or officer of the Company.

Next Steps

• Consummation of the Mergers as outlined in the Merger Agreement.
• Company Stockholder to vote Subject Shares in favor of the Mergers at any stockholder meeting.
• Vesting of Akiva Katz's PSUs and Restricted Shares upon change in control or service termination.

Key Dates

Recommendation

The filing indicates a significant step towards the completion of a merger, with a major shareholder committing to vote in favor. This reduces uncertainty around the deal's approval. For investors, the primary outcome is the receipt of the Merger Consideration upon closing. Therefore, holding the stock to realize the merger consideration, assuming the deal closes as expected, is a reasonable strategy. There is no indication for a 'buy' as the merger terms are set, and no 'sell' unless an investor believes the merger will fail or a better offer is imminent, which is not suggested by this filing.

Keywords

Veris Residential, AC Residential Acquisition LP, Merger Agreement, Support Agreement, Stockholder Vote, Real Estate, REIT, Corporate Acquisition, Bow Street, Schedule 13D, Corporate Governance