Form 4: Veris Residential CEO Nia Reports Phantom Stock Unit Grant

Veris Residential, Inc. CEO Mahbod Nia reported the acquisition of 20.345 phantom stock units through a dividend reinvestment under a deferred compensation plan.

Summary

• Mahbod Nia, Chief Executive Officer and Director of Veris Residential, Inc. (VRE), acquired 20.345 phantom stock units.
• The transaction date for the acquisition was December 31, 2025, and the report was signed on January 5, 2026.
• These units were credited as a quarterly dividend on cumulative phantom stock units previously granted to Nia Mahbod for his service as a director.
• The phantom stock units were awarded under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• Each phantom stock unit converts to one share of common stock.
• The derivative security (phantom stock unit) was valued at $14.88, likely reflecting the underlying common stock price at the time of the dividend credit.
• Following this transaction, Mahbod Nia directly beneficially owns a total of 3,804.425 phantom stock units.
• Settlement of these units into Veris Residential, Inc. common stock will occur upon the termination of Nia Mahbod's service on the Board of Directors or upon a change in control of the company.

Sentiment

Score: 6

Explanation: This is a neutral to slightly positive routine filing. It reflects standard executive compensation practices and ongoing alignment of management's interests with shareholders through equity ownership. It does not contain any significant new operational or financial information.

Positives

• The acquisition of phantom stock units through dividend reinvestment demonstrates a standard compensation practice, aligning executive interests with shareholder value.
• Ongoing participation in the deferred compensation plan indicates continued commitment and long-term alignment of the CEO with the company's performance.

Future Outlook

The phantom stock units will be settled in Veris Residential, Inc. common stock upon the termination of Mahbod Nia's service on the Board of Directors or upon a change in control of the company.

Industry Context

This is a routine insider transaction filing (Form 4) related to executive compensation. Such filings are common across publicly traded companies as part of their executive and director compensation plans, often involving equity-based awards or deferred compensation. It reflects standard corporate governance practices for aligning management incentives with shareholder interests.

Comparison to Industry Standards

• The use of phantom stock units as part of a deferred compensation plan for directors and executives is a common practice in the real estate investment trust (REIT) sector and broader public company landscape.
• Many companies, including peers in the REIT industry, utilize similar equity-based compensation structures to retain talent and align long-term interests. Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's transaction.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by the CEO under a company-sponsored deferred compensation plan is a related party transaction, involving compensation between the company and its executive.

Stakeholder Impact

• Shareholders: This transaction aligns the CEO's long-term interests with shareholders through equity ownership, potentially fostering better decision-making for long-term value creation. It is a routine compensation event and unlikely to have a significant immediate impact.
• Employees: No direct impact on general employees is indicated.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Next Steps

• The phantom stock units will be settled in Veris Residential, Inc. common stock upon the termination of Mahbod Nia's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary acquisition of phantom stock units by the CEO as part of a deferred compensation plan. It does not contain new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It simply confirms ongoing executive compensation practices and alignment of interests. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific filing.

Keywords

Veris Residential, VRE, Mahbod Nia, Phantom Stock Units, Deferred Compensation, Insider Transaction, SEC Form 4, Executive Compensation, Director Compensation, Dividend Reinvestment