Form 4: Veris Residential Director Boosts Equity Holdings

Veris Residential Director Christopher J. Papa acquired 1,441.518 phantom stock units, increasing his beneficial ownership to 2,510.833 units.

Summary

• Christopher J. Papa, a Director of Veris Residential, Inc. (VRE), acquired 1,441.518 phantom stock units on December 31, 2025.
• The acquisition was part of a quarterly director's fee and dividend credits under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• The phantom stock units were valued at $14.88 per unit at the time of acquisition.
• Following this transaction, Mr. Papa beneficially owns a total of 2,510.833 phantom stock units.
• These phantom stock units convert to common stock on a one-for-one basis.
• Settlement of the units into common stock will occur upon the termination of Mr. Papa's service on the Board of Directors or upon a change in control of Veris Residential, Inc.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director, as part of a compensation plan, generally indicates alignment of interests between the director and shareholders. It's a routine, positive signal of continued commitment.

Positives

• Director Christopher J. Papa increased his beneficial ownership in Veris Residential, Inc. by acquiring 1,441.518 phantom stock units, aligning his interests with shareholders.
• The acquisition is part of a deferred compensation plan, which incentivizes long-term commitment and performance from the director.

Negatives

• NA

Risks

• NA

Future Outlook

Phantom stock units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Management Comments

• NA

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It reflects a director's compensation structure and equity accumulation, a common practice across industries to align management and director interests with shareholders.

Comparison to Industry Standards

• The use of phantom stock units as part of director compensation is a common practice in the real estate investment trust (REIT) sector, similar to companies like Equity Residential (EQIX) or AvalonBay Communities (AVB), which often use equity-based awards to incentivize long-term performance and align director interests with shareholder value.
• The one-for-one conversion to common stock upon specific events (termination or change of control) is a standard feature of such deferred compensation plans, ensuring directors participate in the company's equity performance.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity ownership.

Next Steps

• Settlement of phantom stock units into common stock upon termination of Christopher J. Papa's service on the Board of Directors or a change in control of Veris Residential, Inc.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. While it indicates continued alignment of interests, it does not present new material information that would warrant a change in investment recommendation. The transaction was pre-scheduled under a Rule 10b5-1 plan, further reinforcing its non-event nature for immediate stock price impact.

Keywords

Veris Residential, VRE, Form 4, insider transaction, director compensation, phantom stock units, equity ownership, Christopher J. Papa