Form 4: Veris Residential Director Boosts Phantom Stock Holdings

Veris Residential Director Victor B. MacFarlane acquired 1,692.731 phantom stock units as part of a deferred compensation plan, increasing his total beneficial ownership.

Summary

• Victor B. MacFarlane, a Director of Veris Residential, Inc. (VRE), acquired 1,692.731 phantom stock units.
• The transaction occurred on December 31, 2025, and was reported on January 5, 2026.
• These phantom stock units convert to common stock on a one-for-one basis and were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• The acquisition is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units.
• The units are to be settled 100% in Veris Residential, Inc. common stock upon termination of the reporting person's service on the Board or upon a change in control.
• Following this transaction, Mr. MacFarlane beneficially owns a total of 25,924.235 phantom stock units.
• The derivative security (phantom stock units) was valued at $14.88 per unit for reporting purposes.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While the transaction is routine compensation, an increase in insider holdings, even non-discretionary, generally signals continued commitment and alignment with shareholder interests.

Positives

• An increase in director's beneficial ownership, even through a compensation plan, can signal continued alignment of interests between management and shareholders.

Future Outlook

The phantom stock units are scheduled to be settled in Veris Residential, Inc. common stock upon the termination of Victor B. MacFarlane's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Industry Context

The acquisition of phantom stock units as part of a deferred compensation plan is a common practice for compensating directors in publicly traded companies, aligning their interests with long-term shareholder value.

Comparison to Industry Standards

• Director compensation through equity-based awards like phantom stock units is a standard practice across various industries, including real estate investment trusts (REITs) like Veris Residential, Inc.
• This method is often preferred for its ability to defer income for directors and align their financial incentives with the company's stock performance over time, similar to practices seen in companies like Equity Residential or AvalonBay Communities.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Victor B. MacFarlane constitutes a related party transaction as it is part of his compensation from Veris Residential, Inc.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's long-term performance, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Settlement of the phantom stock units into Veris Residential, Inc. common stock upon termination of the director's service or a change in control of the company.

Key Dates

Recommendation

The filing reports a routine acquisition of phantom stock units by a director as part of their compensation plan, which is a pre-arranged, non-discretionary event. While an increase in insider holdings can be a positive signal, this specific transaction does not represent a discretionary open-market purchase and therefore does not provide new fundamental information that would warrant a change in investment strategy for Veris Residential, Inc. A 'hold' recommendation is appropriate as this event does not significantly alter the investment thesis.

Keywords

Veris Residential, VRE, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Beneficial Ownership, Corporate Governance