UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 23, 2026 (February 22, 2026)~~1934

~~VERIS~~Date ~~RESIDENTIAL~~of Report (Date of earliest event reported): May 15, ~~INC.~~2026

Veris Residential, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 1-13274

Maryland	1-13274	22-3305147
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Maryland		22-3305147
Harborside 3, 210 Hudson St., Ste. 400 Jersey City, New Jersey	07311
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

~~Harborside 3,~~Registrant’s ~~210~~telephone ~~Hudson St.~~number, ~~Ste.~~including ~~400~~area code: (732) 590-1010

Jersey City, New Jersey 07311

(Address of principal executive offices)

(732) 590-1010

Registrant’s telephone number, including area code

Not Applicable

(Former name ~~Name~~ or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

~~VERIS~~Check ~~RESIDENTIAL,~~the Lappropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.P2. below):

(Exact name of registrant as specified in its charter)

Commission file number 333-57103

Delaware				22-3315804
(State or other jurisdiction of incorporation)				(I.R.S. Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of principal executive offices)

(732) 590-1010

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VRE		New York Stock Exchange

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		VRE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Indicate by~~Emerging ~~check mark whether the registrant is an emerging~~ growth company ~~as defined in Rule~~ ~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company~~ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK	0001067063
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-02-22
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	true
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

Item 8.01.

Other Events

~~Item~~As 1previously announced, on February 23, 2026, Veris Residential, Inc.01, a Maryland corporation (the “Company” or “Veris”), entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), and Veris Residential, L.P., ~~Entry~~a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), pursuant to which, among other things, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving entity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership Merger,” and together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the Partnership Merger (the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On March 25, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) its preliminary proxy statement on Schedule 14A relating to the special meeting of Veris stockholders to be held on May 21, 2026 (the “Preliminary Proxy Statement”), to, among other things, vote on a ~~Material~~proposal to approve the Mergers and the other Transactions. The Company subsequently filed, on April 10, 2026, a definitive proxy statement, which the Company first mailed to its stockholders on or about April 10, 2026 (the “Definitive ~~Agreement~~Proxy Statement”).

OnLitigation ~~February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”),~~ and ~~the~~Stockholder ~~general~~Demands ~~partner~~related of Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II”, together with Merger Sub I, the “Merger Subs”), and the Company Partnership, pursuant to ~~which, upon~~ the ~~terms and subject to the conditions set forth therein, (i) the Company will merge with and into Merger Sub I (the~~Definitive ~~“Merger”),~~Proxy with Merger Sub I continuing as the surviving entity in the Merger as a direct wholly owned subsidiary of Parent (the “Surviving Entity”), and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the Partnership Merger. One or more affiliates of GIC Real Estate Inc. and Affinius Capital Advisors LLC (collectively, the “Sponsors”) will directly and/or indirectly invest in Parent. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.Statement

~~The~~Between ~~board~~April 29, of2026 and ~~directors~~May 15, 2026, three complaints were filed by purported stockholders of the Company: (i) McDaniel v. Veris Residential, Inc., et al., Index No. 652548/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); (ii) Scott v. Veris Residential, Inc., et al., Index No. 652543/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); and (iii) Garfield v. Cumenal, et al., Docket No. HUD-C-000077-26 (N.J. Super. Ct. Ch. Div., Hudson Cnty., filed May 5, 2026) (collectively, the “~~Board~~State Court Complaints”) ~~has~~. ~~unanimously~~The ~~determined~~State ~~that~~Court Complaints name the ~~Merger~~Company ~~Agreement,~~and the ~~Mergers~~members of its board of directors (the “Board of Directors”) as defendants, and the ~~other~~Garfield ~~transactions~~action ~~contemplated~~additionally bynames the Company Partnership, Affinius Capital Advisors LLC, Vista Hill Partners, LLC, Parent, Merger ~~Agreement~~Sub ~~are~~I and Merger Sub II as defendants. The McDaniel and Scott actions assert claims for negligence, ~~advisable~~negligent misrepresentation, and inconcealment under New York common law, and the ~~best~~Garfield ~~interests~~action asserts claims for breach of ~~the~~fiduciary duty, ~~Company~~aiding and ~~its~~abetting ~~stockholders~~breach of fiduciary duty, and ~~has~~failure ~~approved~~to disclose under Maryland law, and ~~declared~~for ~~advisable~~violation ~~the~~of ~~Merger~~New ~~Agreement,~~Jersey state ~~the~~securities ~~Mergers~~laws, ~~and~~in ~~the~~each ~~other~~case ~~transactions~~in ~~contemplated~~connection bywith the ~~Merger~~filing ~~Agreement.~~of ~~The~~the ~~Board~~Definitive ~~has~~Proxy ~~also~~Statement ~~recommended~~and generally alleging that the ~~Company’s~~Definitive ~~stockholders~~Proxy ~~vote~~Statement contains materially incomplete and/or misleading information. The State Court Complaints seek, among other things, to enjoin ~~approve~~or rescind the ~~Merger~~Transactions and ~~the~~request ~~other~~an ~~transactions~~award ~~contemplated~~of byattorneys’ ~~the~~fees, ~~Merger~~experts’ ~~Agreement~~fees, and damages in unspecified amounts.

~~The~~As ~~Mergers~~of May 15, 2026, the Company had also received 14 stockholder demand letters (the “Stockholder Demands”), which similarly allege that the Preliminary Proxy Statement or Definitive Proxy Statement contain materially incomplete and/or misleading information and demand the disclosure of additional information.

~~Pursuant~~The Company and the defendants deny the allegations in the State Court Complaints and the Stockholder Demands and deny any alleged violation of law or legal or equitable duty. The Company and the defendants believe that the State Court Complaints and the Stockholder Demands are without merit and that no further disclosure is required under applicable law. Nonetheless, to avoid the ~~Merger~~risk ~~Agreement:~~of the State Court Complaints or the Stockholder Demands delaying or otherwise adversely affecting the Transactions and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined to voluntarily amend and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K (the “Supplemental Disclosure”) for the purpose of mooting any alleged disclosure issues, as set forth herein.

·Supplemental atDisclosures the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Shares” and each a “Share”) issued and outstanding immediately prior to the ~~Effective~~Definitive ~~Time~~Proxy (other than Shares owned by (i) Parent or Merger Sub I or any of their respective Subsidiaries and (ii) any direct or indirect wholly owned Subsidiary of the Company, if any) will be converted into the right to receive $19.00 per Share in cash, without interest thereon (the “Merger Consideration”), cease to be outstanding and shall automatically be cancelled and cease to exist.Statement

·Nothing atin ~~the~~this ~~effective~~Current ~~time~~Report on ofForm 8-K ~~the~~shall ~~Partnership~~be ~~Merger~~deemed ~~(the~~an ~~“Partnership~~admission ~~Merger~~of ~~Effective~~the ~~Time”),~~legal ~~(a)~~necessity ~~each~~or ~~outstanding~~materiality ~~common~~under ~~unit~~applicable laws of the ~~Company~~Supplemental ~~Partnership~~Disclosures set ~~(each,~~forth aherein. ~~“Common~~The ~~Unit”)~~Supplemental ~~(other~~Disclosures ~~than~~should ~~Common~~be ~~Units~~read ~~owned~~in byconjunction ~~(x)~~with ~~Parent,~~the ~~Merger~~Definitive ~~Sub~~Proxy IIStatement, orwhich ~~any~~should ofbe ~~their~~read in ~~respective~~its ~~Subsidiaries~~entirety. ~~and~~Page references ~~(y)~~in the ~~Surviving~~below ~~Entity)~~disclosures ~~will~~are beto ~~converted~~pages in ~~into~~ the ~~right~~Definitive toProxy ~~receive~~Statement, ~~the~~and ~~Merger~~defined ~~Consideration~~terms used ~~and~~but ~~(b)~~not ~~each~~defined ~~outstanding~~herein ~~3.5%~~have ~~Series~~the ~~A-1~~meanings ~~preferred~~set ~~limited~~forth ~~partnership~~in ~~unit~~the ofDefinitive Proxy Statement. To the ~~Company~~extent ~~Partnership~~the ~~(each,~~following ainformation ~~“Preferred~~differs from ~~Unit”)~~or ~~(other~~conflicts ~~than~~with ~~Preferred~~the ~~Units~~information ~~owned~~contained byin ~~(x)~~the ~~Parent,~~Definitive ~~Merger~~Proxy ~~Sub~~Statement, IIthe orinformation ~~any~~set offorth ~~their~~below ~~respective~~shall ~~Subsidiaries~~be ~~and~~deemed ~~(y)~~to supersede the ~~Surviving~~respective ~~Entity)~~information ~~will~~in bethe ~~converted~~Definitive ~~into~~Proxy ~~the~~Statement. ~~right~~Capitalized toterms ~~receive~~used ~~the~~but ~~Preferred~~not ~~Unit~~defined ~~Merger~~herein ~~Consideration~~have asthe meanings set forth in the ~~Merger~~Definitive ~~Agreement.~~Proxy ~~The~~Statement, ~~Company~~unless ~~Partnership~~otherwise ~~also~~defined ~~agreed~~below. toFor ~~deliver~~clarity, tonew ~~the~~text ~~holders~~within ofrestated ~~vested~~paragraphs ~~Company~~from ~~LTIP~~the Definitive ~~Units~~Proxy anStatement ~~LTIP~~is ~~Unit~~highlighted ~~Forced~~with ~~Conversion~~bold, ~~Notice~~underlined ~~not~~text, ~~less than ten (10)~~ and nodeleted ~~more~~text ~~than~~within ~~sixty~~restated ~~(60)~~paragraphs ~~days~~from ~~prior~~the toDefinitive Proxy ~~the~~Statement ~~LTIP~~is ~~Unit~~highlighted ~~Conversion~~with ~~Date~~strikethrough text.

2The section of the Definitive Proxy Statement entitled “The Mergers – Background of the Mergers” is amended and supplemented as follows:

NoThe ~~dissenters’~~second orparagraph ~~appraisal~~under ~~rights~~the ~~are~~subheading ~~available with respect~~“Background toof the Mergers” oron page 35 of the ~~other~~Definitive ~~transactions~~Proxy ~~contemplated~~Statement is amended and supplemented by adding the ~~Merger~~following ~~Agreement.~~underlined and bolded disclosures on such page:

~~Treatment~~“In June 2020, the Board established the SRC, consisting of ~~Equity~~Board ~~Awards~~members A. Akiva Katz as Chairperson, Frederic Cumenal, Tammy K. Jones and Mahbod Nia, the current Chief Executive Officer of the Company. At the time of its formation, the Board determined that the mandate of the SRC would be to evaluate all options available to the Company in order to unlock stockholder value, and not solely to review and evaluate any outside interest that might be received by the Board. The formation of the SRC was not prompted by any actual or potential conflicts of interest.”

AtThe fourth paragraph under the ~~Effective~~subheading ~~Time,~~“Background of ~~each~~the ~~outstanding~~Mergers” ~~equity~~on ~~award~~page 35 of the ~~Company~~Definitive Proxy Statement is amended and supplemented by adding the following underlined ~~will~~and bebolded ~~treated~~disclosures ason ~~follows~~such page:

·“On ~~Each~~June 10, 2025, ~~outstanding~~Affinius ~~option~~and toVista ~~purchase~~Hill ~~Shares~~Partners, LLC (~~each~~“Vista Hill,” aand ~~“Company~~together ~~Stock~~with ~~Option~~Affinius, the “Buyer Group”) ~~granted~~submitted an ~~under~~unsolicited non-binding proposal to acquire all of the outstanding Shares at $17.25 per Share in cash, representing an approximately 13.6% premium to the Company’s ~~equity~~closing ~~plans~~Share price of $15.19 on June 9, 2025 (the “~~Company~~June 10 ~~Equity Plans~~Proposal”). The June 10 Proposal (and all later revised proposals) stated that, ~~whether~~based ~~vested~~on the Buyer Group’s discussions with representatives of The Mack Group, a group of stockholders of the Company beneficially owning Shares and/or ~~unvested~~limited partnership units in the Company Partnership representing approximately 8% of the outstanding Shares (on an as-exchanged basis), ~~will~~the ~~become~~Buyer ~~fully~~Group ~~vested~~understood that The Mack Group was supportive in principle of the potential transaction and ~~will~~would be ~~cancelled~~interested in rolling over most (if not all) of their equity in the Company and/or ~~converted~~the ~~into~~Company Partnership in a potential transaction. The June 10 Proposal further stated that the ~~right~~Buyer Group was prepared to ~~receive~~enter into a ~~cash~~customary ~~payment~~nondisclosure ~~equal~~agreement towith the ~~product~~Company and expeditiously complete its confirmatory due diligence of the Company. In addition, the June 10 Proposal (iand all later revised proposals) requested that the ~~excess,~~Company ifenter ~~any,~~into ofan exclusivity agreement with the ~~Merger~~Buyer ~~Consideration~~Group. ~~over~~The ~~the~~June 10 ~~applicable~~Proposal ~~exercise~~did ~~price~~not ~~per~~include ~~share~~any ~~underlying~~proposals ~~such~~regarding ~~Company~~post-closing ~~Stock~~employment ~~Option~~arrangements ~~and~~or the ~~(ii)~~participation in the ~~number~~equity of ~~Shares~~the ~~underlying~~surviving ~~such~~company ~~Company~~for ~~Stock~~any ~~Option~~members ~~immediately~~of ~~prior~~the toBoard or the ~~Effective~~Company’s ~~Time~~executive officers.”

·The ~~Each~~fourth ~~outstanding~~full ~~time-based~~paragraph ~~restricted~~on ~~stock~~page 37 ~~unit~~of ~~granted under~~ the Definitive ~~Company~~Proxy ~~Equity~~Statement ~~Plans~~is ~~(each,~~amended ~~a “Company RSU”) will become fully vested~~ and besupplemented ~~cancelled~~by ~~and~~adding ~~converted into~~ the ~~right~~following tounderlined ~~receive an amount in cash equal to (A) the product of (i) the Merger Consideration~~ and ~~(ii)~~bolded ~~the~~disclosures ~~number~~on ~~of Shares underlying~~ such ~~Company RSU immediately prior to the Effective Time, plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Company RSU.~~page:

·“On ~~Each~~September 5, 2025, ~~outstanding~~the ~~performance-based~~Buyer ~~restricted~~Group ~~stock~~submitted ~~unit (each,~~ a ~~“Company~~revised ~~PRSU”)~~non-binding ~~granted~~proposal ~~under~~to ~~the~~acquire ~~Company~~all ~~equity~~of ~~plans~~the ~~will~~outstanding beShares ~~cancelled~~at ~~and~~$18.00 ~~converted~~per ~~into~~Share ~~the~~in ~~right~~cash, ~~to receive~~ representing an ~~amount~~approximately in13.3% ~~cash~~premium ~~equal~~ to ~~(A)~~ the ~~product~~Company’s ofclosing ~~(i)~~Share ~~the~~price ~~Merger Consideration and (ii) the number~~ of ~~Shares~~$15.89 ~~underlying~~on ~~such~~September 4, ~~Company~~2025 ~~PRSU immediately prior to~~ (the ~~Effective~~“September 5 Proposal”). ~~Time,~~The asSeptember 5 ~~determined~~Proposal bydid ~~the~~not ~~Board~~include ~~prior~~any toproposals regarding post-closing ~~based~~employment onarrangements or the ~~achievement~~participation ofin the ~~greater~~equity of ~~target~~the ~~and~~surviving ~~actual~~company ~~performance~~for ~~(or~~any inmembers ~~the case~~ of ~~2026~~the ~~executive~~Board ~~awards,~~or ~~based on~~ the ~~achievement of maximum performance), plus (B) all accumulated but unpaid dividend equivalent rights with respect to such~~ Company’s ~~PRSUs~~executive ~~that are determined to be vested~~officers.”

·The ~~Each~~tenth ~~outstanding~~full ~~outperformance~~paragraph ~~restricted~~on ~~stock~~page 37 ~~unit~~of ~~(each, a “Company OPRSU”) granted under~~ the Definitive ~~Company~~Proxy ~~equity~~Statement ~~plans~~is ~~will~~amended ~~be cancelled~~ and ~~converted~~supplemented ~~into~~by ~~the~~adding ~~right to receive an amount in cash equal to (A)~~ the ~~product~~following ofunderlined ~~(i) the Merger Consideration~~ and ~~(ii)~~bolded ~~the~~disclosures ~~number of Shares underlying such Company OPRSU, as applicable, immediately prior to the Effective Time, as determined by the Board prior to closing based~~ on ~~actual performance (or in the case of 2026 executive awards, based on the achievement of maximum performance), plus (B) all accumulated but unpaid dividend equivalent rights with respect to~~ such ~~Company OPRSUs that are determined to be vested.~~page:

·“On ~~Each~~October 29, 2025, ~~outstanding~~the ~~share~~Buyer Group submitted a revised non-binding proposal to acquire all of ~~restricted~~the ~~stock~~outstanding ~~granted~~Shares ~~under~~at $18.65 per Share in cash, representing an approximately 30.4% premium to the Company’s ~~Equity~~closing ~~Plans~~Share ~~(each~~price of $14.30 on October 29, ~~“Restricted~~2025 ~~Stock~~(the “October 29 Proposal”). ~~will~~The ~~become~~October 29 ~~fully~~Proposal ~~vested~~did ~~and~~not beinclude ~~cancelled~~any ~~and~~proposals ~~converted~~regarding ~~into~~post-closing ~~the~~employment ~~right~~arrangements toor ~~receive~~the participation ~~(A)~~in the ~~Merger~~equity ~~Consideration~~of ~~plus~~the ~~(B)~~surviving ~~all~~company ~~accumulated~~for ~~but~~any ~~unpaid~~members ~~dividends~~of ~~with~~the ~~respect~~Board toor ~~such~~the ~~Restricted~~Company’s ~~Stock~~executive officers.”

·The ~~Each~~fourth ~~outstanding~~full ~~deferred~~paragraph ~~stock~~on ~~unit~~page 38 ~~that~~of ~~is held in an account under~~ the Definitive ~~Company’s~~Proxy ~~Deferred~~Statement ~~Compensation~~is ~~Plan~~amended ~~for Directors will be cancelled~~ and ~~converted~~supplemented ~~into~~by adding the ~~right~~following tounderlined ~~receive~~and anbolded ~~amount~~disclosures inon ~~cash~~such ~~equal to the Merger Consideration.~~page:

~~Representations~~“On ~~and~~November 16, 2025, ~~Warranties~~Party A submitted a non-binding proposal to acquire all of the outstanding Shares at $17.50 per Share in cash, representing an approximately 15.7% premium to the Company’s closing Share price of $15.13 on November 14, 2025. The proposal did not include any proposals regarding post-closing employment arrangements or the participation in the equity of the surviving company for any members of the Board or the Company’s executive officers.”

The ~~Merger~~second ~~Agreement~~paragraph ~~contains~~on ~~customary~~page 39 ~~representations and warranties~~ of the ~~Company,~~Definitive Proxy ~~the~~Statement ~~Company~~is ~~Partnership,~~amended ~~Parent~~ and ~~the~~supplemented ~~Merger~~by ~~Subs,~~deleting ~~generally subject to customary materiality qualifiers. The representations and warranties of~~ the ~~parties~~last ~~contained~~sentence ~~in the Merger Agreement will terminate~~ and bereplacing ofit nowith ~~further force and effect as of~~ the ~~closing of~~following ~~the~~underlined ~~transactions contemplated by the Merger Agreement. The representations~~ and ~~warranties~~bolded ~~made by the Company are qualified by~~ disclosures ~~made~~on insuch ~~disclosure schedules and its Securities and Exchange Commission (“SEC”) filings.~~page:

3“On December 2, 2025, the SRC held a meeting attended by members of the Company’s management and representatives of J.P. Morgan and Morgan Stanley. At the meeting, the SRC received updates on the market check and discussed the proposals received to date by the Buyer Group and Party A. The SRC also discussed the December 1 Letter, and did not conclude that any changes in the market check were necessary at that time, as the SRC believed that the current process, conducted with the assistance of the Company’s financial advisors, had already been designed to reach the likely interested parties and that the disruption of a public announcement could potentially compromise the process.”

~~Covenants~~The third paragraph on page 39 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

~~The~~“On ~~Merger~~December 5, 2025, ~~Agreement~~Party ~~contains~~A ~~covenants~~submitted ofa ~~the~~revised ~~parties~~non-binding ~~customary~~proposal ~~for a~~to ~~transaction~~acquire all of ~~this~~the ~~type,~~outstanding ~~including,~~Shares ~~among~~at ~~other~~$18.05 ~~things~~per Share in cash, ~~covenants~~representing an ~~not~~approximately 23.9% premium to ~~solicit~~the ~~alternative~~Company’s ~~transactions~~closing ~~during~~Share aprice ~~certain~~of ~~period~~$14.57 ~~or to~~on ~~provide~~December 4, ~~information~~2025. orThe ~~enter~~revised ~~into~~proposal did ~~discussions~~not ininclude ~~connection~~any ~~with~~proposals ~~alternative~~regarding ~~transactions,~~post-closing ~~subject~~employment toarrangements ~~certain~~or ~~exceptions~~the ~~described below~~participation ~~and~~in tothe ~~allow~~equity of the ~~Board~~surviving tocompany for ~~exercise~~any ~~its~~members ~~duties~~of inthe ~~accordance~~Board ~~with~~or the ~~Merger~~Company’s ~~Agreement~~executive officers.”

~~During~~The ~~the~~sixth ~~period~~full ~~beginning~~paragraph on ~~the~~page 39 ~~date~~ of the ~~Merger Agreement and~~ ~~until~~Definitive ~~the~~Proxy ~~earlier~~Statement ofis ~~the~~amended ~~Effective Time~~ and ~~the~~supplemented ~~valid~~by ~~termination~~adding of the ~~Merger~~following ~~Agreement~~underlined ~~in accordance with its terms, each of the Company~~ and ~~the~~bolded ~~Company~~disclosures ~~Partnership will be subject to customary “no-shop” restrictions~~ on its ability to, among other things, solicit, initiate, knowingly encourage or knowingly facilitate any alternative acquisition proposals from third parties, participate in discussions or negotiations with such third parties regarding such alternative acquisition proposals or provide nonpublic information to such third parties. In addition, the Company has agreed that, subject to certain exception, the Board will not withdraw its recommendation that the Company’s stockholders vote to approve the Merger and the other transactions contemplated by the Merger Agreement.page:

~~The~~“On ~~Company~~December 17, 2025, ~~has~~the ~~agreed~~Buyer ~~that~~Group itsubmitted ~~will~~a ~~not~~revised ~~make,~~non-binding ~~declare,~~proposal ~~set~~to ~~aside~~acquire ~~or pay~~all ~~any~~of ~~dividends other than~~ the ~~regular~~outstanding ~~quarterly~~Shares ~~cash~~at ~~dividends~~$18.80 ~~for~~per ~~the~~Share ~~fiscal~~in ~~quarter~~cash, ~~ending~~representing an ~~March~~approximately ~~31,~~27.0% ~~2026,~~premium onto the ~~Shares~~Company’s inclosing anShare ~~amount not~~price toof ~~exceed~~ $014.0880 ~~per~~on ~~Share. In addition~~December 17, 2025 (the ~~Company~~“December 17 Proposal”). ~~may~~The ~~make~~December 17 ~~dividends~~Proposal ~~necessary~~did tonot ~~preserve~~include ~~its~~any ~~tax~~proposals ~~status~~regarding aspost-closing aemployment ~~real~~arrangements ~~estate investment~~or ~~trust,~~the ~~and~~participation ~~any~~in ~~such~~the ~~dividends~~equity ~~would~~of ~~result~~the insurviving ~~offsetting~~company ~~decreases~~for toany ~~the~~members ~~Merger~~of ~~Consideration~~the ~~and~~Board or the ~~Common~~Company’s ~~Unit~~executive ~~Merger Consideration~~officers.”

~~Conditions~~The totwelfth ~~Closing~~full paragraph on page 39 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

~~The~~“Also ~~parties’~~on ~~respective~~December 30, 2025, ~~obligations~~the toBuyer ~~consummate~~Group ~~the~~submitted ~~Merger are~~a ~~subject~~revised tonon-binding ~~the~~proposal ~~satisfaction~~to oracquire ~~waiver~~all of ~~customary~~the ~~conditions~~outstanding ~~set~~Shares ~~forth~~at in$19.00 ~~the~~per ~~Merger~~Share ~~Agreement,~~in ~~including~~cash, ~~among others: (i) the~~representing ~~approval~~an ofapproximately ~~the~~26.6% ~~Merger~~premium ~~and~~to the ~~other~~Company’s ~~transactions~~closing ~~contemplated~~Share byprice ~~the Merger Agreement by the holders~~ of a$15.01 ~~majority~~on ofDecember 29, 2025 (the ~~outstanding~~“December 30 ~~Shares, (ii~~Proposal”). ~~the~~The ~~absence~~December 30 ofProposal ~~any~~requested ~~law~~that orthe ~~governmental~~Company ~~order~~enter ~~from~~an ~~any~~exclusivity ~~governmental~~agreement ~~entity~~with ofthe ~~competent~~Buyer ~~jurisdiction~~Group. ~~prohibiting the Mergers,~~The ~~(iii)~~December 30 noProposal ~~Company~~did ~~Material~~not ~~Adverse~~include ~~Effect~~any ~~having~~proposals ~~occurred~~regarding ~~since~~post-closing ~~the~~employment ~~signing~~arrangements ofor the ~~Merger~~participation ~~Agreement~~in ~~and~~the ~~(iv) certain other customary conditions~~equity ~~relating~~of to the ~~parties’~~surviving ~~representations~~company ~~and~~for ~~warranties~~any inmembers of the ~~Merger~~Board ~~Agreement~~or ~~and~~ the ~~performance~~Company’s ofexecutive ~~their respective obligations~~officers.”

~~Termination~~The second paragraph on page 41 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

~~The~~“On ~~Merger~~February 16, 2026, ~~Agreement~~the ~~contains~~Board ~~certain~~held ~~customary~~a ~~termination~~special ~~rights for~~meeting attended by members of the Company’s management and ~~Parent~~representatives of J.P. Morgan, ~~including~~Morgan Stanley ~~(i)~~and ~~the~~Weil. ~~right~~The representatives of ~~the~~Weil ~~Company~~provided toan ~~terminate~~overview of the ~~Merger~~fiduciary ~~Agreement~~duties toof ~~enter~~the ~~into~~Board anmembers ~~Alternative~~under ~~Acquisition Agreement~~Maryland ~~with~~law, ~~respect~~and reviewed tothe akey ~~Superior~~terms ~~Proposal~~of, ~~subject~~and toremaining ~~specified~~open ~~limitations~~issues ~~and requirements~~in, ~~and~~the ~~(ii)~~Merger ~~the~~Agreement. ~~right~~Representatives of ~~Parent~~J.P. toMorgan ~~terminate the~~and ~~Merger~~Morgan ~~Agreement~~Stanley ifreviewed for the Board ~~changes~~the ~~its~~financial ~~recommendation~~terms ~~that~~of the ~~Company’s~~transaction, ~~stockholders~~including ~~vote~~the tosources ~~approve~~and uses of funds for the ~~Merger~~proposed transaction and ~~the~~their preliminary ~~other~~valuation ~~transactions~~analyses ~~contemplated~~of by the proposed Merger ~~Agreement.~~Consideration, Innoting ~~addition~~that to the ~~foregoing~~price ~~termination~~of ~~rights~~$19.00 ~~and~~per ~~certain~~Share ~~other~~in ~~termination rights~~cash ~~set~~represented ~~forth~~an inapproximately 23% ~~the~~premium ~~Merger~~to ~~Agreement,~~the ~~and~~unaffected ~~subject~~Share toprice ~~certain~~as ~~limitations~~of February 4, ~~either~~2026 ~~party~~(the ~~may~~last ~~terminate~~trading ~~the~~day ~~Merger~~prior ~~Agreement~~to ifthe filing of the ~~Merger~~ isErez ~~not~~Schedule ~~consummated~~13D). During bythe ~~August~~meeting, 23the Board, ~~2026~~together ~~(the~~with ~~“Termination~~its ~~Date”).~~financial ~~The~~advisors, ~~Company~~engaged ~~additionally~~in ~~has~~a discussion of the ~~ability~~strategic alternatives available to ~~terminate~~ the ~~Merger~~Company, ~~Agreement~~including ifwhether ~~all~~a liquidation of ~~Parent’s~~Company ~~and~~assets ~~Merger~~had ~~Subs’~~the ~~conditions~~potential to ~~closing~~generate ~~have~~greater ~~been~~value ~~satisfied~~for orstockholders ~~waived,~~than ~~Parent~~a sale ~~fails~~of tothe ~~consummate~~Company ~~the~~as ~~Mergers~~a onwhole. Following such discussion, the ~~date~~Board ondetermined ~~which~~that, in light of current market conditions and the ~~Closing~~results of ~~should~~the ~~have~~market ~~occurred~~check to date, a sale of the Company ~~has~~as ~~irrevocably~~a ~~confirmed~~whole inpursuant ~~writing~~ to ~~Parent~~the ~~that~~proposed ~~all~~transaction ~~conditions~~represented the path most likely to maximize value for the Company’'s ~~obligation~~stockholders as compared to ~~close~~the ~~have~~other ~~been~~strategic ~~satisfied~~alternatives orconsidered. ~~waived~~Representatives of J.P. Morgan and ~~the~~Morgan ~~Company~~Stanley ~~and~~also ~~the~~reported ~~Company Partnership~~on ~~are~~recent ~~ready~~developments related to other potential interested parties, ~~willing~~including ~~and~~that ~~able~~Party toA ~~consummate~~had indicated ~~the~~that ~~Closing~~it onwould ~~the~~not ~~date~~increase ofits ~~such~~prior ~~written~~offer ~~notice~~to $19.00 per Share in cash and ~~throughout~~that ~~the~~no ~~immediately~~other ~~subsequent three~~party ~~(3)~~had ~~business~~expressed ~~day~~an ~~period~~interest ~~and~~in making ~~Parent~~an ~~fails~~offer. toAt ~~consummate~~the conclusion of the ~~Mergers~~meeting, ~~within~~the ~~three~~Board ~~(3)~~instructed ~~business~~its ~~days~~advisors ~~following~~to ~~receipt~~continue ofto ~~such~~pursue ~~written~~the proposed transaction with ~~notice~~the Buyer Group.”

4The section of the Definitive Proxy Statement entitled “The Mergers – Certain Financial Projections Utilized in Connection with the Mergers” is amended and supplemented as follows:

~~Upon~~The ~~termination~~list ofbelow the ~~Merger~~first ~~Agreement~~full ~~under~~paragraph ~~specified circumstances,~~under ~~including if (a) Parent terminates~~ the ~~Merger~~subheading ~~Agreement because the Board has changed its recommendation that the~~ “Company’s ~~stockholders vote~~Projections” inon ~~favor~~page 47 of the ~~Merger,~~Definitive ~~(b)~~Proxy ~~the~~Statement Company terminates the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, or (c) within the twelve (12) months following certain specified events of termination, the Company enters into a definitive agreement providing for the implementation of any Acquisition Proposal or any Acquisition Proposal is ~~consummated, the~~amended ~~Company~~and ~~will~~supplemented ~~be required to pay to Parent, within two (2) business days after such termination~~ in ~~the case of clause (a), or concurrently~~its ~~with~~entirety ~~such~~as ~~termination~~follows inon ~~the case of clause (b), or upon the consummation of~~ such ~~Acquisition Proposal (or entry into a definitive agreement in respect thereof) in the case of clause (c), a termination fee of $60 million (the “Company Termination Fee”).~~page:

Parent will be required to pay or cause to be paid to the Company a termination fee equal to $140 million (the “Parent Termination Fee”), if the Merger Agreement is terminated under specified circumstances, including if the Company terminates the Merger Agreement because of either (A) a failure of Parent to consummate the Mergers when required to or (B) Parent’s or Merger Subs’ uncured breach of the Merger Agreement such that certain of the Company’s conditions to the Closing would not be satisfied. The maximum aggregate liability of Parent and the Merger Subs for monetary losses, damages, costs or expenses in connection with the Merger Agreement, the Equity Commitment Letters and the transactions contemplated by the Merger Agreement will not exceed, subject to certain exceptions, $140 million, plus (i) amounts payable by Parent in connection with the Company’s cooperation with the Debt Financing and certain actions related to the Company’s existing indebtedness and (ii) any Recovery Costs.

(in millions, except per share data)	2026E			2027E			2028E			2029E			2030E
Multi-Family NOI⁽¹⁾	$	194		$	196		$	202		$	208		$	214
Commercial NOI⁽²⁾	$	3		$	3		$	3		$	3		$	4
Total Property NOI⁽³⁾	$	197		$	199		$	205		$	211		$	217
Core FFO⁽⁴⁾	$	83		$	84		$	81		$	91		$	101
Core FFO/share⁽⁵⁾	$	0.81		$	0.80		$	0.77		$	0.86		$	0.95
EBITDA⁽⁶⁾	$	152		$	153		$	156		$	162		$	168
Capital Expenditures		(11	)		(10	)		(8	)		(8	)		(9	)
Renovation Capital		(20	)		(2	)		--			--			--
Net Proceeds from Dispositions		121			--			--			--			--
Unlevered FCF⁽⁷⁾	$	242		$	141		$	148		$	153		$	159

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, is only a summary does not purport to be complete, and is subject to and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been filed herewith to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (~~including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts~~1) ~~and~~“Multi-Family ~~may~~NOI” bemeans ~~subject to standards of materiality~~net ~~applicable~~operating toincome ~~the contracting parties that differ~~ from ~~those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under~~ the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s ~~public~~multifamily ~~disclosures~~residential portfolio.

5(2) “Commercial NOI” means net operating income from the Company’s retail condos and garages.

A(3) ~~copy~~“Total ofProperty ~~the~~NOI” ~~Merger~~means ~~Agreement is filed with this Current Report on Form 8~~Multi-KFamily asNOI ~~Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in~~plus ~~its~~Commercial ~~entirety by reference thereto~~NOI. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and their respective affiliates and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the SEC.

~~Equity~~(4) ~~Commitment~~“Core ~~Letters~~FFO” means Core Funds from Operations and equals Total Property NOI minus interest expense, minus core general & administrative expense, minus core property management expense, plus corporate and other income, minus distributions paid.

~~Concurrently~~(5) ~~with~~“Core ~~the~~FFO/share” ~~execution~~means ofCore ~~the~~FFO ~~Merger Agreement, Parent has~~divided ~~delivered~~by ~~to the Company~~ fully ~~executed~~diluted ~~Equity~~shares Commitment Letters relating to the commitment of each Sponsor, severally and not jointly, to invest, or cause to be invested, directly or indirectly, in the equity capital of Parent the amount set forth in each Sponsor’s respective Equity Commitment Letter, solely for the purpose of funding the payment of the applicable portion of the aggregate Merger Consideration, the Common Unit Merger Consideration and the Preferred Unit Merger Consideration and all other amounts payable pursuant to the Merger Agreement, including any related fees, costs and expensesoutstanding. ~~In addition, each Equity Commitment Letter provides a guarantee in respect of Parent’s payment obligations with respect to certain fees, costs and expenses under the Merger Agreement.~~

~~Each~~(6) ~~Equity~~“EBITDA” ~~Commitment~~means ~~Letter~~earnings ~~provides~~before ~~that the Company is an express~~interest, ~~third-party~~taxes, ~~beneficiary~~depreciation ofand ~~the Equity Commitment Letters for the purpose of enforcing each Sponsor’s equity commitment thereunder~~amortization.

~~The~~(7) ~~funding~~“Unlevered FCF” ofmeans ~~such~~Unlevered ~~equity~~Free ~~commitments~~Cash Flow, which is ~~subject~~calculated toas ~~the~~EBITDA ~~satisfaction~~minus capital expenditures, minus renovation ofcapital, ~~customary~~plus ~~closing~~net ~~conditions~~proceeds from dispositions.

~~Debt~~The ~~Commitment~~second ~~Letter~~paragraph on page 50 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

~~Concurrently~~“Using ~~with~~publicly ~~the~~available ~~execution~~information, J.P. ofMorgan ~~the Merger Agreement~~calculated, ~~Parent~~for ~~directly or~~each ~~indirectly~~selected ~~obtained~~company, anthe ~~executed~~multiples ~~debt~~of ~~commitment~~the ~~letter~~closing ~~pursuant~~price toper ~~which~~share ~~the~~for ~~lenders~~such ~~party~~selected ~~thereto~~company ~~have~~as ~~committed~~of February 19, 2026 ~~subject~~(and with respect to the ~~terms~~Company, ~~conditions~~ ~~precedent~~as ~~and~~of ~~special~~February 4, ~~reserves~~2026) ~~provisions~~to ~~contained~~the inconsensus ~~such~~equity ~~letter,~~research toanalyst ~~provide~~estimates ~~debt~~for ~~financing~~such inselected company’s ~~the~~funds ~~amounts~~from ~~set~~operations ~~forth~~(the ~~therein, to~~“FFO”) ~~enable~~per ~~Parent~~share tofor ~~consummate~~fiscal ~~the~~years ~~Mergers~~2026E ~~and~~(the ~~make~~“P/2026E ~~certain~~FFO ~~payments~~Multiple”). The ~~required~~results ~~under~~of ~~and~~these incalculations ~~connection~~are ~~with~~summarized ~~the~~as ~~Merger Agreement.~~follows:

Support Agreement

	P/2026E FFO Multiple
Avalon Bay Communities	15.5x
Camden Property Trust	16.1x
Essex Property Trust, Inc.	15.8x
Equity Residential	15.4x
Mid-America Apartments	15.7x
UDR, Inc.	14.8x
Veris Residential, Inc.	21.7x

~~Concurrently with the execution of the Merger Agreement on February 23, 2026, Parent entered into a Support Agreement (the “Support Agreement~~”) with funds managed by Bow Street LLC (collectively, the “Supporting Stockholder”) with respect to Shares owned of record or beneficially by the Supporting Stockholder, representing 5.6% of the outstanding shares (collectively, the “Subject Shares”). The Support Agreement provides, among other things and on the terms and subject to the conditions thereof, that the Supporting Stockholder will vote all of its Subject Shares in favor of the approval of the Merger and the other transactions contemplated by the Merger Agreement.

InThe ~~addition, the~~fifth ~~Supporting~~paragraph ~~Stockholder~~on ~~has~~page 50 ~~agreed not to take certain actions, including (i) tendering, agreeing to tender or permitting to be tendered any~~ of the ~~Subject Securities (as defined in the Support Agreement) in response to or otherwise in connection with any tender or exchange~~Definitive ~~offer,~~Proxy ~~(ii)~~Statement ~~transferring~~is ~~(or~~amended ~~causing~~and orsupplemented ~~permitting~~by ~~the~~adding ~~transfer of) any Subject Securities (subject to certain exceptions), or (iii) depositing~~ the ~~Subject~~following ~~Shares~~underlined inand abolded ~~voting~~disclosures ~~trust~~on ~~or enter into any tender, voting or other similar agreement, or grant a proxy or power of attorney, with respect to Subject Shares, or (iv) taking any other action with respect to any of~~ such ~~Supporting Stockholder’s Subject Securities that would in any way prevent, interfere with or impair the performance of the Supporting Stockholder’s obligations under the Support Agreement.~~page:

6“Using publicly available information (and with respect to the Company, information provided by management of the Company), J.P. Morgan calculated, for each selected company, the ratio between such selected company’s estimated cash net operating income for the twelve-month period following September 30, 2025 (and with respect to the Company, December 31, 2025) and such selected company’s implied real estate value as of September 30, 2025 (and with respect to the Company, December 31, 2025) (such ratio, the “Implied Cap Rate”). The results of these calculations are summarized as follows:

The Support Agreement will terminate upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms; (b) the Effective Time; (c) with respect to the Supporting Stockholder, the election of the Supporting Stockholder in its sole discretion to terminate the Support Agreement (x) following a Change in Recommendation prior to the time the Company Requisite Vote is obtained or (y) in the event that the Merger Agreement is amended, modified or supplemented in a manner that (i) decreases the Merger Consideration payable to the Supporting Stockholder (other than any such decrease in accordance with the Merger Agreement) or (ii) changes the form of the Merger Consideration payable to the Supporting Stockholder; and (d) with respect to the Supporting Stockholder, the termination of the Support Agreement by written agreement of each of Parent and the Supporting Stockholder.

	Implied Cap Rate
Avalon Bay Communities	6.2%
Camden Property Trust	6.0%
Essex Property Trust, Inc.	5.7%
Equity Residential	6.1%
Mid-America Apartments	6.2%
UDR, Inc.	6.4%
Veris Residential, Inc.	6.0%

~~Rollover Agreement~~”

~~Concurrently~~The ~~with~~sixth ~~the~~paragraph ~~execution~~on page 50 of the ~~Merger Agreement on~~Definitive ~~February~~Proxy ~~23,~~Statement ~~2026,~~is ~~Parent~~amended ~~entered into a Rollover~~ and ~~Contribution~~supplemented ~~Agreement~~by ~~(the~~adding ~~“Rollover Agreement”) with certain members of~~ the ~~Mack~~following ~~family~~underlined ~~(the “Rollover Holders”), the Company Partnership, Merger Sub I~~ and ~~Merger~~bolded ~~Sub II~~disclosures ~~with~~on ~~respect to Common Units held by~~ such Rollover Holders in the Company Partnership (the “Rollover Units”). Prior to the Closing, the Rollover Holders will use reasonable best efforts to cooperate with the Company Partnership in the execution of joinders to the Rollover Agreement by certain other holders of Common Units.page:

~~Immediately~~“Based ~~prior~~on the toresults ~~the~~of ~~Closing~~this analysis, J.P. Morgan selected an Implied Cap Rate reference range for the ~~Rollover~~Company ~~Holders~~of ~~shall~~5.75% ~~contribute,~~to 6.50%. J.P. Morgan ~~assign,~~then ~~transfer,~~applied ~~convey~~such ~~and~~Implied ~~deliver~~Cap ~~their~~Rate ~~Rollover~~reference ~~Units~~range to ~~Merger~~an ~~Sub~~estimate IIof the Company’s cash net operating income of $190 million (post management fee expenses and excluding adjustments for planned asset sales in 2026E) for the next twelve months following December 31, ~~free~~2025 based on the financial projections, to derive a range of implied real estate values for the Company. The range of implied real estate values was then adjusted by subtracting net debt and ~~clear~~other adjustments for the Company of ~~all~~$1,421 ~~Liens~~million as of December 31, ~~and~~2025, inbased ~~exchange~~on ~~therefor~~the financial projections, ~~Merger~~and dividing the result by the fully diluted number of the Shares outstanding ~~Sub~~of IIapproximately ~~will~~105.0 ~~issue~~million to ~~the~~105.5 ~~Rollover~~million ~~Holders~~as of December 30, ~~equity~~2025, ~~interests~~as inprovided ~~Merger~~by ~~Sub~~the IImanagement of the Company.”

InThe ~~addition,~~eighth ~~the~~paragraph ~~Rollover~~on ~~Holders~~page 50 ~~have agreed not to take certain actions, including (i) directly or indirectly selling, pledging, hypothecating, granting an option with respect to, transferring or disposing~~ of ~~its~~ ~~Rollover Units (or any interest therein) to any Person other than Merger Sub II, subject to certain exceptions, (ii) depositing~~ the ~~Rollover~~ ~~Units in a voting trust or enter into any tender, voting or other similar agreement, or grant a proxy or power of attorney, with~~Definitive ~~respect~~Proxy toStatement ~~the~~is ~~Rollover~~amended ~~Units,~~and orsupplemented ~~(iii)~~by ~~taking~~adding ~~any other action with respect to any of~~ the ~~Rollover~~following ~~Units~~underlined ~~that~~and ~~would~~bolded ~~reasonably~~disclosures beon ~~expected to,~~such ~~in any way prevent, materially interfere with or materially impair the performance of each Rollover Holder’s obligations under the Rollover Agreement.~~page:

~~Item~~“J.P. Morgan conducted a discounted cash flow analysis of the Company for the purpose of determining an implied equity value per share for the Shares using the unlevered free cash flows that the Company is expected to generate during calendar years 2026 through 2030 based on the financial projections. J.P. Morgan calculated a range of terminal values for the Company at the end of such period by applying terminal growth rates ranging from 2.25% to 2.75 % to the unlevered free cash flows of the Company during the terminal year of $163 million based on the financial projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2025 using a range of discount rates from 6.75% to 7.25%, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company derived using the capital asset pricing model and J.P. Morgan’s professional judgment and experience. The present value of the unlevered free cash flow estimates and range of terminal values were then adjusted by subtracting net debt and other adjustments for the Company of $1,421 million as of December 31, 2025, based on the financial projections and dividing the result by the fully diluted number of the Shares outstanding of approximately 105.020 ~~Termination~~million to 105.5 million as of ADecember 30, ~~Material~~2025, ~~Definitive~~as ~~Agreement~~provided by the management of the Company. The analysis indicated a range of implied per share equity value for the Shares (rounded to the nearest $0.25) of $16.00 to $22.50, as compared to the Merger Consideration of $19.00, the unaffected closing price of the Shares as of February 4, 2026 (the last trading day prior to the filing of the Erez Schedule 13D) of $15.42 per Share and the closing price of the Shares as of February 19, 2026 of $16.85. For purposes of its discounted cash flow analysis, J.P. Morgan treated stock-based compensation as a cash expense.”

OnThe ~~February~~section ~~23,~~of ~~2026,~~ the ~~Company~~Definitive ~~terminated~~Proxy ~~its~~Statement ~~equity~~entitled ~~distribution agreement dated November 15, 2023, relating to the Company’s $100 million at-the-market equity offering (the~~ “~~ATM Program”).~~The ~~Since~~Mergers ~~November~~– ~~15,~~Opinions ~~2023, an aggregate~~ of ~~133,759~~J.P. ~~shares~~Morgan ofSecurities ~~Common~~LLC ~~Stock were sold under the ATM Program,~~ and ~~the~~Morgan ~~Company~~Stanley & ~~has not sold any securities under the ATM Program since the quarter ended June 30, 2024~~Co. ~~Also~~LLC on– ~~February~~Opinion ~~23,~~of ~~2026,~~Morgan ~~the Company terminated its dividend~~Stanley & ~~reinvestment plan dated March 1, 1999 administered by Computershare, Inc~~Co. ~~(the~~LLC ~~“DRIP”).~~– ~~Since~~Summary ~~February~~of 1,Morgan ~~2023,~~Stanley’s ~~an aggregate~~Financial ofAnalyses ~~1,493~~– ~~shares~~Comparable ofPublic ~~the~~Companies ~~Company’s~~Analysis ~~common~~” ~~stock~~is ~~were~~amended ~~issued~~ and supplemented ~~sold~~as ~~under the DRIP.~~follows:

7The first full paragraph under the subheading “Comparable Public Companies Analysis” on page 54 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures and removing the strikethrough text on such page:

~~Item~~Morgan 5Stanley reviewed and compared certain publicly available and internal financial information, publicly available and internal ratios and publicly available market multiples relating to the Company with equivalent publicly available data for companies that were determined to be the most relevant to its analysis based on sharing share similar business characteristics with the Company as publicly listed multifamily REITS to derive an implied equity value reference range for the Company.02 ~~Departure~~Morgan ofStanley ~~Directors~~reviewed orthe ~~Certain~~following publicly-traded ~~Officers;~~companies ~~Election~~(which ofare ~~Directors;~~referred ~~Appointment~~to ofas ~~Certain~~“selected ~~Officers;~~companies”): ~~Compensatory~~AvalonBay ~~Arrangements~~Communities, Inc., ofCamden ~~Certain~~Property Trust, ~~Officers~~Equity Residential, Essex Property Trust, Inc., Mid-America Apartment Communities, Inc., and UDR, Inc.

OnThe ~~February~~section ~~22,~~of ~~2026,~~ the ~~Company~~Definitive ~~and~~Proxy ~~its~~Statement ~~wholly~~entitled owned subsidiary Veris Residential UK Ltd. entered into (i) an amendment to the amended and restated executive employment agreement dated March 8, 2024 by and between the Company and Mahbod Nia, Chief Executive Officer (the “~~Nia Amendment”), and (ii) an amendment to~~The ~~the~~Mergers ~~amended~~– ~~and~~Opinions ~~restated executive employment agreement dated June 9, 2021~~ of ~~Anna Malhari, Chief Operating Officer (the “Malhari Amendment”)~~J.P. ~~Also~~Morgan onSecurities ~~February~~LLC ~~22, 2026, the Company entered into (i) an amendment to the executive employment agreement dated January 11, 2022 by~~ and ~~between~~Morgan ~~the~~Stanley & ~~Company~~Co. ~~and~~LLC ~~Amanda~~– ~~Lombard,~~Opinion ~~Chief~~of ~~Financial~~Morgan ~~Officer (the “Lombard Amendment”),~~Stanley & and (ii) an amendment to the executive employment agreement dated March 25, 2022 by and between the Company and Taryn Fielder, Executive Vice President, General Counsel and Corporate Secretary (the “Fielder Amendment,” and together with the Nia Amendment, the Malhari Amendment and the Lombard Amendment, the “Amendments”)Co. ~~Under~~LLC ~~the~~– ~~terms~~Summary of ~~each~~Morgan ofStanley’s ~~the~~Financial ~~Amendments,~~Analyses ~~upon a~~– ~~termination~~Discounted ofCash ~~employment~~Flow ~~resulting~~Analysis” ~~from death, Disability, by the executive for Good Reason or by the Company without Cause (as each such capitalized term~~ is ~~defined~~amended inand ~~the executive employment agreements), then in addition to other amounts payable pursuant to the executive~~supplemented ~~employment agreements, each executive would be entitled to receive an amount equal to the average of the Annual Bonuses (~~as such term is defined in the executive employment agreements) paid to the executive during the three calendar years prior to the termination date, prorated for the number of days in the year of termination through the termination date, payable at the same time as the executive’s Annual Bonus for the year of termination would have been paid absent such termination.follows:

The ~~Amendments~~first ~~are~~paragraph ~~filed~~under asthe ~~Exhibits~~subheading ~~10.1, 10.2, 10.3 and 10.4 to this~~“Discounted ~~Current~~Cash ~~Report~~Flow Analysis” on ~~Form~~page 55 ~~8-K. The foregoing description~~ of the ~~Amendments~~Definitive ~~does~~Proxy ~~not~~Statement ~~purport to be complete and~~ is ~~subject~~amended ~~to,~~ and issupplemented ~~qualified in its entirety~~ by ~~the~~adding ~~terms and conditions of~~ the ~~Amendments,~~following underlined and ~~are~~bolded ~~incorporated~~disclosures byon ~~reference~~such ~~herein, and the foregoing description of the Amendments is qualified in its entirety by reference thereto.~~page:

~~Item~~Morgan ~~5.03~~Stanley ~~Amendments~~performed a discounted cash flow analysis, which is designed to ~~Articles~~imply a value of ~~Incorporation~~a company by calculating the present value of estimated future unlevered free cash flows and terminal value of the company. The “unlevered free cash flows” or ~~Bylaws;~~“free ~~Change~~cash flows” refer to a calculation of the future cash flows of an asset without including, in ~~Forum~~such calculation, any debt-servicing costs. The present value of a terminal value, representing the value of unlevered free cash flows beyond the end of the forecast period, is added to arrive at a total aggregate value. Outstanding debt of approximately $1.426 billion and preferred equity of approximately $9 million are subtracted and outstanding cash of approximately $14 million is added to arrive at an equity value. The implied equity value is then divided by the estimated number of fully diluted Shares of 104,901,918 Shares as of February 20, 2026, in order to arrive at an implied per share equity value for the Shares. For purposes of its discounted cash flow analysis, Morgan Stanley treated stock-based compensation as a cash expense.

OnThe ~~February~~second ~~22,~~paragraph ~~2026,~~under ~~in connection with~~ the ~~execution~~subheading ~~of the Merger~~“Discounted ~~Agreement,~~Cash ~~the~~Flow ~~Board adopted the First Amendment to the Fourth Amended and Restated Bylaws of the Company (the “Bylaw Amendment~~Analysis”~~). The~~ ~~Bylaw Amendment adds an exclusive forum provision providing that, unless a majority of the Board, acting~~ on ~~behalf~~page 55 of the ~~Company, consents~~Definitive inProxy ~~writing~~Statement tois anamended ~~alternative forum, the Circuit Court for Baltimore City, Maryland, Business~~ and ~~Technology~~supplemented ~~Case~~by ~~Management Program~~adding ~~(or, if~~ the ~~Circuit~~following ~~Court for Baltimore City, Maryland, Business and Technology Care Management Program, declines to accept or~~underlined ~~does not have jurisdiction, another state court within the State of Maryland (in the Business~~ and ~~Technology~~bolded ~~Case~~disclosures ~~Management~~on ~~Program to the extent available in~~ such other state court within the State of Maryland) or, if no state court located within the State of Maryland accepts or has jurisdiction, the U.S. District Court for the District of Maryland, Northern Division), to the fullest extent permitted by law, shall be the sole and exclusive forum for certain state corporate law or stockholder derivative actions, and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).page:

Morgan Stanley calculated ranges of implied per share equity values for the Shares based on a discounted cash flow analysis utilizing the Company Projections. The unlevered free cash flows from January 1, 2026 through the end of 2030 were discounted to present value using a range of discount rates from 6.7% to 7.8% representing the Company’s weighted average cost of capital, estimated using the capital asset pricing model method and based on considerations Morgan Stanley deemed relevant, taking into account macro-economic assumptions, estimates of risk, the Company’s capital structure and other appropriate factors.

AThe ~~copy~~first offull ~~the~~paragraph ~~Bylaw~~on ~~Amendment~~page 56 isof ~~filed with this Current Report on~~the ~~Form~~Definitive ~~8-K~~Proxy asStatement ~~Exhibit~~is ~~3.1~~amended and issupplemented ~~incorporated herein~~ by ~~reference,~~adding ~~and~~ the ~~foregoing~~following ~~description~~underlined ofand ~~the~~bolded ~~Bylaw~~disclosures ~~Amendment~~on issuch ~~qualified in its entirety by reference thereto.~~page:

~~Item~~Morgan 8Stanley then calculated a range of implied terminal values of the Company, as of December 31, 2030 by applying a range of implied exit capitalization rates of 5.015% to 6.0%, ~~Other~~which ~~Events~~was chosen based on Morgan Stanley’s professional judgment, to the forecasted adjusted stabilized net operating income of the Company for the year ended December 31, 2031 of $216 million. The implied terminal enterprise value of the Company was then discounted to present value using a range of the Company’s weighted average cost of capital as the discount rate. This present value of the implied terminal value of the Company was then added to the implied present value of the unlevered free cash flows as described above, subtracting outstanding debt of approximately $1.426 billion and preferred equity of approximately $9 million and adding outstanding cash of approximately $14 million as of the year ended December 31, 2025, and dividing by the estimated number of fully diluted Shares of 104,901,918 Shares as of February 20, 2026, all as provided by the Company’s management, to derive an implied per share equity value reference range for the Shares.

OnThe ~~February~~section ~~23,~~of ~~2026,~~ the ~~Company~~Definitive ~~issued~~Proxy aStatement ~~press~~entitled ~~release announcing~~“The ~~the~~Mergers ~~execution~~– Opinions of ~~the~~J.P. ~~Merger~~Morgan ~~Agreement.~~Securities ALLC ~~copy~~and ofMorgan ~~the~~Stanley & ~~press~~Co. ~~release~~LLC is– ~~attached~~Opinion asof ~~Exhibit~~Morgan 99Stanley & Co.1 toLLC ~~this~~– ~~Current~~Summary ~~Report~~of onMorgan ~~Form~~Stanley’s ~~8-K~~Financial ~~and~~ Analyses – Other Information” is ~~incorporated~~amended ~~herein~~and bysupplemented ~~reference.~~as follows:

~~Item~~The ~~9.01~~paragraph ~~Financial~~under ~~Statements~~the subheading “Other Information” on page 56 of the Definitive Proxy Statement is amended and ~~Exhibits.~~supplemented by adding the following underlined and bolded disclosures and removing the strikethrough text on such page:

Morgan Stanley observed certain additional factors that were provided as supplemental reference data for informational purposes to assist the Board in connection with its analysis. These additional factors were not considered part of Morgan Stanley’s financial analyses with respect to its opinion because the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated February 23, 2026 (dincluding Comparable Public Companies Analysis and Discounted Cash Flow Analysis) were ~~Exhibits~~deemed by Morgan Stanley, in its professional judgment, to provide a sufficient basis for rendering the opinion. but were referenced for informational purposes, including the following:

Exhibit Number		Description
2.1†		Agreement and Plan of Merger, dated February 23, 2026, by and among Veris Residential, Inc., Veris Residential, L.P., AC Residential Acquisition LP, AC Residential REIT LLC and AC Residential OP LP.
3.1		Amendment No. 1 to the Fourth Amended and Restated Bylaws of Veris Residential, Inc.
10.1		Amendment No. 1, dated February 22, 2026, to the Amended and Restated Executive Employment Agreement, dated March 8, 2024, by and between Veris Residential, Inc., Veris Residential UK Ltd. and Mahbod Nia.
10.2		Amendment No. 1, dated February 22, 2026, to the Amended and Restated Executive Employment Agreement, dated June 9, 2021, by and between Veris Residential, Inc., Veris Residential UK Ltd. and Annal Malhari.
10.3		Amendment No. 1, dated February 22, 2026, to the Executive Employment Agreement dated January 11, 2022, by and between Veris Residential, Inc. and Amanda Lombard.
10.4		Amendment No. 1, dated February 22, 2026, to the Executive Employment Agreement dated March 25, 2022, by and between Veris Residential, Inc. and Taryn Fielder.
99.1		Press Release, dated February 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The section of the Definitive Proxy Statement entitled “The Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley & Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Research Analyst Price Targets” is amended and supplemented as follows:

†The ~~Schedules~~paragraph ~~have~~under ~~been~~the ~~omitted~~subheading ~~pursuant~~“Research toAnalyst ~~Item~~Price ~~601(a)(5)~~Targets” ~~and~~on ~~Item~~page 57 ~~601(b)(2)~~ of ~~Regulation~~the ~~S-K.~~Definitive ~~The~~Proxy ~~Company~~Statement ~~hereby~~is ~~undertakes~~amended toand ~~furnish~~supplemented ~~supplemental copies of any of the omitted schedules upon request~~ by ~~the~~adding ~~SEC; provided, however, that~~ the ~~Company~~following ~~may request confidential treatment pursuant to Rule 24b-2 of the~~underlined ~~Exchange~~and ~~Act,~~bolded ~~for~~disclosures ~~any~~on ~~schedules~~such ~~so furnished.~~page:

9For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for the Shares prepared and published by six equity research analysts between December 17, 2024, and December 19, 2025. These targets reflect each analyst’s estimate of the future public market trading price of the Shares.

Cautionary Statement Regarding Forward-Looking Statements

Analyst	Price Target
A	$18.00
B	$17.50
C	$15.00
D	$16.00
E	$22.00
F	$17.00

~~This Current~~The ~~Report~~range onof ~~Form~~equity ~~8-K~~analyst ~~contains~~price ~~forward-looking~~targets for ~~statements within~~ the ~~meaning~~Shares ofwas ~~Section~~$15.00 ~~21E~~to ~~of the Securities Exchange Act of 1934, as amended~~$22.00. WeMorgan ~~intend~~Stanley ~~such~~then ~~forward-looking~~calculated ~~statements~~the tomedian beof ~~covered by~~ the ~~safe~~equity ~~harbor~~analyst ~~provisions~~price ~~for~~targets ~~forward-looking statements contained in Section 21E~~ of ~~such act~~$17.25 ~~Such~~per ~~forward-looking~~Share and ~~statements relate to, without limitation,~~ the ~~proposed~~mean ~~transaction,~~of ~~our~~$17.58 ~~future economic~~per ~~performance,~~Share. ~~plans~~The ~~and~~public ~~objectives~~market ~~for~~trading ~~future~~price ~~operations,~~targets ~~and~~published ~~projections~~by ofsecurities ~~revenue~~research ~~and~~analysts ~~other~~do ~~financial~~not necessarily ~~items.~~reflect ~~Forward-looking statements~~current ~~can~~market betrading ~~identified~~prices byfor the ~~use~~Shares ofand ~~words~~these ~~such~~estimates asare ~~“may,”~~subject ~~“will,”~~to ~~“assume~~uncertainties,” ~~“believe,” “contemplate,”~~including ~~“could,”~~the ~~“intend,” “predict,” “would,” “plan,”~~future ~~“potential,”~~financial ~~“projected,”~~performance ~~“should,”~~of ~~“expect,”~~Company ~~“anticipate,”~~and ~~“estimate,” “target,”~~future ~~“continue”~~financial ormarket ~~comparable terminology, although not all forward-looking statements contain these identifying words~~conditions.

~~Forward-looking statements~~The ~~are~~section ~~inherently subject to certain risks, trends, changes in circumstances and uncertainties, many~~ of ~~which we cannot predict with accuracy and some of which we may not anticipate, including, but not limited to: (i) historical financial information may not be representative of future results; (ii)~~ the ~~completion~~Definitive ofProxy ~~the~~Statement ~~proposed~~entitled ~~transaction on the anticipated terms and timing, or at all,~~“The ~~including~~Mergers ~~obtaining~~– ~~stockholder~~Opinions ~~approval, and the satisfaction~~ of ~~other~~J.P. ~~conditions~~Morgan toSecurities ~~the~~LLC completion of the proposed transaction as well as the failure to realize anticipated benefits of the proposed transaction; (iii) there may be significant transaction costs in connection with the proposed transaction and ~~the~~Morgan ~~proposed~~Stanley & ~~transaction~~Co. ~~may~~LLC be– ~~more~~Opinion ~~expensive to complete than anticipated, including as a result~~ of ~~unexpected~~ ~~factors~~Morgan ~~or events; (iv) there may be liabilities that are not known, probable or estimable at this time or unexpected costs,~~Stanley & ~~charges~~Co. orLLC ~~expenses;~~– ~~(v)~~Summary ~~the occurrence~~ of ~~any~~Morgan event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (vi) any effect of the announcement of the proposed transaction on the CompanyStanley’s ~~ability~~Financial toAnalyses ~~operate~~– ~~its~~Illustrative ~~business~~Precedent ~~and~~Transaction ~~retain~~Premiums” ~~and~~is ~~hire key personnel and to maintain favorable business~~amended ~~relationships; (vii) the proposed transaction may result in the diversion of management’s time~~ and ~~attention~~supplemented from ordinary course business operations to issues relating to the proposed transaction; (viii) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unfavorable outcome of legal proceedings related to the proposed transaction; (x) the risk that the Company’s share price may decline significantly if the proposed transaction is not consummated; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as ~~well~~ ~~as management’s response to any of the aforementioned factors; and (xiii) other risks and uncertainties detailed in periodic reports that the Company files with the SEC.~~follows:

~~There can~~The besubheading no“Illustrative ~~assurance~~Precedent ~~that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated~~Transaction ~~time~~Premiums” ~~period.~~on ~~While~~page 57 ~~the list~~ of ~~factors presented here is, and~~ the ~~list~~Definitive ~~of factors presented in the proxy statement, in preliminary and definitive form, on Schedule 14A (the “~~Proxy Statement”) ~~will~~is ~~be,~~amended ~~considered representative, no such list should be considered to be a complete statement of all potential risks~~ and ~~uncertainties~~supplemented and should be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments, circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by ~~these~~adding ~~forward-looking statements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should specifically consider~~ the ~~factors~~following ~~identified~~underlined ~~in this communication that could cause actual results to differ. Furthermore, new risks~~ and ~~uncertainties arise from time to time, and it~~bolded isdisclosures ~~impossible~~on ~~for~~such ~~us to predict those events or how they may affect us.~~page:

10Morgan Stanley considered premiums paid in selected public transactions in the last ten years in which the consideration was cash and the target company was a REIT, which transactions were selected based on Morgan Stanley’s professional judgment. The premiums paid in such transactions represented a median of 26% with respect to one-day premiums to unaffected prices.

Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.

Date	Acquiror	Target
26-Feb	Brookfield Asset Management	Peakstone Realty Trust
25-Dec	Blackstone, DivcoWest, MW Group	Alexander & Baldwin
25-Oct	Ares / Makarora Management	Plymouth Industrial REIT
25-Sep	Rithm Capital	Paramount Group
25-Jul	Elliott Investment Management	City Office REIT
24-Nov	Blackstone	Retail Opportunity Investments Corp.
24-Apr	Blackstone	Apartment Income REIT
24-Jan	Blackstone	Tricon Residential
23-Aug	KSL	Hersha Hospitality
22-Sep	GIC, Oak Street	STORE Capital
22-Apr	Blackstone	PS Business Parks
22-Apr	Blackstone	American Campus Communities
22-Feb	Blackstone	Preferred Apartment Communities
21-Nov	American Tower	CoreSite Realty Corporation
21-Nov	KKR, Global Infrastructure Partners	CyrusOne
21-Nov	Cerberus, Highgate Hotels	CorePoint Lodging
21-Nov	Industrial Logistics Properties Trust	Monmouth Real Estate Investment Corp.
21-Sep	PIMCO	Columbia Property Trust
21-Jun	Blackstone	QTS Realty Trust
20-Feb	Simon Property Group	Taubman Centers
18-Jul	Brookfield Asset Management	Forest City Realty Trust
18-Jun	Greystar Real Estate Partners	Education Realty Trust
18-May	Blackstone	Gramercy Property Trust
18-Apr	Welltower	Quality Care Properties
17-Jul	Greystar Led Group	Monogram Residential Trust
17-Jun	CPPIB	Parkway
17-Jun	Government Properties Income Trust	First Potomac Realty Trust
17-Feb	Tricon Capital Group	Silver Bay Realty Trust
17-Jan	Starwood Capital Group	Milestone Apartments
16-Feb	Brookfield Asset Management	Rouse Properties

~~Additional~~The ~~Information~~section of the Definitive Proxy Statement entitled “The Mergers – Opinions of J.P. Morgan Securities LLC and ~~Where~~Morgan toStanley & ~~Find~~Co. ~~It;~~LLC – Opinion of Morgan Stanley & NoCo. ~~Offer~~LLC or– ~~Solicitation;~~Summary of Morgan Stanley’s Financial Analyses – General” is amended and supplemented as follows:

~~In connection~~The ~~with~~first ~~the~~full ~~proposed~~paragraph ~~Merger,~~on ~~the~~page 59 ~~Company~~of ~~intends to file relevant materials with~~ the Definitive ~~SEC, including a~~ Proxy Statement~~. This~~ ~~Current Report on Form 8-K~~ is ~~not~~amended aand ~~substitute~~supplemented ~~for~~by ~~the~~adding ~~Proxy Statement or any other document that~~ the ~~Company~~following ~~may~~underlined ~~file~~and ~~with~~bolded ~~the SEC~~disclosures orand ~~send~~removing ~~to its stockholders in connection with~~ the ~~proposed merger. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE~~strikethrough text ~~PROXY~~on STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGERS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGERS AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF STOCKHOLDERS. All such ~~documents, when filed, may be obtained free of charge at the SEC’s website (http~~page://www.sec.gov). These documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the Company’s website at https://investors.verisresidential.com/sec-filings.

~~This~~Under ~~Current~~the ~~Report~~terms of onits ~~Form~~engagement ~~8-K~~letter isdated ~~also~~February 20, ~~not~~2026, ~~intended~~Morgan Stanley provided the Company with financial advisory services and a financial toopinion, and ~~does~~the ~~not~~Company ~~constitute~~has agreed to pay Morgan Stanley an ~~offer~~aggregate fee up to ~~sell~~$17 ormillion, $1.5 million of which was earned following the ~~solicitation~~delivery of anthe ~~offer~~opinion to(and ~~subscribe~~was ~~for~~not orcontingent ~~buy~~on orconclusions anreached ~~invitation~~by toMorgan ~~purchase~~Stanley) ordescribed ~~subscribe~~in this section ~~for~~and ~~any~~attached ~~securities~~to orthis proxy statement as Annex D and the ~~solicitation~~remaining portion of ~~any~~which ~~vote~~is orpayable ~~approval~~upon the closing of the Mergers. In addition, the Company has also agreed to reimburse Morgan Stanley for its expenses reasonably incurred in ~~any~~performing ~~jurisdiction~~its services. In addition, the ~~nor~~Company ~~shall~~has ~~there~~agreed beto ~~any~~indemnify ~~sale~~Morgan Stanley and its affiliates, ~~issuance~~their orrespective ~~transfer~~directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities inlaws, ~~any~~related ~~jurisdiction~~to inor ~~contravention~~arising out of ~~applicable~~or ~~law~~in connection with Morgan Stanley’s engagement.

~~Participants~~Cautionary inStatement ~~the~~Regarding ~~Solicitation~~Forward-Looking Statements

~~The Company,~~This ~~its~~Current ~~directors~~Report ~~and~~on ~~certain~~Form 8-K ofcontains forward-looking ~~its~~statements ~~executive~~within ~~officers and employees may be deemed participants in~~ the ~~solicitation~~meaning of ~~proxies from~~Section 21E ~~stockholders~~of ~~in connection with~~ the ~~proposed~~Securities ~~merger.~~Exchange ~~Information~~Act ~~regarding~~of ~~the~~1934, ~~names~~as ofamended. ~~the~~We ~~Company’s~~intend ~~directors~~such ~~and executive~~forward-looking ~~officers~~statements ~~and~~to ~~certain~~be ~~other~~covered ~~individuals~~by ~~and their respective interests in~~ the ~~Company~~safe byharbor ~~security~~provisions ~~holdings~~for orforward-looking ~~otherwise~~statements iscontained ~~set forth~~ in ~~the~~ ~~Company’s~~Section 21E ~~definitive~~of ~~proxy~~the ~~statement~~Securities Exchange onAct ~~Schedule~~of ~~14A~~1934. ~~for~~Such ~~its~~forward-looking ~~2025~~statements ~~annual~~relate ~~meeting~~to, ofwithout ~~stockholders~~limitation, ~~filed with~~ the ~~SEC on April 29~~Transactions, ~~2025~~our ~~(the~~future ~~“2025~~economic ~~Definitive Proxy”)~~performance, ~~which is available here,~~ plans and ~~the~~objectives ~~Company’s~~for ~~Form~~future ~~8-K~~operations, ~~filed~~and ~~with~~projections ~~the~~of ~~SEC~~revenue onand ~~July~~other ~~23,~~financial ~~2025,~~items. ~~which~~Forward-looking isstatements ~~available~~can ~~here.~~be identified ~~Please~~by ~~refer to~~ the ~~sections~~use ~~captioned~~of ~~“Directors~~words ~~and~~such ~~Executive~~as ~~Officers~~“may,” “~~Compensation~~will,” ~~Discussion~~“assume,” ~~and~~“believe,” ~~Analysis~~“contemplate,” “~~Executive Compensation~~could,” ~~and~~ “~~Potential~~intend,” ~~Payments Upon Termination or Change of Control~~“predict,” ~~in the 2025 Definitive Proxy for more information. To the extent that certain Company participants or their affiliates have acquired or disposed of security holdings since the~~ “aswould,” of“plan,” ~~date disclosed in the 2025 Definitive Proxy~~“potential,” ~~such transactions have been or will be reflected~~“projected,” on“should,” ~~Initial Statements of Beneficial Ownership on Form 3~~“expect,” ~~Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D filed with the SEC~~“anticipate,” ~~which are available at: https://www.sec.gov/cgi-bin/browse-edgar?CIK=0000924901&owner=exclude. Such filings~~“estimate,” the 2025 Definitive Proxy and the aforementioned Form 8-K are available free of charge on the Company’s website at https://investors.verisresidential.com/sec-filings or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants“target,” ~~and~~“continue” ~~their direct~~ or ~~indirect~~comparable ~~interests~~terminology, byalthough ~~security~~not ~~holdings~~all orforward-looking ~~otherwise,~~statements ~~will~~contain bethese ~~set~~identifying ~~forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the proposed merger~~words.

11Forward-looking statements are inherently subject to certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with accuracy and some of which we may not anticipate, including, but not limited to: (i) historical financial information may not be representative of future results; (ii) the completion of the Transactions on the anticipated terms and timing, or at all, and the satisfaction of other conditions to the completion of the Transactions as well as the failure to realize anticipated benefits of the Transactions; (iii) there may be significant transaction costs in connection with the Transactions and the Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transactions, including in circumstances requiring the Company to pay a termination fee; (vi) any effect of the announcement of the Transactions on the Company’s ability to operate its business and retain and hire key personnel and to maintain favorable business relationships; (vii) the Transactions may result in the diversion of management’s time and attention from ordinary course business operations to issues relating to the Transactions; (viii) certain restrictions during the pendency of the Transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unfavorable outcome of legal proceedings related to the Transactions; (x) the risk that the Company’s share price may decline significantly if the Transactions are not consummated; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors; and (xiii) other risks and uncertainties detailed in periodic reports that the Company files with the SEC.

~~SIGNATURE~~There can be no assurance that the Transactions will be completed, or if they are completed, that it will close within the anticipated time period. While the list of factors presented here and in the Definitive Proxy Statement on Schedule 14A filed with the SEC and mailed to stockholders on or about April 10, 2026 is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments, circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

~~Pursuant~~Although towe believe that the ~~requirements~~expectations ofreflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations ~~Securities~~will ~~Exchange~~be ~~Act~~achieved as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements, many of ~~1934~~which are beyond the Company’s control. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, and the ~~registrant~~risks ~~has~~and ~~duly~~uncertainties ~~caused~~described ~~this~~in ~~report~~the section entitled “Risk Factors Relating to the beMergers” ~~signed~~in onthe ~~its~~Definitive ~~behalf~~Proxy Statement, which are incorporated herein by ~~the~~reference. The Company assumes no obligation to ~~undersigned~~update ~~hereunto~~or ~~duly~~supplement ~~authorized~~forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.

Date: February 23, 2026	VERIS RESIDENTIAL, INC.
	By:	/s/ Amanda Lombard
	Name:	Amanda Lombard
	Title:	Chief Financial Officer
Date: February 23, 2026	VERIS RESIDENTIAL, L.P.
	By:	Veris Residential, Inc.,
		its general partner
	By:	/s/ Amanda Lombard
	Name :	Amanda Lombard
	Title:	Chief Financial Officer

Additional Information and Where to Find It; No Offer or Solicitation

12In connection with the Transactions, the Company filed on April 10, 2026, the Definitive Proxy Statement. This Current Report on Form 8-K is not a substitute for the Definitive Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Transactions. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PARENT, THE MERGER SUBS AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF STOCKHOLDERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov). These documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the Company’s website at https://investors.verisresidential.com/sec-filings.

This Current Report on Form 8-K is also not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

The Company, its directors and certain of its executive officers and employees may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed Mergers. Information regarding the names of the Company's directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Definitive Proxy Statement and other relevant materials filed with the SEC in connection with the Mergers (if and when they become available). Such filings are available free of charge on the Company's website at https://investors.verisresidential.com/sec-filings or through the SEC's website at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 15, 2026	VERIS RESIDENTIAL, INC.

	By:	/s/ Amanda Lombard
		Amanda Lombard
		Chief Financial Officer

Filing Compare · Veris Residential, Inc.