MACFARLANE VICTOR B 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential (VRE) Director Victor MacFarlane Sells Shares
What Happened
Victor MacFarlane, a director of Veris Residential, disposed of 36,977 common shares and 26,034.142 phantom/derivative shares on May 27, 2026. Under the merger agreement, each Veris share was converted into the right to receive $19.00 in cash, so the combined 63,011.142 shares were cashed out for approximately $1.20 million (before any applicable withholding taxes).
Key Details
- Transaction date: May 27, 2026 (effective time of the merger).
- Consideration: $19.00 per share under the Merger Agreement; total cash ~ $1,197,212 before withholding.
- Share counts: 36,977 common shares disposed; 26,034.142 vested phantom stock units converted (derivative).
- Transaction type/codes: Disposition to issuer (shares cancelled and converted to cash).
- Shares owned after transaction: Not disclosed on the Form 4 filing.
- Footnotes: (F1) Stock cancelled and converted to cash per merger terms; (F2) Vested phantom stock units converted to cash based on underlying shares. Net proceeds subject to applicable withholding taxes.
- Filing timeliness: Reported on the same date as the effective merger (May 27, 2026).
Context
This was not an open-market sale or voluntary insider sale but a mandatory cash-out of holdings and vested director deferred-compensation units as part of the company’s merger. Such merger-driven dispositions reflect the deal terms rather than an individual insider’s trading decision; purchases would generally be a stronger signal of insider conviction.
Insider Transaction Report
- Disposition to Issuer
Common Stock, $0.01 par value
[F1]2026-05-27−36,977→ 0 total - Disposition to Issuer
Phantom Stock Units
[F2]2026-05-27−26,034.142→ 0 total→ Common Stock, $0.01 par value (26,034.142 underlying)
Footnotes (2)
- [F1]On May 27, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among the Veris Residential, Inc. (the "Issuer"), Veris Residential, L.P., AC Residential Acquisition LP ("Parent"), AC Residential REIT LLC ("Merger Sub I"), and AC Residential OP LP, the Issuer merged with and into Merger Sub I (the "Merger") and each share of the Issuer's common stock, par value $0.01 per share (the "Shares"), held by the reporting person was cancelled and converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration"), without interest thereon and less applicable withholding taxes.
- [F2]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the effective time of the Merger (the "Effective Time"), vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.