MACFARLANE VICTOR B 4

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.