Cumenal Frederic 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential (VRE) Director Frederic Cumenal Receives Cash in Merger
What Happened
Frederic Cumenal, a director of Veris Residential, had 47,132 common shares and 37,692.433 vested phantom stock units cancelled on May 27, 2026 as part of the company’s merger. Per the merger agreement, each share (and each share underlying the phantom units) was converted into the right to receive $19.00 in cash. The combined consideration for the cancelled interests is approximately $1,611,664.23 (47,132 × $19 = $895,508.00; 37,692.433 × $19 ≈ $716,156.23), subject to applicable tax withholdings.
Key Details
- Transaction date: May 27, 2026 (effective time of the merger)
- Consideration: $19.00 per share (cash), total ≈ $1,611,664.23 before withholding
- Shares/units cancelled: 47,132 common shares; 37,692.433 vested phantom stock units (total 84,824.433)
- Shares owned after transaction: reporting person’s shares and these vested phantom units were cancelled (no remaining interest from these holdings)
- Footnotes: F1 = common shares cancelled and converted to cash under the Merger Agreement; F2 = vested phantom stock units likewise converted to cash under the Issuer’s deferred compensation plan
- Filing timeliness: Reported on May 27, 2026 (same day of the effective transaction); no late filing indicated
Context
This was not an open-market sale but a merger-related disposition: holdings were converted into merger consideration per the acquisition agreement. Vested phantom units are a form of deferred compensation that, per the agreement, were cash-settled based on underlying share count × $19. Because the disposition resulted from the merger, it reflects contract terms rather than an individual trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock, $0.01 par value
[F1]2026-05-27−47,132→ 0 total - Disposition to Issuer
Phantom Stock Units
[F2]2026-05-27−37,692.433→ 0 total→ Common Stock, $0.01 par value (37,692.433 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.