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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-13274 Veris Residential, Inc.

Commission File Number: 333-57103: Veris Residential, L.P.

VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

(Exact Name of Registrant as specified in its charter)


Maryland (Veris Residential, Inc.)			22-3305147 (Veris Residential, Inc.)
Delaware (Veris Residential, L.P.)			22-3315804 (Veris Residential, L.P.)
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey			07311
(Address of principal executive offices)			(Zip code)

(732) 590-1010

(Registrant’s telephone number, including area code)

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


(Title of Each Class)	Trading Symbol(s)	(Name of Each Exchange on Which Registered)
Veris Residential, Inc.
Common Stock, $0.01 par value	VRE	New York Stock Exchange

Veris Residential, L.P.
None	N/A	None

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.


Veris Residential, Inc.			Yes o No x
Veris Residential, L.P.			Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Veris Residential, Inc.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Veris Residential, L.P.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


Veris Residential, Inc.			o
Veris Residential, L.P.			o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


Veris Residential, Inc.			o
Veris Residential, L.P.			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)


Veris Residential, Inc.			Yes o No ☒
Veris Residential, L.P.			Yes o No ☒

As of June 30, ~~2024~~2025, the aggregate market value of the voting stock held by non-affiliates of Veris Residential, Inc. was $1,~~212~~208,~~706~~976,~~217~~178. The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date. This calculation does not reflect a determination that persons are affiliates for any other purpose. The registrant has no non-voting common stock.

As of February 1816, ~~2025~~2026, 9293,~~954~~458,~~360~~388 shares of common stock, $0.01 par value, of Veris Residential, Inc. (“Common Stock”) were outstanding.

Veris Residential, L.P. does not have any class of common equity that is registered pursuant to Section 12 of the Exchange Act.

LOCATION OF EXHIBIT INDEX: The index of exhibits is contained herein on page number 9295.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Veris Residential, Inc.’s definitive proxy statement for fiscal year ended December 31, ~~2024~~2025 to be issued in conjunction with the registrant’s annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026 are incorporated by reference in Part III of this Form 10-K. The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the registrant’s fiscal year ended December 31, ~~2024~~2025.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, ~~2024~~2025 of Veris Residential, Inc. and Veris Residential, L.P. Unless stated otherwise or the context otherwise requires, references to the “Operating Partnership” mean Veris Residential, L.P., a Delaware limited partnership, and references to the “General Partner” mean Veris Residential, Inc., a Maryland corporation and real estate investment trust (“REIT”), and its subsidiaries, including the Operating Partnership. References to the “Company,” “Veris,” “we,” “us” and “our” mean collectively the General Partner, the Operating Partnership and those entities/subsidiaries consolidated by the General Partner.

The Operating Partnership conducts the business of providing management, leasing, acquisition, development and tenant-related services for its General Partner. The Operating Partnership, through its operating divisions and subsidiaries, including the Veris property-owning partnerships and limited liability companies, is the entity through which all of the General Partner’s operations are conducted. The General Partner is the sole general partner of the Operating Partnership and has exclusive control of the Operating Partnership’s day-to-day management.

As of December 31, ~~2024~~2025, the General Partner owned an approximate 91.56 percent common unit interest in the Operating Partnership. The remaining approximate 8.54 percent common unit interest is owned by limited partners. The limited partners of the Operating Partnership are (1) persons who contributed their interests in properties to the Operating Partnership in exchange for common units (each, a “Common Unit”) or preferred units of limited partnership interest in the Operating Partnership or (2) recipients of long term incentive plan units of the Operating Partnership pursuant to the General Partner’s executive compensation plans.

A Common Unit of the Operating Partnership and a share of common stock of the General Partner (the “Common Stock”) have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Company. The General Partner owns a number of common units of the Operating Partnership equal to the number of issued and outstanding shares of the General Partner’s common stock. Common unitholders (other than the General Partner) have the right to redeem their Common Units, subject to certain restrictions under the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”) and agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance. The redemption is required to be satisfied in shares of Common Stock of the General Partner, cash, or a combination thereof, calculated as follows: one share of the General Partner’s Common Stock, or cash equal to the fair market value of a share of the General Partner’s Common Stock at the time of redemption, for each Common Unit. The General Partner, in its sole discretion, determines the form of redemption of Common Units (i.e., whether a common unitholder receives Common Stock of the General Partner, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock of the General Partner as opposed to cash, the General Partner is obligated to issue shares of its Common Stock to the redeeming unitholder. Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the General Partner under any circumstances. With each such redemption, the General Partner’s percentage ownership in the Operating Partnership will increase. In addition, whenever the General Partner issues shares of its Common Stock other than to acquire Common Units, the General Partner must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to the General Partner an equivalent number of Common Units. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the annual reports on Form 10-K of the General Partner and the Operating Partnership into this single report provides the following benefits:

•enhance investors’ understanding of the General Partner and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business of the Company;

•eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosure applies to both the General Partner and the Operating Partnership; and

•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between the General Partner and the Operating Partnership in the context of how they operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of the General Partner. The General Partner does not have any significant assets, liabilities or operations, other than its interests in the Operating Partnership, nor does the Operating Partnership have employees of its own. The Operating Partnership, not the General Partner, generally executes all

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significant business relationships other than transactions involving the securities of the General Partner. The Operating Partnership holds substantially all of the assets of the General Partner, including ownership interests in joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the General Partner, which are contributed to the capital of the Operating Partnership in consideration of common or preferred units in the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under the Company’s revolving credit facility, the issuance of secured and unsecured debt and equity securities, and proceeds received from the disposition of properties and joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the General Partner and the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements as is the General Partner’s interest in the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements comprise the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the General Partner’s financial statements are the same noncontrolling interests at the Operating Partnership’s level and include limited partners of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the General Partner and Operating Partnership levels.

To help investors better understand the key differences between the General Partner and the Operating Partnership, certain information for the General Partner and the Operating Partnership in this report has been separated, as set forth below:

•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable;

•Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for the General Partner and the Operating Partnership:

•Note 2. Significant Accounting Policies, where applicable;

•Note 13. Redeemable Noncontrolling Interests;

•Note 14. Veris Residential, Inc.’s Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital;

•Note 15. Noncontrolling Interests in Subsidiaries; and

•Note 16. Segment Reporting, where applicable.

This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the General Partner and the Operating Partnership in order to establish that the requisite certifications have been made and that the General Partner and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

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FORM 10-K

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PART I		Page No.
Item 1	Business	5
Item 1A	Risk Factors	910
Item 1B	Unresolved Staff Comments	2022
Item 1C	Cybersecurity	2022
Item 2	Properties	2224
Item 3	Legal Proceedings	2426
Item 4	Mine Safety Disclosures	2426
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2426
Item 6	Reserved	2628
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2628
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	3336
Item 8	Financial Statements and Supplementary Data	3436
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3437
Item 9A	Controls and Procedures	3537
Item 9B	Other Information	3638
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3639
PART III
Item 10	Directors, Executive Officers and Corporate Governance	3740
Item 11	Executive Compensation	3740
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3740
Item 13	Certain Relationships and Related Transactions, and Director Independence	3740
Item 14	Principal Accounting Fees and Services	3740
PART IV
Item 15	Exhibits and Financial Statement Schedules	3841
Item 16	Form 10-K Summary	3841
EXHIBIT INDEX		9295
SIGNATURES		9699

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PART I

ITEM 1. BUSINESS

GENERAL

Veris Residential, Inc., a Maryland corporation, together with its subsidiaries (collectively the “General Partner”), is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”).

The Company owns, operates and develops multifamily rental properties located primarily in the Northeast, as well as a portfolio of non-strategic land and commercial assets. The Company's istechnology-enabled, ~~focused~~vertically onintegrated ~~conducting~~operating ~~business~~platform indelivers a ~~socially,~~contemporary ~~ethically,~~living ~~and~~experience ~~environmentally~~aligned ~~responsible~~with ~~manner,~~residents' preferences while ~~seeking~~positively impacting the communities it serves to maximize value for all stakeholders. Veris Residential, Inc. was incorporated on May 24, 1994.

The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 91.56 percent and 91.45 percent common unit interest in the Operating Partnership as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

As of December 31, ~~2024~~2025, the Company owned or had interests in 2217 multifamily rental properties, as well as non-~~strategic~~core assets comprised of three parking/retail properties, plus developable land (collectively, the "Properties"). The Properties are comprised of: (a) 1916 wholly-owned or Company-controlled properties, comprised of 1613 multifamily properties and three non-core assets, plus developable land and (b) ~~six~~four multifamily properties owned by unconsolidated joint ventures in which the Company has investment interests. The Properties are located in ~~three~~New ~~states~~Jersey, ~~in the Northeast~~Massachusetts, ~~plus~~and the District of Columbia. For more information on the Properties, refer to Item 2.

THE COMPANY

The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with premium amenities and offerings, including facilities such as clubrooms and lounges, ~~state-of-the-art~~ fitness centers, dog parks and rooftop swimming pools, as well as sustainability-driven features ~~like~~including electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs. The Company believes that amenities such as the ones offered at our multifamily properties drive resident satisfaction, command higher monthly rents, and generate additional revenues through amenity fees. When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue. The Company's portfolio has an average age of nine years.

The Company’s multifamily properties have an average age of eight years, typically requiring lower maintenance capital expenditures than a more mature portfolio. The Company believes that this factor provides it with a competitive advantage as it can retain more capital and generate a higher yield than an older portfolio.

The Company has a fully integrated real estate platform with operational, investment, development, financial and management services provided in-house. The platform is underpinned by a commitment to technological enhancement and innovations which allow the Company to improve efficiency, optimize net operating income, and augment the resident experience, while eliminating costly manual processes that are time consuming and prone to human error. These technological enhancements combined with our experienced team have created a platform that is nimble and scalable, positioning the Company for growth.

Investment Strategy

The Company seeks to grow its portfolio of Class A multifamily assets through a combination of acquisitions, value-add redevelopments and developments. The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and acquisitions. ~~These~~A ~~investments~~key ~~will~~component ~~convert~~of the Company’s current capital allocation strategy is the reduction of leverage through the use of asset sale proceeds and excess cash flow to repay debt, converting low- to no-yielding assets into ~~cash-flowing,~~earnings ~~high~~growth ~~quality~~through ~~assets~~improved ~~with~~borrowing ~~strong~~costs ~~growth~~and ~~prospects~~credit terms. The Company may also seek to grow by raising capital through other sources such as through follow-on equity offerings, equity method investments and additional debt.

The Company believes it has strong relationships and networks to source off-market acquisition opportunities and seeks to add value to newly acquired properties by integrating them into its sustainability and technology-focused platform. The Company has a robust and disciplined underwriting process, and experienced investments and capital markets teams. ~~The~~When ~~Company~~evaluating ~~has~~investments, ~~extensive~~the ~~experience~~Company ~~acquiring~~considers ~~residential~~the ~~assets~~impact ~~nationally~~on asleverage, ~~well~~liquidity asand inoverall ~~its~~balance ~~core~~sheet ~~focus~~strength. ~~area~~The ofCompany has the ~~Northeast~~capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units,

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and ~~has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, and~~ recycling capital through dispositions of non-strategic assets. When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio.

Environmental Risk Management & Energy Resilience

The Company aims to conduct its business, development and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders. The Company’s dedicated in-house team initiates and applies sustainable practices throughout its business, including property operations and the resident experience. The Company’s multifamily portfolio has environmental conservation considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions – integrated into many existing properties. The Company has also invested in energy-saving technology, such as those for irrigation, lighting and HVAC, to positively impact resident experience and asset value over the long-term. As a result of these efforts, 7975% of our managed multifamily communities are green certified (LEED®, ENERGY STAR® or equivalent). The Company believes that its focus on sustainability also enhances value for the Company in the short-term, through cost savings ~~in utility expenses~~ and ~~higher~~greater interest from sustainability conscious residents.

Equally important is the Company’s focus on supporting the health and well-being of its employees, residents and tenants, which the Company has enhanced through the inclusion of on-site amenity offerings, including ~~hydroponics~~hydroponic gardens, fitness centers and on-demand fitness programs, as well as health and safety considerations across the portfolio and within its corporate offices. The Company’s efforts led to the achievement of WELL® Health-Safety rating across all of its managed locations.

AThe ~~significant part of the~~ Company’s ~~commitment to environmental, social and governance (“ESG”)~~ is ~~its~~committed ~~commitment~~ to transparent reporting of corporate responsibility performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders. The Company publishes an annual report covering ~~its~~these ~~ESG~~ initiatives, which is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals. The report includes the Company’s strategy, key performance indicators, annual like-for-like comparisons and year-over-year achievements.

As a long-term owner and active manager of real estate assets in operation and under development, the Company recognizes that climate change is no longer just a potential threat but today’s reality. As a result, the Company is taking action to mitigate its carbon footprint by assessing risks and adapting its business to ensure it is well positioned over the long-term. Event-driven (acute) and longer-term (chronic) physical risks that may result from climate change could have a material adverse effect on the Company’s properties, operations and business. Responsibility for assessing and managing these climate-related risks and initiatives is owned by every team throughout the Company, with oversight by a cross-functional task force comprised of management and the Board's Nominating, Environmental, Social and Governance Committee. The Company views its proactive assessment of risks related to climate change as an opportunity to protect asset value and as such, is implementing measures, planning and decision-making processes to protect its investments by improving resilience. ~~Compared~~In ~~to 2019~~2024, the Company ~~met~~achieved ~~its~~a ~~target~~58% ~~validated~~decrease byin ~~the Science Based Target initiative to reduce~~ its ~~like-for-like~~comparable Scope 1 and 2 greenhouse gas emissions, bythereby ~~54%~~maintaining its goal reached in 2022 as confirmed by the Science Based Target initiative, ~~with~~when ~~further~~compared ~~reduction~~to byits ~~12%~~performance in ~~2023~~2019.

HUMAN CAPITAL RESOURCES

As of December 31, ~~2024~~2025, the Company had ~~approximately~~181 ~~188~~ employees, and 2624 percent of its employees have been with the Company for at least 10 years. The Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees. Such efforts have included establishing employee affinity groups and introducing company-wide diversity training. The Company is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women Empowerment Principles. Currently, five of the nine members (or 56 percent) of the Company’s Board of Directors are female and/or racially or ethnically diverse.

~~The~~Workforce Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees. Such efforts have included establishing employee affinity groups and introducing company wide diversity ~~training.~~as ~~The Company is a signatory~~ of ~~the CEO Action for Diversity & Inclusion Pledge and the UN Women Empowerment Principles. Currently~~December 31, ~~five~~2025 ~~of the nine members~~ (orexcluding 56employees ~~percent)~~that ofdid ~~the~~not ~~Company’s Board of Directors are female and/or racially diverse.~~self-identify):

~~Workforce~~•61 ~~diversity~~percent as of ~~December 31~~the Company’s employees identified as male, ~~2024~~38 ~~(excluding~~percent ~~three~~as ~~employees~~female ~~that~~and ~~did~~one ~~non~~percent ~~self~~as non-~~identify):~~binary;

•5856 percent of the Company’s employees ~~identified~~identify as ~~male,~~racially 41or ~~percent~~ethnically ~~as female and below one percent as non-binary~~ diverse.

~~•52~~Employee ~~percent~~Incentives ~~of the Company’s employees were persons of color or other minority groups, consistent with 52 percent a year earlier.~~

The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward high performing employees. The Company provides a comprehensive benefits package intended

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~~Employee~~to ~~Incentives~~meet and exceed the needs of its employees and their families. The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals. The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.

The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward highly performing employees. The Company provides a comprehensive benefits package intended to meet and exceed the needs of its employees and their families. The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals. The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.

In addition to flexible working arrangements, the Company offers the following enrichment opportunities and benefits to all eligible employees:

•A 401(k) plan with a history of annual discretionary Company employee match or profit sharing contributions;

•Minimum paid time off of 20 days in addition to public holidays, sick leave and other leaves offered by the company;

•Ability to rollover or donate certain paid time off;

•A 12-week fully paid parental leave;

•A legal aid program; and

•In house training and tuition reimbursement for select education costs.

The Company also promotes the philanthropic efforts of its employees by providing 24 hours of paid time off toward ~~volunteerism~~volunteering and matching employee charitable contributions dollar for dollar (up to $1,000 per employee per year).

More information regarding the Company’s human capital policies, programs and initiatives is available in the "Governance" tab under the “Investors” section of its public website and the Company’s report covering its ESG initiatives. Information contained on or accessed through the Company’s website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference.

COMPETITION

We face competition from other real estate companies to acquire, develop and manage multifamily properties. As an owner and operator of multifamily properties, we also face competition for prospective residents from other operators, including newly developed buildings in our established markets, whose properties may be perceived to offer a better location, amenities, or ~~better~~unit ~~amenities~~finishes or whose pricing may be perceived as a better value given the quality, location, terms and amenities that the prospective resident seeks. We also compete against condominiums and single-family homes that are for sale or rent,. ~~including~~The ~~those~~number ~~offered~~of ~~through~~competitive, ~~online~~alternative ~~platforms.~~opportunities ~~Although~~in wea ~~often~~market ~~compete~~could ~~against~~have ~~large,~~an ~~sophisticated~~impact ~~developers~~on ~~and~~our ~~operators~~ability ~~for~~to ~~development~~lease ~~opportunities~~apartment ~~and~~units ~~for~~or ~~prospective~~increase ~~residents,~~rental ~~real~~revenue ~~estate~~in ~~developers~~the short and/or ~~operators~~long ofterm, ~~any~~depending ~~size~~on ~~can~~overall ~~provide~~market ~~effective~~factors ~~competition~~including ~~for~~expected ~~both~~market-specific ~~real~~population ~~estate~~and ~~assets~~income growth, future expected interest rates and ~~potential~~household ~~residents~~formation trends.

GOVERNMENT REGULATIONS

In the ordinary course of business, the development, maintenance and management of commercial and multifamily properties is subject to various laws, ordinances, and regulations, including those concerning entitlement, building, health and safety, site and building design, environment, zoning, sales, and similar matters which apply to or affect the real estate industry. Multifamily properties and their owners are subject to various laws, ordinances, and regulations, including those related to real estate broker licensing and regulations relating to recreational facilities such as swimming pools, activity centers, and other common areas. As an owner and operator of multifamily properties, we also may be subject to rent or rent stabilization laws. In addition, various federal, state, and local laws subject real estate owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present. These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the release or presence of such materials. In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A. Risk Factors – Operating Risks.

INDUSTRY SEGMENTS

The Company operates in the multifamily real estate and services industry. As of December 31, 2025, the Company does not have any foreign revenues and its business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

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INDUSTRY SEGMENTS

The Company operates in the multifamily real estate and services industry. As of December 31, 2024, the Company does not have any foreign revenues and its business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

SIGNIFICANT RESIDENTS AND TENANTS

As of December 31, ~~2024~~2025, no resident or tenant accounted for more than 10one percent of the Company’s consolidated revenues.

RECENT DEVELOPMENTS

~~During~~In ~~2024~~2025, the Company ~~completed~~continued to focus on its ~~multi~~three-~~year~~pronged ~~transformation~~strategy to avalue ~~pure~~creation ~~play~~— ~~multifamily~~capital ~~REIT.~~allocation, ~~The~~deleveraging ~~Company~~and ~~also~~platform ~~announced~~optimization — with a ~~three~~particular focus on reducing leverage with proceeds generated from the continued sale of non-~~prong~~strategic ~~strategy~~assets towhich ~~value~~were ~~creation:~~less efficient to operate.

~~Capital~~During ~~Allocation:~~2025, ~~Initiatives~~the ~~focused~~Company oncompleted ~~generating~~the ~~cash~~disposition ~~flow~~of ~~and~~four ~~maximizing~~non-strategic ~~shareholder~~wholly ~~value,~~owned ~~including~~multifamily ~~selling~~operating assets ~~with~~and ~~little~~one ormultifamily noasset ~~cash~~owned ~~flow~~in ~~(such~~a asjoint ~~land~~venture ~~parcels)~~for ~~and~~gross ~~then redeploying~~ proceeds ~~realized~~of ~~from~~$387.7 million. ~~such~~In ~~activities~~addition, ~~into~~the ~~uses~~Company ~~which~~completed ~~result~~the insale ~~greater~~of ~~cash~~eight ~~flow~~land ~~such~~parcels asfor ~~debt~~gross ~~repayment~~proceeds orof ~~capital improvements~~$154. 4 million.

~~Balance~~The ~~Sheet~~Company ~~Optimization:~~utilized ~~Initiatives~~the ~~focused~~majority onof ~~reducing~~the ~~total~~proceeds ~~indebtedness~~from ~~over~~its ~~time~~disposition activities to ~~improve~~reduce total outstanding debt by $490.2 million (including the assumption of one $41 million mortgage). As a result of this significant reduction in debt, the Company's ~~cost~~amended its revolving credit facility and term loan to reduce its borrowing spread and introduced a leverage grid to allow for continued improvement in its borrowing spread with further debt repayment. As of ~~capital~~December 31, 2025, the Company had reduced the borrowing spread on its revolving credit facility and term loan by 75 basis points as compared to the prior year.

~~Platform~~The ~~Optimization:~~remaining ~~Initiatives~~disposition ~~focused~~proceeds onwere ~~operational~~utilized ~~performance~~to ~~through~~acquire ~~platform~~the ~~and~~remaining ~~portfolio~~interest ~~enhancements~~in ~~including~~the ~~technological~~Sable ~~improvements~~(formerly called Urby) for $38.5 million, ~~centralized~~resulting ~~back-office~~in ~~functions~~the ~~and~~consolidation ~~streamlining~~of ~~processes~~the asset along with its $181.0 million mortgage.

The Company ~~sold~~continued to enhance its ~~last~~operational ~~office~~platform, ~~asset~~earning ~~and~~a ~~also~~5-Star ~~continued~~rating ~~selectively~~from ~~cull~~the Global Real Estate Sustainability Benchmark (GRESB) for the ~~land~~third ~~portfolio~~consecutive toyear, ~~right~~the highest distinction awarded for ESG leadership and performance, and being designated a Regional Sector Leader for residential-~~size~~listed companies in the Americas. In addition, the Company’s ~~equity~~introduced ~~allocated~~its technology brand, Prism, in the second quarter of 2025, which represents an approach to ~~its~~technology ~~development~~adoption ~~pipeline~~designed ~~and~~to ~~speculative~~support ~~land~~on-site ~~bank.~~teams ~~Notable~~and ~~activities~~enhance ~~include:~~the resident experience.

~~•Closing~~On onFebruary 23, 2026, the ~~sale~~General Partner and Operating Partnership entered into an Agreement and Plan of Merger (the ~~Company's~~“Merger ~~last~~Agreement”) ~~office~~with ~~property~~AC Residential Acquisition LP, ~~Harborside~~a 5Delaware ~~for~~limited ~~$85~~partnership ~~million~~(“Parent”), ~~releasing~~AC ~~approximately~~Residential ~~$82~~REIT ~~million~~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”). Pursuant to the terms and conditions of ~~net~~the ~~proceeds~~Merger Agreement, upon the closing, the General Partner will be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving corporation as a direct wholly-owned subsidiary of Parent (the “Merger”), and Merger Sub II will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”). Parent and the Merger Subs are affiliates of investment funds managed by Affinius Capital LLC (“Affinius”), GIC Real Estate Inc. (“GIC”) and Vista Hill Partners, LLC (“Vista Hill”, together with Affinius and GIC, the “Equity Investors”).

~~•Sold~~Pursuant ~~over~~to the terms and subject to the conditions of the Merger Agreement, at the date and time the Mergers become effective, (i) each issued and outstanding share of Common Stock (other than shares owned by (a) Parent or Merger Sub I or any of their respective Subsidiaries and (b) any direct or indirect wholly owned Subsidiary of the Company, if any (each such Share referred to in clauses (a) and (b), an “Excluded Share” and, collectively, the “Excluded Shares”)), will automatically be converted into the right to receive $~~230~~19.00 ~~million~~per Share in cash, without interest thereon (the “Merger Consideration”), (ii) each outstanding Common Unit (other than Common Units owned by (x) Parent, Merger Sub II or any of ~~non~~their respective subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Merger Consideration and (iii) each outstanding Series A-~~strategic~~1 ~~assets~~preferred ~~since~~limited partnership unit of the ~~beginning~~Operating Partnership (each, a “Preferred Unit”) (other than Preferred Units owned by (x) Parent, Merger Sub II or any of ~~2024.~~their respective Subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Preferred Unit Merger Consideration as set forth in the Merger Agreement.

~~•As~~During the period between the signing of ~~February~~the 18Merger Agreement and the consummation of the Mergers, ~~2025~~the Company has agreed that it will not make any dividends other than the regular quarterly cash dividends from the fiscal quarter ending March 31, ~~approximately~~2026 ~~$45~~on ~~million~~the ofCommon ~~land~~Stock ~~parcels~~and ~~are~~Common ~~under~~Units ~~binding~~not ~~contract~~to ~~for~~exceed ~~sale~~$0.08 per share or unit, as applicable.

The ~~Company~~Merger ~~utilized~~Agreement ~~the~~contains ~~proceeds~~customary ~~from its disposition activities to repay~~representations, ~~along~~warranties ~~with~~and ~~proceeds~~covenants ~~from~~by ~~the~~each ~~new~~party. ~~senior~~The ~~secured~~Merger ~~term~~is ~~loan~~subject ~~and~~to ~~revolving~~certain ~~credit~~conditions ~~facility,~~which ~~$526~~are ~~million~~set offorth ~~mortgages~~in ~~maturing~~the ~~throughout~~Merger ~~2024. As of December 31~~Agreement, ~~2024,~~including ~~99.9%~~the approval of the ~~Company'~~General Partner’s ~~total~~stockholders. ~~debt~~The ~~portfolio~~General ~~(consolidated~~Partner’s ~~and~~Board ~~unconsolidated)~~of ~~was~~Directors ~~hedged~~has orapproved ~~fixed~~the atMerger ~~a weighted average interest rate of 4~~Agreement.~~95%.~~ The ~~debt~~Merger ~~portfolio~~is ~~has~~expected ato ~~weighted~~close ~~average~~during ~~maturity~~the second quarter of 32026.~~1 years.~~

The Company continued to further enhance its ESG and operational platform by earning a 5-Star rating from GRESB (the highest rating offered for distinguished ESG leadership and performance) for the third year in a row, and earning the Company the designation of Regional Sector Leader for Residential-listed companies in the Americas.

AVAILABLE INFORMATION

The Company’s corporate offices are located at Harborside 3, 210 Hudson Street, Suite 400, Jersey City, New Jersey 07311, and its telephone number is (732) 590-1010. The Company’s website is www.verisresidential.com. Information contained on or accessed through the Company's website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference. The Company makes available free of charge on or through its website the annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished by the Company pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the Company’s website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of the standing committees of the Board of Directors, the code of business conduct and ethics applicable to all employees, officers and directors, the Dodd-Frank clawback policy and insider trading policy. The General Partner intends to disclose on the Company’s website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its other governance documents, including without limitation the corporate governance principles, Dodd-Frank clawback policy, insider trading policy or the charters of the standing committees of the Board of Directors. Copies of these documents may be obtained, free of charge, from our website. Any shareholder also may obtain copies of these documents, free of charge, by sending a

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~~request~~The inforegoing ~~writing~~description of the Merger Agreement and the Mergers does not purport to: ~~Veris~~be ~~Residential~~complete, ~~Inc.~~and ~~Investor~~is ~~Relations~~subject ~~Department,~~to ~~Harborside~~and 3,is ~~210~~qualified ~~Hudson~~in ~~St.,~~its ~~Ste.~~entirety ~~400,~~by ~~Jersey~~the ~~City,~~terms NJand ~~07311~~conditions orof tothe ~~investorrelations@verisresidential~~Merger Agreement and any related agreements as further described in the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026.~~com.~~

AVAILABLE INFORMATION

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this report, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. 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. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

•the satisfaction or waiver of other conditions to closing in the Merger Agreement or the failure of the Mergers to close for any other reason;

•the occurrence of any change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the Merger Agreement;

•the outcome of the legal proceedings that may be instituted against the Company and others related to the Mergers and the Merger Agreement;

•unanticipated difficulties or expenditures relating to the Mergers, the response of competitors to the announcement and pendency of the Mergers, and potential difficulties in employee retention as a result of the announcement and pendency of the Mergers;

•the Company’s exclusive remedy against the counterparties to the Merger Agreement with respect to any breach of the Merger Agreement being to seek payment of the parent termination fee, which may not be adequate to cover the Company’s damages;

•the Company’s restricted ability to pay dividends beyond the quarterly dividend for the quarter ending March 31, 2026 pursuant to the Merger Agreement;

•unexpected costs, liabilities or delays involving the proposed Mergers;

•risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Mergers;

•risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our residents and tenants;

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•the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

•changes in the supply of and demand for our properties, as well as demand for services or amenities at our properties;

•our ability to attract, hire and retain qualified personnel;

•forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue ~~and income~~;

•changes in operating costs;

•our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts;

•our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;

•our ability to lease or re-lease space at current or anticipated rents;

•our ability to complete construction and development activities on time and within budget, including without limitation, obtaining regulatory permits and the availability and cost of materials, labor and equipment;

•changes in governmental regulation, tax rates and similar matters, including rent stabilization laws or other housing laws and regulations; and

•other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.

For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

ITEM 1A. RISK FACTORS

Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth below. All investors should consider the following risk factors before deciding to purchase securities of the Company. The Company refers to itself as “Veris,” “we” or “our” in the following risk factors.

9RISK RELATING TO THE MERGERS

The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition, operating results and cash flows.

Uncertainty about the effect of the proposed Mergers may disrupt our sales and marketing or other key business activities and may have a material adverse effect on our business, financial condition, operating results and cash flows. Current and prospective employees may experience uncertainty about their roles following the Mergers, and this may have an effect on our corporate culture. There can be no assurance we will be able to attract and retain key talent to the same extent that we have previously been able to attract and retain employees. Any loss or distraction of such employees could have a material adverse effect on our business, financial condition and operating results. In addition, we have devoted, and will continue to devote, significant management and other internal resources towards the completion of the Mergers and planning for integration, which could materially adversely affect our business, financial condition, operating results and cash flows.

The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed Mergers and generally restricts us from taking certain specified actions until the Mergers are completed. These restrictions may affect our ability to execute our business strategies, to respond effectively to competitive pressures and industry developments, and to attain our financial and other goals and may otherwise harm our business, financial condition, operating results and cash flows.

The failure to complete the Mergers in a timely manner or at all could negatively impact the market price of our common shares as well as adversely affect our business, financial condition, operating results and cash flows.

The Mergers cannot be completed until the conditions to closing are satisfied or (if permissible under applicable law) waived. We cannot guarantee that the remaining closing conditions set forth in the Merger Agreement will be satisfied or, even if satisfied, that no event of termination will take place. In the event that the Mergers are not completed for any reason, the holders of our common stock will not receive any payment for their shares of common stock in connection with the proposed Mergers. Instead, we will remain an independent public company and the holders of our common shares will continue to own their shares of stock.

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If the Mergers or a similar transaction is not completed, the share price of our common shares may drop to the extent that the current market price of our common shares reflects an assumption that a transaction will be completed.

If the Mergers are significantly delayed or not completed, we may suffer other consequences that could adversely affect our business, results of operations and share price, including the following:

•we could be required to pay a termination fee of $60 million to Parent, under certain circumstances as described in the Merger Agreement;

•we would have incurred significant costs in connection with the Mergers that we would be unable to recover;

•we may be subject to negative publicity or be negatively perceived by the investment or business communities;

•we may be subject to legal proceedings related to any delay or failure to complete the Mergers;

•any disruptions to our business resulting from the announcement and pendency of the Mergers may continue or intensify in the event the Mergers are not consummated; and

•we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures.

There can be no assurance that our business, financial condition, operating results and cash flows will not be adversely affected, as compared to our condition prior to the announcement of the Mergers, if the Mergers are not consummated.

The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer that might be willing to pay more to effect an alternative transaction with us.

The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to initiate, solicit or knowingly encourage, or engage in discussions or negotiations with respect to, or provide non-public information in connection with, a proposal from a third party with respect to an alternative transaction. In addition, under specified circumstances in which the Merger Agreement is terminated, we could be required to pay a termination fee of $60 million to Parent. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of our company from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our common shares than it might otherwise have proposed to pay.

We will incur substantial transaction fees and costs in connection with the Mergers.

We expect to incur fees for professional services and other transaction costs in connection with the Mergers. A material portion of these expenses will be payable by us whether or not the Mergers are completed. While we have assumed that a certain amount of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by us. These costs could adversely affect our business, financial condition, operating results and cash flows.

OPERATING RISKS

Our performance is subject to risks associated with the operation of multifamily properties.

General: Our business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditures). Events or conditions that are beyond our control may adversely affect our operations and the value of our multifamily properties. Such events or conditions could include:

•an oversupply of or reduced demand for multifamily properties caused by a decline in household formation or employment, a lack of employment growth or otherwise;

•corporate restructurings and/or layoffs, and industry slowdowns;

•decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located or the quality of local schools;

•development by competitors of competing multifamily communities;

•the inability or unwillingness of residents to pay rent or rent increases;

•rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs;

•our inability to provide adequate maintenance;

•increased operating costs, ~~including~~that exceed our original estimates due to increased insurance premiums, utilities, ~~and~~ real estate taxes, ~~due~~material, tolabor ~~inflation~~or ~~and~~ other ~~factors~~costs ~~which~~or ~~may~~supply ~~not~~chain ~~necessarily~~disruptions, beincluding ~~offset~~as bya ~~increased~~result ~~rents;~~of inflation, tariffs or

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changes in immigration laws or their enforcement, and other factors which may not necessarily be offset by increased rents;

•changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance;

•civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.

Competition could limit our ability to lease multifamily properties or increase or maintain rents: Our multifamily properties compete with other multifamily property operators as well as rental housing alternatives, such as single-family homes for rent and short term furnished offerings such as those available from extended stay hotels or through online listing services. In addition, our multifamily residents and prospective residents also consider, as an alternative to renting, the purchase of a new or existing condominium or single-family home. Competitive residential housing could adversely affect our ability to lease multifamily units and to increase or maintain rental rates.

Short-term leases expose us to the effects of declining market rents: Our multifamily leases are for an average term of 14 months. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents sooner than leases with longer terms.

We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue: The majority of our income is derived from renting our multifamily properties. Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue. This means that our costs will not necessarily decline even if our revenues do. Our operating costs also could increase while our revenues do not. If our operating costs increase significantly to the point that they exceed our rental revenues, we may be forced to borrow to cover our costs and we may incur losses. Such losses may adversely affect our ability to make distributions or payments to our investors.

We face general market and operational risks associated with the real estate industry.

Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood. We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties. We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, while our current insurance policies insure us against loss from catastrophic loss, natural disasters, terrorist acts and toxic mold, in the future, insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive. If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties. Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events could adversely affect our ability to make distributions or payments to our investors. In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy or other proceedings and our insurance policies with the provider were terminated or canceled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices. In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.

10Illiquidity of real estate limits our ability to act quickly: Real estate investments are relatively illiquid. Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions. If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the amount of that investment may not be recouped if the sale price does not exceed the amount of our investment. The prohibition in the Internal Revenue Code of 1986, as amended (the "Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

Inflation and related volatility in the economy could negatively impact some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs: A portion of our

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~~operations,~~operating ~~delay~~expenses ~~revenue~~is ~~and~~sensitive ~~result in large expenses~~ to ~~repair or rebuild the property~~inflation. ~~Such~~These ~~events~~include ~~could~~expenses ~~adversely~~for ~~affect~~property-related ~~our~~contracted ~~ability~~services tosuch ~~make~~as ~~distributions~~janitorial orand ~~payments~~engineering toservices, ~~our investors. In addition~~utilities, ifrepairs ~~one~~and ~~or more of our insurance providers were to become subject to insolvency~~maintenance, ~~bankruptcy or other proceedings~~ and ~~our~~ insurance. ~~policies~~Property ~~with~~taxes ~~the~~are ~~provider~~also ~~were~~impacted ~~terminated~~by orinflationary ~~canceled~~changes as ataxes ~~result~~are ofregularly ~~those~~reassessed ~~proceedings,~~based weon ~~cannot~~changes ~~guarantee that we would be able to find alternative coverage~~ in ~~adequate~~the ~~amounts~~fair orvalue at reasonable prices. In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of ~~lapsed~~our ~~or inadequate coverage~~properties. ~~We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.~~

~~Illiquidity~~Inflation ofand ~~real~~its ~~estate~~related ~~limits~~impacts, ~~our~~including ~~ability~~increased toprices ~~act~~for ~~quickly:~~services ~~Real~~and ~~estate~~goods ~~investments~~and ~~are~~higher ~~relatively~~interest ~~illiquid~~rates and wages, tariffs, and any policy interventions by the U.S. ~~Such~~government, ~~illiquidity~~could ~~may~~negatively ~~limit~~impact our resident’s ability to ~~react~~pay ~~quickly~~rents inor ~~response~~our toresults ~~changes~~of inoperations. ~~economic~~Our ~~and~~multifamily ~~other~~leases ~~conditions.~~are Iffor wean ~~want~~average toterm ~~sell~~of an14 ~~investment~~months, which we ~~might~~believe ~~not~~mitigates beour ~~able~~exposure to ~~dispose~~inflation, ofby ~~that~~permitting ~~investment~~us into set rents commensurate with inflation (subject to rent regulations to the ~~time~~extent ~~period~~they weapply ~~desire,~~and assuming our current or prospective residents will accept and ~~the~~can ~~amount~~pay ofcommensurate ~~that~~increased ~~investment~~rents, ~~may~~of ~~not~~which there can be ~~recouped~~no ifassurance). ~~the~~Inflation ~~sale~~or ~~price~~other ~~does~~increased costs resulting from tariffs could outpace any increases in rent and adversely affect us. We may not ~~exceed~~be able to mitigate the ~~amount~~effects of ~~our~~increased ~~investment.~~tariffs, ~~The~~inflation ~~prohibition~~and inrelated impacts, and the ~~Internal~~duration ~~Revenue~~and ~~Code~~extent of ~~1986,~~any asprolonged ~~amended~~periods ~~(the~~of ~~“IRS~~increased ~~Code”)~~tariffs or inflation, and any related ~~regulations~~adverse effects on aour ~~real~~results ~~estate~~of ~~investment~~operations ~~trust~~and ~~holding~~financial ~~property~~condition, ~~for~~are ~~sale~~unknown ~~also~~at this time. Inflation may ~~restrict~~also ~~our~~cause ~~ability~~increased tovolatility ~~sell~~in ~~property.~~financial ~~The~~markets, ~~above~~which ~~limitations~~could onaffect our ability to ~~sell~~access ~~our~~the ~~investments~~capital ~~could~~markets ~~adversely~~or ~~affect~~impact ~~our~~the ~~ability~~cost toor ~~make~~timing ~~distributions~~at orwhich ~~payments~~we are able to ~~our~~do ~~investors~~so.

~~Some~~Additionally, ofincreased ~~our~~tariffs ~~costs,~~and ~~such~~inflationary aspricing ~~operating~~may have a negative effect on the real estate acquisitions and ~~general~~construction costs necessary to complete development and ~~administrative~~redevelopment ~~expenses~~projects, ~~interest~~including, ~~expense~~but not limited to, costs of construction materials, labor, and ~~real~~services ~~estate~~from third-party contractors and suppliers. Higher land acquisition and construction costs, ~~are~~could ~~subject~~adversely toimpact ~~inflation:~~our Anet ~~portion~~investments ofin real estate and expected yields on our ~~operating~~development ~~expenses~~and isredevelopment ~~sensitive~~projects, which may make otherwise lucrative investment opportunities less profitable to ~~inflation~~us. ~~These~~Our ~~include~~commercial ~~expenses~~leases ~~for~~have ~~property-related~~fixed ~~contracted~~rent ~~services~~increases ~~such~~which asmay ~~janitorial~~not ~~and~~increase ~~engineering~~in ~~services,~~line ~~utilities~~with inflation, ~~repairs~~thereby ~~and~~reducing ~~maintenance,~~our ~~and~~net ~~insurance~~operating income. ~~Property~~As ~~taxes~~a ~~are~~result, ~~also~~our ~~impacted~~financial bycondition, ~~inflationary~~results ~~changes~~of asoperations, ~~taxes~~and ~~are~~cash ~~regularly~~flows, ~~reassessed~~as ~~based~~well onas ~~changes~~our inability ~~the~~to ~~fair~~pay ~~value~~dividends, ofcould ~~our~~be ~~properties.~~adversely affected over time.

Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any policy interventions by the U.S. government, could negatively impact our resident’s ability to pay rents or our results of operations. Our multifamily leases are for an average term of 14 months, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance). Inflation could outpace any increases in rent and adversely affect us. We may not be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, are unknown at this time. Inflation may also cause increased volatility in financial markets, which could affect our ability to access the capital markets or impact the cost or timing at which we are able to do so.

Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers. Higher land acquisition and construction costs could adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our commercial leases have fixed rent increases which may not increase in line with inflation, thereby reducing our net operating income. As a result, our financial condition, results of operations, and cash flows, as well as our ability to pay dividends, could be adversely affected over time.

We face risks associated with property acquisitions: We intend to and may acquire new properties, primarily in the multifamily rental sector, assuming that we are able to obtain capital on favorable terms. Such newly acquired properties may not perform as expected and may subject us to unknown liability with respect to liabilities relating to such properties for clean-up of undisclosed environmental contamination or claims by tenants, residents, vendors or other persons against the former owners of the properties. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. In addition, future operating expenses or the costs necessary to bring an acquired property up to standards established for its intended market position may be underestimated. The search for and process of acquiring such properties will also require a substantial amount of management’s time and attention. In addition, developers and other real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect our ability to make distributions or payments to our investors by:

•reducing the number of suitable investment opportunities offered to us;

•increasing the bargaining power of property owners; and

•adversely affecting our ability to minimize expenses of operation.

Our acquisition activities and their success are subject to the following risks:

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•adequate financing or capital to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets;

•even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and

•any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.

Americans with Disabilities Act compliance could be costly: Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances. Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses.

Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors.

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Environmental problems are possible and may be costly: Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property. These laws often impose liability without regard to whether the owner or operator was responsible for or even knew of the presence of such substances. The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold, lead paint and asbestos) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances. Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility. These laws often impose liability whether or not the person arranging for such disposal ever owned or operated the disposal facility. Certain other environmental laws and regulations impose liability on owners or operators of property for injuries relating to the release of asbestos-containing or other materials into the air, water or otherwise into the environment. As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses. Payment of such costs and expenses could adversely affect our ability to make distributions or payments to our investors.

Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks: We have communicated certain initiatives and goals regarding ESG matters in our ~~2023~~2024 ~~ESG~~Sustainability ~~Update~~Report on our website, and we may communicate revised or additional initiatives or goals in the future. Our publication of ESG-related policies and report covering our ESG initiatives may result in increased investor, media, employee and other stakeholder attention to such initiatives.

Certain investors, customers, regulators and other stakeholders have focused more on ESG including without limitation climate change, human capital, diversity, equity and inclusion, human and civil rights, sustainability and risk oversight. It is possible that some stakeholders may not be satisfied with our ESG practices or initiatives or the speed with which we are implementing our initiatives. Conversely, it is possible that some stakeholders may be opposed to the implementation of such initiatives at all. Anti-ESG sentiment has gained some momentum across the United States, with the federal government and several states having enacted or proposed "anti-ESG" executive orders, policies or legislation, or issued related legal opinions. The fact that different stakeholder groups may have divergent views on ESG matters increases the risk that any action or lack thereof with respect to such matters may be perceived negatively by at least some stakeholders and adversely impact our reputation and business.

Additionally, there is increased attention on matters of ESG by various regulatory authorities, ~~including the SEC,~~ and the expense and activities necessary to comply with certain regulations or standards, or to decommission prior initiatives in order to comply with new regulations or standards, may be significant. The regulations and criteria for assessing ESG practices are evolving, which could result in our undertaking costly initiatives and activities to meet any new regulations or criteria.

Third-party providers of ESG ratings and reports on companies have also increased in number, resulting in varied, and in some cases, inconsistent standards. Some investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to ESG are inadequate or objectionable.

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If we are unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, if we are criticized for the scope of our initiatives or goals, if we fail to meet the expectations of investors, customers, regulators, and other stakeholders, if our initiatives are not executed as planned, or we do not achieve our goals, our reputation and financial results could be adversely impacted.

Development of real estate, including the development of multifamily rental real estate could be costly: As part of our operating strategy, we may acquire land for development or construct on owned land, under certain conditions. Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors:

•financing for development projects may not be available on favorable terms;

•long-term financing may not be available upon completion of construction;

•failure to complete construction and lease-up on schedule or within budget; and

•failure to rent the development at anticipated occupancy levels or at rent levels originally contemplated.

Changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability: We must develop, construct and operate our communities in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, landlord/tenant laws and other laws generally applicable to business operations. Noncompliance with applicable laws could expose us to liability. Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws, or (iii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities, including changes to building codes and fire and life-safety codes.

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generally applicable to business operations. Noncompliance with applicable laws could expose us to liability. Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws, or (iii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities, including changes to building codes and fire and life-safety codes.

Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We invest in joint ventures or partnerships in which we do not hold a controlling interest in the assets underlying the entities in which we invest, including joint ventures in which (i) we own a direct interest in an entity which controls such assets, or (ii) we own a direct interest in an entity which owns indirect interests, through one or more intermediaries, of such assets. These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the underlying assets, including the possibility that (i)our co-venturers or partners may control the joint venture and we may not be able to prevent them from taking certain actions; (ii) we may have limited rights to terminate or liquidate our investment; (iii) the distribution preferences of our co-venturers or partners may limit operating, liquidating and disposition distributions to us; (iv) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, (v) we may be responsible to our co-venturers or partners for indemnifiable losses, (vi) we may become liable with respect to guarantees of payment or performance by the joint ventures, (vii) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or (viii) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives. Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions. Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships. If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

We may face increased risks and costs associated with volatility in commodity and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects: The price of commodities and skilled labor for our construction projects may increase unpredictably due to external factors, including, but not limited to, performance of third-party suppliers and contractors; overall market supply and demand; government regulation; international trade; and changes in general business, economic, or political conditions. As a result, the costs of raw construction materials and skilled labor required for the completion of our development and redevelopment projects may fluctuate significantly from time to time.

We rely on a number of third-party suppliers and contractors to supply raw materials and skilled labor for our construction projects. While we do not rely on any single supplier or vendor for the majority of our materials and skilled labor, we may experience difficulties obtaining necessary materials from suppliers or vendors whose supply chains might become impacted by economic or political changes, or difficulties obtaining adequate skilled labor from third-party contractors in a tightening labor market. It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control. We may be forced to purchase supplies and materials in larger quantities or in advance of when we would typically purchase them. This may cause us to require use of capital sooner than anticipated. Alternatively, we may also be forced to seek new third-party suppliers or contractors, whom we have not worked with in the past, and it is uncertain whether these new suppliers will be able to adequately meet our materials or labor needs. Our dependence on unfamiliar supply chains or relatively small supply partners may adversely affect the cost and timely completion of our construction projects. In addition, we may be unable to compete with entities that may have more favorable relationships with their suppliers and contractors or greater access to the required construction materials and skilled labor.

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uncertainty resulting from events outside of our control. We may be forced to purchase supplies and materials in larger quantities or in advance of when we would typically purchase them. This may cause us to require use of capital sooner than anticipated. Alternatively, we may also be forced to seek new third-party suppliers or contractors, whom we have not worked with in the past, and it is uncertain whether these new suppliers will be able to adequately meet our materials or labor needs. Our dependence on unfamiliar supply chains or relatively small supply partners may adversely affect the cost and timely completion of our construction projects. In addition, we may be unable to compete with entities that may have more favorable relationships with their suppliers and contractors or greater access to the required construction materials and skilled labor.

CAPITAL AND FINANCING RISKS

We are subject to financial and credit risks associated with general economic and market conditions.

Our business may be affected by volatility in the financial and credit markets, the general global economic conditions and other market or economic challenges experienced by the U.S. economy or the real estate industry as a whole or in the Northeast where our properties are located. Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions:

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•our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense;

•reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;

•the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors;

•reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and

•one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

Debt financing could adversely affect our economic performance.

Scheduled debt payments and refinancing could adversely affect our financial condition: We are subject to the risks normally associated with debt financing, including without limitation current and future indebtedness in the form of secured and unsecured revolving credit facilities, term loan facilities and mortgages. These risks, including the following, may adversely affect our ability to make distributions or payments to our investors:

•market interest rates on loans to refinance indebtedness on our properties at maturity may be significantly higher than the interest rates on that existing indebtedness;

•our cash flow may be insufficient to meet required payments of principal and interest;

•payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses;

•we may not be able to refinance indebtedness on our properties at maturity; and

•if refinanced, the terms of refinancing may not be as favorable as the original terms of the related indebtedness.

As of December 31, ~~2024~~2025, we had total outstanding indebtedness of $1.74 billion, comprised of $~~200~~30 million of outstanding borrowings under the ~~Term Loan and $152 million of outstanding borrowings under the~~ Revolving Credit Facility and approximately $1.3 billion of mortgages, loans payable and other obligations. We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following:

•we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular;

•prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense;

•we may be subject to an event of default pursuant to covenants for our indebtedness;

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•if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and

•foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the ~~IRS~~ Code.

We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: Some of the mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases. In addition, our revolving credit and term loan facilities contain customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios and interest coverage ratios. These revolving credit and term loan covenants may limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them. Some of our debt instruments contain cross default provisions with other debt instruments. Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations. Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.

Rising interest rates may adversely affect our cash flow: As of December 31, 2024, we have $200 million of outstanding borrowings under the Term Loan and $152 million of outstanding borrowings under the Revolving Credit Facility, and approximately $241.5 million of our mortgage indebtedness bears interest at variable rates, of which we have hedged $591.5 million. We may incur additional indebtedness in the future that bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.16

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Rising interest rates may adversely affect our cash flow: As of December 31, 2025, we have $30 million of outstanding borrowings under the Revolving Credit Facility, and approximately $185 million of our mortgage indebtedness bears interest at variable rates, all of which we have hedged. We may incur additional indebtedness in the future that bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.

Our degree of leverage could adversely affect our cash flow: We may fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales, follow-on equity offerings and undistributed cash. We expect to refinance projects purchased with short-term debt either with long-term indebtedness, proceeds from property sales or equity financing depending upon the economic conditions at the time of refinancing. However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness.

We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust under the ~~IRS~~ Code, the General Partner must distribute to its shareholders each year at least 90 percent of its net taxable income, excluding any net capital gain. Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations. Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings. Moreover, additional equity offerings, including sales of the General Partner’s common stock pursuant to its $100 million At-The-Market equity offering commenced in November 2023, may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage.

We may originate mezzanine loans or make preferred equity investments in the future that may subject the Company to a greater risk of loss than traditional mortgage loans.

We may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some of or all our investment. In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.

We may in the future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of directly or indirectly acquiring, developing or managing real property. Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations. Although we would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent that are inconsistent with our interests. Further, if our partners were to fail to invest additional capital in the entity when required, we may have to invest additional capital to protect our investment. Our partners have in the past failed, and may in the future fail, to develop or operate the real property, operate the entity, refinance property indebtedness or sell the real property in the manner intended and as a result the entity may not be able to redeem our investment or pay the return expected to us in a timely manner if at all. In addition, we may not be able to dispose of our investment in the entity in a timely manner or at the price at which we would want to divest. In the event that such an entity fails to meet expectations or becomes insolvent, we may lose our entire investment in the entity.

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ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations. Although we would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent that are inconsistent with our interests. Further, if our partners were to fail to invest additional capital in the entity when required, we may have to invest additional capital to protect our investment. Our partners have in the past failed, and may in the future fail, to develop or operate the real property, operate the entity, refinance property indebtedness or sell the real property in the manner intended and as a result the entity may not be able to redeem our investment or pay the return expected to us in a timely manner if at all. In addition, we may not be able to dispose of our investment in the entity in a timely manner or at the price at which we would want to divest. In the event that such an entity fails to meet expectations or becomes insolvent, we may lose our entire investment in the entity.

Changes in market conditions could adversely affect the market price of the Company's common stock.

As with other publicly traded equity securities, the value of the Company's common stock depends on various market conditions, which may change from time to time. The market price of the Company's common stock could change in ways that may or may not be related to our business, the Company's industry or our operating performance and financial condition. Among the market conditions that may affect the value of the Company's common stock are the following:

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• the general reputation of REITs and the attractiveness of the Company's equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

• our financial performance; and

• general stock and bond market conditions.

The market value of the Company's common stock is based primarily upon the market's perception of our growth potential and our current and potential future earnings and cash dividends. Consequently, the Company's common stock may trade at prices that are higher or lower than its net asset value per share of common stock.

MANAGEMENT RISKS

We may not be able to attract, integrate, manage and retain personnel to execute our business strategy, and competition for skilled personnel could increase our labor costs.

Our success depends upon our ability to attract, integrate, manage and retain personnel who possess the skills and experience necessary to execute our acquisition, development, management and leasing strategies. We compete with various other companies in attracting and retaining qualified and skilled personnel. Our ability to hire and retain qualified personnel could be impaired by a lack of qualified candidates in the available labor force, any diminution of our reputation, decrease in compensation levels relative to our competitors or modifications to our total compensation philosophy or competitor hiring programs. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge our residents. If we cannot attract, hire and retain qualified personnel, our business, financial condition and results of operations would be negatively impacted. Our future success also depends upon our ability to manage the performance of our personnel. Failure to successfully manage the performance of our personnel could affect our profitability by causing operating inefficiencies that could increase operating expenses and reduce operating income.

We are dependent on our key personnel whose continued service is not guaranteed.

We are dependent upon key personnel for strategic business direction and real estate experience, including our chief executive officer, chief operating officer, chief financial officer, chief investments officer and general counsel. While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations. We do not have key man life insurance for our key personnel.

The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners.

As of February 1816, ~~2025~~2026, the General Partner owned approximately 91.57 percent of the Operating Partnership’s outstanding common partnership units. The consent of the holders of at least 85 percent of the Operating Partnership’s partnership units is required: (i) to merge (or permit the merger of) the Operating Partnership with another unrelated person, pursuant to a transaction in which the Operating Partnership is not the surviving entity; (ii) to dissolve, liquidate or wind up the Operating Partnership; or (iii) to convey or otherwise transfer all or substantially all of the Operating Partnership’s assets. If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations.

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RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control.

Certain provisions of Maryland law and General Partner's charter and bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

Removal of Directors: Under the General Partner’s charter, as amended, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the votes entitled to be cast by our stockholders generally in the election of directors.

Number of Directors, Board Vacancies, Terms of Office: The General Partner has, in its bylaws, elected to be subject to a certain provision of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors. This provision of Maryland law is applicable even if other provisions of Maryland law, the charter or the bylaws provide to the contrary. The General Partner revoked its election to be subject to a certain other provision of Maryland law which vests in the Board of Directors the exclusive right, by the affirmative vote of a majority of the remaining directors, to fill vacancies on the board. Thus under the General Partner’s bylaws, as amended, and Maryland law, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors except that the stockholders have right to fill any vacancy resulting from removal of a director; and any vacancy on the Board of Directors created by an increase in the number of directors may be filled by a majority of the entire Board of Directors. Any director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until such director’s successor is elected and qualifies, and any director elected by the stockholders to fill a vacancy resulting from removal of a director serves for the balance of the term of the removed director. The General Partner has, in its corporate governance principles, adopted a mandatory retirement age of 80 years old for directors.

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provide to the contrary. The General Partner revoked its election to be subject to a certain other provision of Maryland law which vests in the Board of Directors the exclusive right, by the affirmative vote of a majority of the remaining directors, to fill vacancies on the board. Thus under the General Partner’s bylaws, as amended, and Maryland law, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors except that the stockholders have right to fill any vacancy resulting from removal of a director; and any vacancy on the Board of Directors created by an increase in the number of directors may be filled by a majority of the entire Board of Directors. Any director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until such director’s successor is elected and qualifies, and any director elected by the stockholders to fill a vacancy resulting from removal of a director serves for the balance of the term of the removed director. The General Partner has, in its corporate governance principles, adopted a mandatory retirement age of 80 years old for directors.

Stockholder Requested Special Meetings: The General Partner’s bylaws, as amended, provide that its stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than 25% of all votes entitled to be cast at such meeting, provided that unless requested by the stockholders entitled to cast a majority of all votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of stockholders held during the preceding 12 months.

Advance Notice Provisions for Stockholder Nominations and Proposals: The General Partner's bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders. This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Preferred Stock: Under the General Partner's charter, its Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of its stockholders. As a result, its Board of Directors may establish a series of preferred stock that could delay or prevent a transaction or a change in control.

Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit: In order to preserve the General Partner's status as a real estate investment trust under the ~~IRS~~ Code, its charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of its outstanding capital stock unless its Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation.

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circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation. The General Partner's board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities. However, unless its board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act: Maryland law provides that holders of “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act. “Control shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. In 2018, the General Partner's bylaws were amended to exempt any acquisition of the General Partner’s shares from the Maryland Control Share Acquisition Act. If the General Partner’s bylaws are amended to repeal or limit the exemption from the Maryland Control Share Acquisition Act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating a change in control.

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rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. In 2018, the General Partner's bylaws were amended to exempt any acquisition of the General Partner’s shares from the Maryland Control Share Acquisition Act. If the General Partner’s bylaws are amended to repeal or limit the exemption from the Maryland Control Share Acquisition Act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating a change in control.

REIT STATUS RISKS

Consequences of the General Partner's failure to qualify as a real estate investment trust could adversely affect our financial condition.

Failure to maintain ownership limits could cause the General Partner to lose its qualification as a real estate investment trust: In order for the General Partner to maintain its qualification as a real estate investment trust under the ~~IRS~~ Code, not more than 50 percent in value of its outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the ~~IRS~~ Code to include certain entities). The General Partner has limited the ownership of its outstanding shares of common stock by any single stockholder to 9.8 percent of the outstanding shares of its common stock. Its Board of Directors could waive this restriction if it was satisfied, based upon the advice of tax counsel or otherwise, that such action would be in the best interests of the General Partner and its stockholders and would not affect its qualification as a real estate investment trust under the ~~IRS~~ Code. Common stock acquired or transferred in breach of the limitation may be redeemed by us for the lesser of the price paid and the average closing price for the 10 trading days immediately preceding redemption or sold at the direction of the General Partner. The General Partner may elect to redeem such shares of common stock for Units, which are nontransferable except in very limited circumstances. Any transfer of shares of common stock which, as a result of such transfer, causes the General Partner to be in violation of any ownership limit, will be deemed void. Although the General Partner currently intends to continue to operate in a manner which will enable it to continue to qualify as a real estate investment trust under the ~~IRS~~ Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner's to qualify as a real estate investment trust. Under the General Partner's organizational documents, its Board of Directors can make such revocation without the consent of its stockholders.

Tax liabilities as a consequence of failure to qualify as a real estate investment trust: The General Partner has elected to be treated and has operated so as to qualify as a real estate investment trust for federal income tax purposes since the General Partner's taxable year ended December 31, 1994. Although the General Partner believes it will continue to operate in such manner, it cannot guarantee that it will do so. Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the ~~IRS~~ Code. Because ~~few~~the ~~judicial~~interpretation ~~or administrative interpretations~~ of such provisions ~~exist~~is often uncertain and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year.

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If the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following:

•it will not be allowed a deduction for dividends paid to shareholders;

•it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and

•unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which ~~was~~it became disqualified.

A loss of the General Partner's status as a real estate investment trust could have an adverse effect on us. Failure to qualify as a real estate investment trust also would eliminate the requirement that the General Partner pay dividends to its stockholders. In addition, any such dividends that the General Partner does pay to its stockholders would not constitute qualified REIT dividends and would accordingly not qualify for a deduction of up to 20 percent. However, such dividends could be eligible for the reduced rate of taxation on "qualified dividend income."

Other tax liabilities: Even if the General Partner qualifies as a real estate investment trust under the ~~IRS~~ Code, it is subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes. From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and amount of such increase. These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income ~~received in connection with certain non-customary services performed for tenants and/or third parties.~~

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received in connection with certain non-customary services performed for tenants and/or third parties. Finally, the General Partner is also potentially subject to certain REIT-related taxes, most notably the 100% tax on gains recognized pursuant to “prohibited transactions.” While we intend to only engage in sales of properties that will not be treated as prohibited transactions, there is no guarantee that we will be able to do so.

Risk of changes in the tax law applicable to real estate investment trusts: Since the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any such legislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us, and/or our investors.

OTHER RISKS

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners, including personally identifiable information of our tenants and employees, in our data centers and on our networks and our business is at risk from and may be impacted by cybersecurity attacks. These attacks could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include data encryption, frequent password change events, firewall detection systems, anti-virus software and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber-attack, and we consult with outside cybersecurity firms to advise on our cybersecurity measures. We also have implemented internal controls around our treasury function, including enhanced payment authorization procedures, verification requirements for new vendor setup and vendor information changes, and bolstered outgoing payment notification process and account reconciliation procedures. We have policies and procedures in place in order to identify cybersecurity incidents and elevate such incidents to senior management in order to appropriately address and remediate any cyber-attack. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions, and there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a cybersecurity incident. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, increased cybersecurity insurance premiums and damage our reputation, which could adversely affect our business.

We ~~face~~are subject to possible risks ~~associated~~relating ~~with~~to the ~~physical~~use ~~effects~~ of ~~climate~~technology ~~change.~~based on artificial intelligence and machine learning.

We ~~cannot~~use ~~predict~~artificial ~~with~~intelligence ~~certainty~~and ~~whether~~machine ~~climate~~learning ~~change~~technology ~~is occurring and~~(collectively, if“AI”) ~~so,~~capabilities atwith ~~what rate. However,~~ the ~~physical~~goal ~~effects~~ of ~~climate~~enhancing ~~change~~efficiencies ~~could~~in ~~have~~conducting aour ~~material~~business. ~~adverse~~Our ~~effect~~deployment onand ~~our~~application ~~properties,~~of ~~operations,~~AI ~~and~~remains ~~business~~ongoing. ToWhile ~~the~~these ~~extent~~AI ~~climate~~tools ~~change~~hold ~~causes~~promise ~~changes~~ in ~~weather~~optimizing ~~patterns~~our orwork ~~severity~~processes and driving efficiencies, ~~our~~they ~~markets~~also ~~could~~present ~~experience~~risks, ~~increase~~challenges inand ~~storm~~unintended ~~intensity~~consequences ~~(including~~that ~~floods,~~could ~~tornadoes,~~adversely ~~hurricanes,~~affect orour ~~snow~~business and ~~ice~~results ~~storms),~~of ~~rising~~operations ~~sea-levels,~~or ~~and~~those ~~changes~~of inour ~~precipitation,~~clients. ~~temperature~~These include, ~~air~~but are not limited to:

19•the release, leak or disclosure of proprietary, confidential, sensitive or otherwise valuable information as a result of or in connection with our use of AI tools,

•the incorporation of AI by our clients, vendors, contractors and other third-parties into their products or services, with or without our knowledge, in a manner that could give rise to issues pertaining to data privacy, information security and intellectual property considerations, and

•the evolving legal regulations relating to AI, which may require significant resources to modify and maintain business practices to comply with applicable law or otherwise result in legal or regulatory action or create additional liabilities, the nature of which cannot be determined at this time.

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~~quality,~~While ~~and~~we ~~quality~~endeavor ~~and availability of water. Over time, these conditions could result in physical damage~~ to, oruse ~~declining~~AI ~~demand~~responsibly ~~for,~~and ~~our~~securely ~~properties~~and orattempt ~~our inability~~ to ~~operate~~mitigate ~~the~~ethical ~~buildings~~and ~~efficiently~~legal orissues atpresented ~~all. Climate change may also indirectly affect our business~~ by ~~increasing~~its ~~the~~use, ~~cost of (or making unavailable) property insurance on terms~~ we ~~find~~may ~~acceptable,~~ultimately increasing the cost of required resources, including energy, other fuel sources, water, and waste and snow removal services, and increasing the risk and severity of flood and earthquakes at our properties. Should the impact of climate change be ~~severe~~unsuccessful orin ~~occur~~identifying ~~for lengthy periods of time, our financial condition~~ or ~~results~~resolving ofissues ~~operations~~before ~~could~~they ~~be adversely impacted~~arise. InThere ~~addition,~~can ~~compliance~~be ~~with~~no ~~new~~assurance orthat ~~more~~we ~~stringent~~will ~~laws~~properly orimplement ~~regulations or stricter interpretations of existing laws may require material expenditure by us. For example~~AI, ~~various federal, state,~~ and ~~local laws and regulations have been implemented or are under consideration to mitigate~~ the ~~effects~~failure ~~of climate change caused by greenhouse gas emissions. Among other things, "green" building codes may seek~~ to ~~reduce~~do ~~emissions~~so ~~through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. Such codes~~ could ~~require~~adversely us to make improvements to our existing properties, increase the costs of maintaining or improving our existing properties or developing new properties, or increase taxes and fees assessed on us or our properties. Expenditures required for compliance with such codes may affect our ~~cash flow and results of operations~~business.

We face possible risks associated with the physical effects of climate change.

We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water. Over time, these conditions could result in physical damage to, or declining demand for, our properties or our inability to operate the buildings efficiently or at all. Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste and snow removal services, and increasing the risk and severity of flood and earthquakes at our properties. Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations could be adversely impacted. In addition, compliance with new or more stringent laws or regulations or stricter interpretations of existing laws may require material expenditure by us. For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, building performance standards may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. Such codes could require us to make improvements to our existing properties, increase the costs of maintaining or improving our existing properties or developing new properties, or increase taxes and fees assessed on us or our properties. Expenditures required for compliance with such codes may affect our cash flow and results of operations.

We may be subject to risks associated with the use of social media.

The use of social media could cause us to suffer brand damage or unintended information disclosure. Negative posts or communications about us or one of our properties on a social networking website could damage our reputation. Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations. As social media evolves, we will be presented with new risks and challenges.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

The Company’s information technology, communication networks, system applications, accounting and financial reporting platforms and related systems, and those that are offered to residents and tenants are integral to the operation of the business. The Company utilizes these systems, among others, for financial analysis, management, and reporting, for facilitation of operations, including monitoring and optimization of various building management systems, for initiation, generation, and completion of resident leasing, for internal communications, and for various other aspects of the business.

The Company’s cybersecurity strategy is focused on detection, protection, incident response, security risk management and mitigation, and resiliency of the cybersecurity infrastructure. The Company has implemented or is in the process of continuously evaluating, testing and updating various information security processes, policies and protective technologies designed to identify, assess and manage material risks from cybersecurity threats to the Company’s critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally identifiable information related to the Company’s residents’ and employees’ personal data.

The Company’s cybersecurity risk management relies on a multidisciplinary team, including its information technology and cybersecurity team, legal department, executive management, and third-party service providers to identify, assess, and manage cybersecurity threats and risks. InThe ~~2023, the~~ Company's ~~expanded its team by adding a full-time~~ Chief Information ~~Security~~ Officer (~~CISO~~CIO), reporting directly to the Chief Operating Officer, is responsible for managing the internal and external cybersecurity resources. The ~~CISO~~CIO has over 30 years of experience in corporate enterprise infrastructure and data security management held at a senior management level, acting in both a corporate as well as consulting role within many highly regulated industries. The ~~CISO~~cybersecurity isteam ~~responsible~~includes ~~for~~an ~~having~~Information ~~successfully~~Security ~~developed~~Administrator and ~~implemented~~a ~~several~~Chief ~~cyber~~Information ~~security~~Security ~~programs~~Officer ~~within~~(CISO) ~~prominent~~with ~~companies~~over ~~within~~25 ~~the~~years ~~retail,~~of ~~financial and life science sectors.~~

The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. This multi-faceted approach to cybersecurity includes physical, administrative, and technical safeguards. During the year ended December 31, 2024, the Company utilized the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets. The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture. 22

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experience in enterprise infrastructure and security. Reporting directly to the CIO, the CISO is responsible for implementing security strategy, overseeing reporting, and leading policy development and governance.

The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. This multi-faceted approach to cybersecurity includes physical, administrative, and technical safeguards. During the year ended December 31, 2025, the Company utilized the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets. The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture.

To operate its business, the Company engages certain third-party vendors to perform a variety of functions. The Company seeks to engage reliable, reputable service providers. Depending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed. The Company seeks to further enhance this review to expand the scope and depth of this analysis.

As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan. This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape. This plan includes implementing additional and/or fortifying existing defenses and capabilities necessary to protect and preserve the integrity of the Company’s information assets and mitigate the risks to the Company’s business operations. As part of this plan, the Company requires regular cybersecurity training for all employees and periodically conducts tests to assess employee comprehension and evaluate training effectiveness.

The Company is not currently aware of any risks from cybersecurity threats nor has the Company had a previously cybersecurity incident that in either case have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations or financial condition.

Governance

The Company’s Audit Committee holds oversight responsibility over the cybersecurity strategy and risk management. The Audit Committee engages in regular discussions with executive management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. The Company prepares a quarterly report from the Chief Operating Officer and the ~~CISO~~CIO which includes updates on the Company’s current cybersecurity maturity, progress on the Company’s previously mentioned multi-year cybersecurity plan, strategy updates to combat changes in the threat landscape, education of employees and executive management on cybersecurity awareness, enhanced cybersecurity defenses, incident response programs and regulatory reporting obligations. The Audit Committee delivers a summary of these reports to the full Board of Directors on a quarterly basis. Furthermore, the Board of Directors receives a direct report from the ~~CISO~~CIO on no less than an annual basis, with interim reports provided when appropriate or necessary.

As part of the Company’s incident response plan, a committee known as the Cyber ERM (Enterprise Risk Management) Committee has been established comprising cross-functional representation across the Company. The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith.

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ITEM 2. PROPERTIES

PROPERTY LIST

As of December 31, ~~2024~~2025, the Company's properties consisted of 2217 multifamily rental properties (consolidated and unconsolidated), three parking/retail properties, and several developable land parcels. The properties are located in the Northeast and Washington D.C. The properties contain a total of 76,~~681~~581 apartment units and approximately 56208 thousand square feet of retail space, including ground floor retail space at our multifamily properties.

Consolidated Properties

Multifamily Properties
Property	Location	YearBuilt	Apartment Units	% Occupied12/31/2425(%)	~~2024AverageRevenuePer~~2025AverageRevenuePer Home($) (a)
NEW JERSEY WATERFRONT
Haus25	Jersey City, NJ	2022	750	9695.07	45,~~892~~068
Liberty Towers	Jersey City, NJ	2003	648	8387.81	4,~~244~~566
BLVD 401	Jersey City, NJ	2016	311	9695.54	4,~~233~~323
BLVD 425	Jersey City, NJ	2003	412	95.63	4,~~092~~195
BLVD 475	Jersey City, NJ	2011	523	9495.43	4,~~157~~307
Soho Lofts	Jersey City, NJ	2017	377	95.8	4,805
Sable	Jersey City, NJ	2017	762	95.0	4,220
RiverHouse 9 at Port Imperial	Weehawken, NJ	2021	313	94.9	4,356
Soho Lofts	Jersey City, NJ	2017	377	96.0	4,862
RiverHouse 11 at Port Imperial	Weehawken, NJ	2018	295	96.3	4,376
RiverHouse 9 at Port Imperial	Weehawken, NJ	2021	313	95.8	4,546
Total New Jersey Waterfront Multifamily			3,629	93.5	4,426
RiverHouse 11 at Port Imperial	Weehawken, NJ	2018	295	95.9	4,417
Total New Jersey Waterfront Multifamily			4,391	94.3	4,523
MASSACHUSETTS
Portside at East Pier	East Boston, MA	2015	180	9795.13	3,~~237~~347
Portside 2 at East Pier	East Boston, MA	2018	296	9395.82	3,~~399~~556
145 Front at City Square	Worcester, MA	2018	365	93.4	2,514
The Emery at Overlook Ridge	Revere, MA	2020	326	94.0	2,910
The Emery at Overlook Ridge	Revere, MA	2020	326	92.6	2,809
Total Massachusetts Multifamily			802	94.7	3,247
Total Massachusetts Multifamily			1,167	93.9	2,932
OTHER
The Upton	Short Hills, NJ	2021	193	9293.25	4,~~547~~558
The James	Park Ridge, NJ	2021	240	95.8	3,114
Total Other Multifamily			193	93.5	4,558
Signature Place	Morris Plains, NJ	2018	197	95.4	3,220
TOTAL MULTIFAMILY PROPERTIES			5,386	94.3	4,334
Quarry Place at Tuckahoe	Eastchester, NY	2016	108	96.3	4,422
Total Other Multifamily			738	94.8	3,708
TOTAL MULTIFAMILY PROPERTIES			5,534	93.7	4,015

Retail/Garage Properties
Property	Location	YearBuilt	Rentable Sq. Ft.	% Leased12/31/24(%) (b)	2024 TotalRental Revenue($000’s) (c)
Port Imperial South - Garage	Weehawken, NJ	2013	(d)	n/a	3,659
Port Imperial South - Retail	Weehawken, NJ	2013	18,064	92.0	745
Port Imperial North - Garage	Weehawken, NJ	2016	(d)	n/a	1,069
Port Imperial North - Retail	Weehawken, NJ	2016	8,400	100.0	102
Riverwalk at Port Imperial	West New York, NJ	2008	29,923	80.0	1,149
TOTAL RETAIL/GARAGE PROPERTIES			56,387	86.8	6,724

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Developable Land
Retail/Garage Properties
Property	Location	~~Ownership Percentage~~YearBuilt	~~Potential~~Rentable ~~Units~~Sq. Ft.	% Leased12/31/25(%) (b)	2025 TotalRental Revenue($000’s) (c)
NEW JERSEY WATERFRONT
Port Imperial South - Garage	Weehawken, NJ	2013	(d)	n/a	3,795
Plaza 8	Jersey City, NJ	100%	680
Port Imperial South - Retail	Weehawken, NJ	2013	18,064	84.0	692
Plaza 9	Jersey City, NJ	100%	597
Port Imperial North - Garage	Weehawken, NJ	2016	(d)	n/a	1,138
PI South - Building 2	Weehawken, NJ	50%	245
Port Imperial North - Retail	Weehawken, NJ	2016	8,400	100.0	588
Total New Jersey Waterfront Developable Land			1,522
Riverwalk at Port Imperial	West New York, NJ	2008	29,923	88.0	1,519
MASSACHUSETTS
TOTAL RETAIL/GARAGE PROPERTIES			56,387	88.5	7,732
Overlook Site 15	Revere, MA	100%	310
Overlook Site 1 (Retail)	Revere, MA	100%	(d)
Overlook Site 13	Malden, MA	100%	307
Overlook Site 14 (Retail)	Malden, MA	100%	(e)
Overlook Site 14	Malden, MA	100%	120
Total Massachusetts Developable Land			737
OTHER
Wall Land	Wall Township, NJ	100%	228
Short Hills (Hotel)	Short Hills, NJ	100%	160 keys
1633 Littleton (Office)	Parsippany, NJ	100%	(f)
65 Livingston	Roseland, NJ	100%	252
1 Water Street	White Plains, NY	100%	299
Total Other Developable Land			939
TOTAL DEVELOPABLE LAND			3,198

Developable Land

Property

Location

Ownership Percentage

Potential Units

MASSACHUSETTS

Overlook Site 15

Revere, MA

100%

310

Overlook Site 1 (Retail)

Revere, MA

100%

(e)

Overlook Site 13

Malden, MA

100%

306

Overlook Site 14 (Retail)

Malden, MA

100%

(e)

Overlook Site 14

Malden, MA

100%

120

Total Massachusetts Developable Land

736

OTHER

Short Hills (f)

Short Hills, NJ

100%

115

1633 Littleton (Office)

Parsippany, NJ

100%

(g)

Total Other Developable Land

115

TOTAL DEVELOPABLE LAND

851

Unconsolidated Joint Venture Properties

Unconsolidated Joint Ventures - Multifamily Properties
Property	Location	YearBuilt	Ownership Percentage	Apartment Units	% Occupied12/31/2425(%)	~~2024AverageRevenuePer~~2025AverageRevenuePer Home($) (a)
NEW JERSEY WATERFRONT
Urby Harborside	Jersey City, NJ	2017	85.00%	762	94.4	4,135
RiverTrace	West New York, NJ	2014	22.50%	316	94.9	3,840
RiverTrace	West New York, NJ	2014	22.50%	316	94.0	3,812
Capstone	West New York, NJ	2021	40.00%	360	95.0	4,643
Capstone	West New York, NJ	2021	40.00%	360	95.3	4,451
Total New Jersey Waterfront Multifamily Properties				676	94.9	4,268
Total New Jersey Waterfront Multifamily Properties				1,438	94.5	4,143
OTHER
Riverpark at Harrison	Harrison, NJ	2014	45.00%	141	9593.06	2,~~907~~971
Metropolitan at 40 Park	Morristown, NJ	2010	25.00%	130	93.8	3,722
Station House	Washington, DC	2015	50.00%	378	94.7	2,985
Station House	Washington, DC	2015	50.00%	378	91.5	2,933
Total Other Multifamily Properties				519	94.4	2,981
Total Other Multifamily Properties				649	92.8	3,085
TOTAL MULTIFAMILY PROPERTIES				1,195	94.7	3,709
TOTAL MULTIFAMILY PROPERTIES				2,087	94.0	3,814

Unconsolidated Joint Ventures - Developable Land
Property	Location	Ownership Percentage	Potential Units
PI North - Land	West New York, NJ	20.00%	829
TOTAL DEVELOPABLE LAND			829

(a)Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments.

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(b)Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future.

(c)Total Rental Revenue for the year ended December 31, ~~2024~~2025 is calculated by adding base rents, escalations and recoveries from tenants, and parking income.

(d)Port Imperial South - Garage and Port Imperial North - Garage include approximately 850 and 686 parking spaces, respectively.

(e)The Company has an additional 34,375 square feet of potential retail space within land developments that is not represented in this table.

(f)~~Property~~The Company is ~~approved~~in ~~for~~the ~~office~~process ~~zoning~~of ~~consisting~~rezoning ofthe ~~5.19~~parcel ~~acres~~in Short Hills, NJ from 160 hotel keys to 115 multifamily units.

(g)Property is approved for office consisting of 5.19 acres.

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OCCUPANCY

The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years:

December 31,			Percent Occupied (%)
2025			94.3
2024			93.7
2023			94.8
2022			94.4
2021			96.4
2020			85.4

MARKET DIVERSIFICATION

The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated Multifamily Portfolio:

Market	Annualized BaseRental Revenue($ in thousands) (a) (b)	Percentage OfAnnualizedBase RentalRevenue (%)
New Jersey Waterfront	~~176~~217,~~514~~278	7285.20
Massachusetts	3829,~~664~~052	1511.83
Other	299,~~303~~388	123.07
Totals	~~244~~255,~~481~~718	100.0

(a)Annualized base rental revenue is based on annualizing actual December ~~2024~~2025 billings. For leases whose rent commences after January 1, ~~2025~~2026, annualized base rental revenue is based on the first full month’s billing. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.

(b)Includes leases in effect as of the period end date, some of which have commencement dates in the future.

ITEM 3. LEGAL PROCEEDINGS

~~There~~As ~~are~~disclosed noin ~~material~~Note ~~pending~~12: ~~legal~~Commitments ~~proceedings,~~and ~~other~~Contingencies ~~than~~of ~~ordinary~~the ~~routine~~Consolidated ~~litigation~~Financial ~~incidental~~Statements toin ~~the~~Part ~~Company’s~~IV, ~~business~~Item 15 of this report, towe ~~which~~are engaged in certain legal proceedings, and the ~~Company~~disclosure isset aforth ~~party~~in orNote to12: ~~which~~Commitments ~~any~~and ofContingencies ~~the~~relating ~~Properties~~to legal and other contingencies is ~~subject~~incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

The shares of the General Partner's common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “VRE.” There is no established public trading market for the Operating Partnership's common units.

On ~~July~~June 317, ~~2024~~2025, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE.

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GRAPH

The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”). The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2019 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2019 (on which the graph is based) was $23.13. The past stockholder return shown on the following graph is not necessarily indicative of future performance.26

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The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”). The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2020 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2020 (on which the graph is based) was $12.46. The past stockholder return shown on the following graph is not necessarily indicative of future performance.

Comparison of Five-Year Cumulative Total Return

DIVIDENDS AND DISTRIBUTIONS

The Board of Directors considers a variety of factors when setting the Company's dividends including the Company’s earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and the general overall economic conditions and other factors.

earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of

debt and equity capital, applicable REIT and legal restrictions and the general overall economic conditions and other

factors.

Additional details of recent dividends declared are described in Note 2: Significant Accounting Policies – Dividends and Distributions Payable - to the Consolidated Financial Statements.

HOLDERS

On February 1816, ~~2025~~2026, the General Partner had ~~190~~181 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 6560 owners of limited partnership units and one owner of General Partnership Units.

RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES

(a) COMMON STOCK

During the three months ended December 31, ~~2024~~2025, the Company issued 114,~~123~~000 shares of common stock to holders of -common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(a)(2) of the Securities Act. The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act. The common units were redeemed for an equal number of shares of common stock. The Company has registered the resale of such shares under the Securities Act..

(b) Not applicable

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ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements of Veris Residential, Inc. and Veris Residential, L.P. and the notes thereto (collectively, the “Financial Statements”). Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2: Significant Accounting Policies – to the Financial Statements. Certain of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired. A property’s value is considered impaired when the expected undiscounted cash flows for a property are less than its carrying value. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. To the extent impairment has occurred, the impairment loss is measured as the excess of the carrying value of the property over the estimated fair value of the property. Estimated fair values, which are based on discounted cash flow models, include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

The Company generally considers assets (as identified by their disposal groups) to be held for sale when the transaction has received appropriate corporate authority, it is probable that the disposition will occur within one year and there are no significant contingencies relating to a sale. When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value. If the fair value of the assets, less estimated costs to sell, is less than the carrying value of the assets, an adjustment to the carrying value would be recognized and recorded within the Unrealized gains (losses) on disposition of rental property to reflect the estimated fair value of the assets. The Company will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.

In addition, on a periodic basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.

	Years EndedDecember 31,				DollarChange		PercentChange
(dollars in thousands)	2024		2023
Revenue from rental operations and other:
Revenue from leases	$	245,690	$	235,117	$	10,573	4.5	%
Parking income	15,463		15,498		(35)		(0.2)
Other income	6,583		5,812		771		13.3
Total revenues from rental operations	267,736		256,427		11,309		4.4
Property expenses:
Real estate taxes	37,424		34,687		2,737		7.9
Utilities	8,151		7,700		451		5.9
Operating services	48,239		50,769		(2,530)		(5.0)
Total property expenses	93,814		93,156		658		0.7
Non-property revenues:
Management fees	3,338		3,868		(530)		(13.7)
Total non-property revenues	3,338		3,868		(530)		(13.7)
Non-property expenses:
Property management	17,247		14,188		3,059		21.6
General and administrative	39,059		44,443		(5,384)		(12.1)
Transaction-related costs	1,565		7,627		(6,062)		(79.5)
Depreciation and amortization	82,774		86,235		(3,461)		(4.0)
Land and other impairments, net	2,619		9,324		(6,705)		(71.9)
Total non-property expenses	143,264		161,817		(18,553)		(11.5)
Operating income (loss)	33,996		5,322		28,674		538.8
Other (expense) income:
Interest expense	(87,976)		(89,355)		1,379		(1.5)
Interest cost of mandatorily redeemable noncontrolling interests	—		(49,782)		49,782		(100.0)
Interest and other investment income (loss)	2,366		5,515		(3,149)		(57.1)
Equity in earnings (loss) of unconsolidated joint ventures	3,934		3,102		832		26.8
Gain (loss) on disposition of developable land	11,515		7,068		4,447		62.9
Gain (loss) on sale from unconsolidated joint ventures	6,946		—		6,946		100.0
Gain (loss) from extinguishment of debt, net	(777)		(5,606)		4,829		(86.1)
Other income (loss), net	(701)		2,871		(3,572)		(124.4)
Total other (expense) income	(64,693)		(126,187)		61,494		(48.7)
Income (loss) from continuing operations before income tax expenses	(30,697)		(120,865)		90,168		(74.6)
Provision for income taxes	(276)		(492)		216		(43.9)
Income (loss) from continuing operations after income tax	(30,973)		(121,357)		90,384		(74.5)
Discontinued operations:
Income (Loss) from discontinued operations	862		(32,686)		33,548		(102.6)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	3,447		41,682		(38,235)		(91.7)
Total discontinued operations	4,309		8,996		(4,687)		(52.1)
Net income (loss)	$	(26,664)	$	(112,361)	$	85,697	(76.3)	%

Revenue from leases. Revenue from leases increased $10.6 million, or 4.5 percent, for 2024 as compared to 2023, due primarily to an increase in market rental rates.

Other income. Other income increased $0.8 million, or 13.3 percent for 2024 as compared to 2023 due primarily to lease termination fees.

Real estate taxes. Real estate taxes increased $2.7 million, or 7.9 percent, for 2024 as compared to 2023 due primarily to prior period tax appeal refunds received in 2023, increased PILOT taxes based upon higher revenues in 2024, and the accrual of an estimated liability related to reverse real estate tax appeals recorded in 2024.

Utilities. Utilities increased $0.5 million, or 5.9 percent, for 2024 as compared to 2023 due primarily to higher electric usage.

Operating services. Operating services decreased $2.5 million, or 5.0 percent for 2024 as compared to 2023 due primarily to reduced insurance renewal rates in 2024, non-recurring legal expenses recognized and the stock-based compensation expenses adjustment of $0.6 million recorded in 2023.

Management fees. Management fee revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/joint ventures management businesses, decreased $0.5 million, or 13.7 percent for 2024 as compared to 2023 due primarily to a reduction in reimbursement of personnel costs due to property sales in 2024.

Property management. Property management expenses include off-site expenses associated with the self-management of the Company's properties as well as administrative and personnel expenses for the Company's third-party/joint venture management businesses. Property management expenses increased $3.1 million, or 21.6 percent, for 2024 as compared to 2023, due primarily to satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Financial Statements.

General and administrative. General and administrative expenses decreased $5.4 million, or 12.1 percent, for 2024 compared to 2023 due to higher stock compensation expenses in 2023, and higher severance and related costs in 2023, partially offset by compensation costs incurred as a result of the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Financial Statements.

Transaction-related costs. Transaction costs decreased $6.1 million, or 79.5 percent. In 2023, the Company recorded transaction-related costs primarily associated with the purchase of the Rockpoint interest. In 2024, the Company recorded transaction-related costs primarily related to the sale of the former Office Portfolio and the withdrawal of its public offering of common stock.

Depreciation and amortization. Depreciation and amortization decreased $3.5 million, or 4.0 percent, for 2024 as compared to 2023, primarily due to lease intangibles acquired in 2022 that were fully amortized prior to 2024.

Land and other impairments, net. In 2024 and 2023, the Company recorded net $2.6 million and $9.3 million of impairment charges on developable land parcels, respectively.

Interest expense. Interest expense decreased $1.4 million, or 1.5 percent, for 2024 as compared to 2023. The decrease is primarily due to lower interest expense as a result of the payoff of various mortgage loans in 2024, partially offset by interest expense incurred on the 2024 Credit Facility.

Interest cost of mandatorily redeemable noncontrolling interests. During 2023, the Company recognized $49.8 million in interest cost of mandatorily redeemable noncontrolling interests related to the Company's redemption of Rockpoint's interests.

Interest and other investment income (loss). Interest and other investment income decreased $3.1 million, or 57.1 percent, for 2024 compared to 2023, primarily related to interest income earned on higher cash balances from sales proceeds received in 2023.

Equity in earnings (loss) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $0.8 million or 26.8 percent, for 2024 as compared to 2023, due primarily to the improved operating performance of its unconsolidated joint ventures as a result of higher rental rates, and distributions recorded as equity in earnings.

Results From Operations: Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Gain (loss) on disposition of developable land. In 2024, the Company recognized a gain of $11.5 million on the sale of several developable land parcels throughout New Jersey. In 2023, the Company recorded a gain of $7.1 million on the sale of a developable land parcel in Parsippany-Troy Hills, New Jersey, as well as reversals of estimated accrued expenses from previously sold developable land holdings. See Note 3: Investments in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements.


	Years Ended December 31,				Dollar Change		Percent Change
(dollars in thousands)	2025		2024
Revenue from rental operations and other:
Revenue from leases	$	264,459	$	245,690	$	18,769	7.6	%
Parking income	15,834		15,463		371		2.4

Other income	5,580		6,583		(1,003)		(15.2)
Total revenues from rental operations and other	285,873		267,736		18,137		6.8

Property expenses:
Real estate taxes	38,361		37,424		937		2.5
Utilities	9,290		8,151		1,139		14.0
Operating services	47,962		48,239		(277)		(0.6)
Total property expenses	95,613		93,814		1,799		1.9

Non-property revenues:
Management fees	2,561		3,338		(777)		(23.3)
Total non-property revenues	2,561		3,338		(777)		(23.3)

Non-property expenses:
Property management	16,673		17,247		(574)		(3.3)
General and administrative	36,753		39,059		(2,306)		(5.9)
Transaction-related costs	3,750		1,565		2,185		139.6
Depreciation and amortization	86,263		82,774		3,489		4.2

Land and other impairments, net	17,984		2,619		15,365		586.7
Total non-property expenses	161,423		143,264		18,159		12.7
Operating income (loss)	31,398		33,996		(2,598)		(7.6)
Other (expense) income:
Interest expense	(88,579)		(87,976)		(603)		0.7

Interest and other investment income	370		2,366		(1,996)		(84.4)
Equity in earnings (losses) of unconsolidated joint ventures	5,257		3,934		1,323		33.6
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	90,831		—		90,831		100.0
Gain (loss) on disposition of developable land	34,040		11,515		22,525		195.6
Gain (loss) on sale of unconsolidated joint venture interests	5,122		6,946		(1,824)		(26.3)
Gain (loss) from extinguishment of debt, net	(3,530)		(777)		(2,753)		354.3
Other income (expense), net	148		(701)		849		(121.1)
Total other income (expense), net	43,659		(64,693)		108,352		(167.5)
Income (loss) from continuing operations before income tax expense	75,057		(30,697)		105,754		(344.5)
Provision for income taxes	(231)		(276)		45		(16.3)
Income (loss) from continuing operations after income tax expense	74,826		(30,973)		105,799		(341.6)
Discontinued operations:
Income (loss) from discontinued operations	4,115		862		3,253		377.4
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	—		3,447		(3,447)		(100.0)
Total discontinued operations, net	4,115		4,309		(194)		(4.5)
Net income (loss)	$	78,941	$	(26,664)	$	105,605	(396.1)	%

Gain (loss) on sale from unconsolidated joint ventures. In January 2024, the Company's joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million and the Company recorded a gain on the sale for its interest of approximately $7.1 million. In October 2024, the Company's joint venture sold the Shops at 40 Park retail property for $15.7 million and the Company recorded a loss on the sale of its interest of approximately $0.2 million. See Note 3: Investments in Rental Property – Dispositions of Unconsolidated Joint Venture - to the Financial Statements.

Gain (loss) from extinguishment of debt, net. During 2024, the Company wrote off unamortized deferred financing costs of $0.8 million relating to the early payoff of the Soho Lofts and 145 Front Street mortgage loans. In 2023, the Company wrote off $5.6 million of unamortized deferred financing costs related to the termination of the 2021 Credit Facility, repayment of the 2023 Term Loan, and refinancing of the Haus25 mortgage loan.

Other income (expense), net. In 2024, the Company accrued legal costs associated with reverse real estate tax appeals, insurance claim deductibles, partially offset by proceeds received from a litigation settlement. In 2023, the Company received insurance proceeds of $2.9 million.

Discontinued operations. The Company recognized income from discontinued operations of $0.9 million in 2024 and loss from discontinued operations of $32.7 million in 2023. In 2024 and 2023, the Company recognized realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net, of $3.4 million and $41.7 million, respectively, on these properties. See Note 7: Discontinued Operations to the Financial Statements for additional details.

Results From Operations: Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 21, 2024.

Revenue from leases. Revenue from leases increased $18.8 million, or 7.6 percent, for 2025 as compared to 2024 due primarily to an increase in market rental rates and the consolidation of Sable in April 2025, partially offset by the impact of multifamily properties sold during 2025.

Other income. Other income decreased $1.0 million, or 15.2 percent for 2025 as compared to 2024 due primarily to lease termination fees recognized in 2024.

Real estate taxes. Real estate taxes increased $0.9 million, or 2.5 percent, for 2025 as compared to 2024 due primarily to the consolidation of Sable in April 2025, partially offset by the impact of multifamily properties sold during 2025.

Utilities. Utilities increased $1.1 million, or 14.0 percent, for 2025 as compared to 2024 due primarily to an increase in electric and gas consumption and rates.

Management fees. Management fees, which primarily relate to management fees and reimbursement of property personnel costs from the Company's third party/joint ventures management businesses, decreased $0.8 million, or 23.3 percent for 2025 as compared to 2024 due primarily to dispositions of unconsolidated joint ventures in 2025. See Note 3: Investments in Rental Property to the Consolidated Financial Statements.

Property management. Property management expenses decreased $0.6 million, or 3.3 percent, for 2025 as compared to 2024, due primarily to the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Consolidated Financial Statements.

General and administrative. General and administrative expenses decreased $2.3 million, or 5.9 percent, for 2025 compared to 2024 primarily due to higher stock and cash compensation costs in 2024

Transaction-related costs. Transaction costs increased $2.2 million, or 139.6 percent. During 2025, the Company recorded costs primarily related to compensation attributable to completed transactions and non-recurring strategic advisory matters. In 2024, the Company recorded transaction-related costs primarily related to the sale of the former Office Portfolio (as defined in Note 7) and the withdrawal of its public offering of common stock.

Depreciation and amortization. Depreciation and amortization increased $3.5 million, or 4.2 percent, for 2025 as compared to 2024, primarily due to incremental capital expenditures in 2025, the consolidation of Sable in April 2025, partially offset by multifamily properties sold during 2025.

Land and other impairments, net. In 2025 and 2024, the Company recorded net $18.0 million and $2.6 million of impairment charges on land parcels, respectively. See Note 11: Disclosure of Fair Value of Assets and Liabilities to the Consolidated Financial Statements.

Interest expense. Interest expense increased $0.6 million, or 0.7 percent, for 2025 as compared to 2024, primarily due to the consolidation of Sable in April 2025, offset by the payoff of various mortgage loans.

Interest and other investment income. Interest and other investment income decreased $2.0 million, or 84.4 percent, for 2025 compared to 2024, primarily due to interest income earned on higher cash balances in 2024.

Equity in earnings (losses) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $1.3 million or 33.6 percent, for 2025 as compared to 2024, primarily due to the disposition of the Company's interest in two unconsolidated joint ventures in 2025 and improved operating performance of its unconsolidated joint ventures as a result of higher rental rates.

Realized gains (losses) and unrealized (gains) losses on disposition of rental property, net. During 2025, the Company sold four multifamily properties, and as a result, recognized realized gains, net of impairment charges of $90.8 million. See Note 3: Investments in Rental Property to the Consolidated Financial Statements.

Gain (loss) on disposition of developable land. In both 2025 and 2024, the Company sold several parcels of land and as a result, recognized a total net gains on disposition of developable land of $34.0 million and $11.5 million, respectively. See Note 3: Investments in Rental Property to the Consolidated Financial Statements.

Gain (loss) on sale from unconsolidated joint venture interests. During 2025, the Company sold its interests in two unconsolidated joint ventures and recorded a gain on sale for its interest of $5.1 million. During 2024, the Company's joint

ventures sold their underlying multifamily rental and retail properties and recorded a net gain on the sales for its interest of $6.9 million. See Note 3: Investments in Rental Property to the Consolidated Financial Statements.

Gain (loss) from extinguishment of debt, net. During 2025, the Company wrote off unamortized deferred financing costs of $3.5 million relating to the extinguishment of the 2024 Term Loan and three mortgage loans. During 2024, the Company wrote off $0.8 million of unamortized deferred financing costs relating to the early extinguishment of two mortgage loans.

Other income (expense), net. During 2024, the Company accrued legal costs associated with reverse real estate tax appeals, insurance claim deductibles, partially offset by proceeds received from a litigation settlement.

Discontinued operations. Total discontinued operations, net, decreased $0.2 million, or 4.5 percent, from $4.1 million in 2025 compared to $4.3 million in 2024. In 2025, the Company recognized income primarily from the successful resolution of real estate tax appeals related to formerly owned office properties. In 2024, the Company recognized income primarily from the result of operations from its final office property sold in early 2024, the return of escrow balances from previously sold properties, and successful resolution of real estate tax appeals related to formerly owned office properties. See Note 7: Discontinued Operations to the Financial Statements.

Results From Operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 24, 2025.

Liquidity and Capital Resources

Overview

Liquidity is a measurement of the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and other general business needs. In addition to cash on hand, the primary sources of funds for short-term and long-term liquidity requirements, including working capital, distributions, debt service and additional investments, consist of: (i) borrowings under the revolving credit facility; (ii) proceeds from sales of real estate; and (iii) cash flow from operations. The Company believe these sources of financing will be sufficient to meet our short-term and long-term liquidity requirements.

The Company's cash flow from operations primarily consists of rental revenue which is the principal source of funds that is used to pay operating expenses, debt service, general and administrative expenses, operating capital expenditures, dividends, and transaction-related expenses. The Company expects to meet its short-term liquidity requirements generally through its working capital, which may include proceeds from the sales of rental properties and land, net cash provided by operating activities and draws from its revolving credit facility.

Cash Flows

Cash, cash equivalents and restricted cash ~~decreased~~increased by $305.31 million to $2429.34 million at December 31, ~~2024~~2025, compared to $5424.63 million at December 31, ~~2023~~2024. This ~~decrease~~increase is comprised of the following net cash flow items:

(1)$5276.30 million provided by operating activities.

(2)$~~162~~445.14 million provided by investing activities, consisting primarily of the following:

(a)$89340.01 million received from proceeds offrom the ~~sales~~sale of rental property ~~in continuing operations~~;

(b)$79163.10 million received from proceeds of ~~rental~~the ~~properties~~sale ~~included~~of indevelopable ~~discontinued operations~~land;

(c)$1210.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures;

(d)$67.1 million received from proceeds from the sale of investments in unconsolidated joint ventures;

(e)$1836.45 million used for ~~additions~~the topurchase ~~rental~~of ~~property~~unconsolidated ~~and~~joint ~~improvements~~venture ~~and~~interest, ~~other~~net ~~costs;~~of ~~and~~cash acquired;

(f)$631.14 million used for ~~the~~additions ~~development~~to of rental property and ~~other~~improvements ~~related~~and other costs.; and

(3g)$~~244~~7.64 million used infor ~~financing~~the ~~activities,~~development ~~consisting~~of ~~primarily~~rental ofproperty ~~the~~and ~~following:~~other related costs.

(a3)$~~535~~516.03 million used ~~for~~in ~~repayments~~financing ~~of mortgages~~activities, ~~loans~~consisting ~~payable~~primarily ~~and~~of ~~other~~the ~~obligations;~~following:

(ba)$24370.10 million used for ~~payments~~repayments of ~~common~~the ~~dividends~~revolving ~~and~~credit ~~distributions~~facility;

(cb)$22200.0 million used for repayments of ~~revolving~~the ~~credit~~term ~~facility~~loan;

(dc)$17135.32 million used for ~~payments~~repayments of ~~financing~~mortgages, ~~and~~loans ~~derivative~~payable ~~premium~~and ~~costs~~other obligations;

(ed)$1533.70 million used for ~~the~~payments ~~redemption~~ of ~~redeemable~~common ~~noncontrolling~~dividends ~~interests~~and distributions;

(fe)$419.06 million used for ~~other~~distributions ~~financing~~to ~~actives~~noncontrolling interests;

(gf)$24.14 million used for ~~distributions~~payment for taxes related to ~~noncontrolling~~the ~~interests~~net share settlement of stock compensation awards;

(hg)$01.56 million used for ~~distributions~~payments toof ~~redeemable~~financing ~~noncontrolling~~and ~~interests~~derivative premium costs; and

(ih)$~~200~~248.0 million received from borrowings from the ~~term~~revolving ~~loan;~~credit facility.

(j)$174.0 million received from borrowings from the revolving credit facility; and

(k)$1.8 million received from share issuance proceeds, net.

To maintain its qualification as a REIT under the IRS Code, the General Partner must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains. However, any such distributions, whether for federal income tax purposes or otherwise, would be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock dividends and distributions, and scheduled debt service on the Company’s debt. If and to the extent the Company retains and does not distribute any net capital gains, the General Partner will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.

earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, economic conditions and other32

30Dividends declared (on a per share basis) for the year ended December 31, 2025 were as follows:

factors.


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
February 27, 2025	March 31, 2025	April 10, 2025	$0.0800
May 28, 2025	June 30, 2025	July 10, 2025	$0.0800
August 25, 2025	September 30, 2025	October 10, 2025	$0.0800
November 5, 2025	December 31, 2025	January 9, 2026	$0.0800

The General Partner, as of the taxable year ended December 31, ~~2023~~2024, the most recent year for which tax returns have been

filed, has net operating losses of $~~240~~320.08 million and $47.2 million of capital loss carryovers.

~~Dividends~~Restrictions ~~declared (on a~~ per ~~share basis) for~~ the ~~year~~Merger ~~ended December 31, 2024 were as follows:~~Agreement

Date of Declaration	Date of Record	Date of Payment	Dividend Declared
February 27, 2024	April 3, 2024	April 16, 2024	$0.0525
May 6, 2024	July 3, 2024	July 16, 2024	$0.0600
August 5, 2024	September 30, 2024	October 16, 2024	$0.0700
November 13, 2024	December 31, 2024	January 10, 2025	$0.0800

Pursuant to the terms of the Merger Agreement, the Company agreed to certain capital restrictions as we conduct our business until the closing of the Merger Agreement, which includes, but is not limited to:

•Declaration and payment of the regularly quarterly dividend for the quarter ending March 31, 2026, not to exceed $0.08 per share or unit. No additional dividends or distributions are permitted without the written consent of Parent, except as necessary to preserve the Company’s tax status as a real estate investment trust or to avoid the imposition of income or excise taxes;

•Certain equity activity is prohibited, including the issuance of additional securities, and splits or repurchases of any shares of the Company or its subsidiaries, with limited exceptions;

•No additional debt shall be incurred unless under certain specified circumstances;

•The Company will not make capital expenditures outside of those set forth in the Merger Agreement and normal, recurring capital expenditures necessary to fulfil obligations under existing contracts and agreements; and

•Restriction on the purchase, transfer, or disposition of any properties of Company, unless under certain defined circumstances as set forth in the Merger Agreement.

Debt Financing

Debt Strategy

The Company has historically utilized a combination of corporate and property level indebtedness. The Company will seek to refinance or retire its debt obligations at maturity with available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property level indebtedness on or before the applicable maturity dates.

Debt Summary

The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, ~~2024~~2025:

	Balance($000’s)		% of Total		Weighted AverageInterest Rate		Weighted AverageMaturity in Years
Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility (a)	$	1,683,966	99.88	%	5.05	%	2.76
Fixed Rate & Hedged Debt, including Revolving Credit Facility (a)	$	1,369,574	100.00	%	4.90	%	1.99
Unhedged portion of Revolving Credit Facility	2,000		0.12	%	7.08	%	2.31
Totals/Weighted Average:	$	1,369,574	100.00	%	4.90	%	1.99
Totals/Weighted Average:	$	1,685,966	100.00	%	5.05	%	2.76
Unamortized deferred financing costs (b)	(7,416)
Unamortized deferred financing costs (b)	(13,653)
Total Debt, Net	$	1,362,158
Total Debt, Net	$	1,672,313

(a)Includes debt with interest rate caps outstanding with a notional amount of $~~591~~330.50 million.

(b)Excludes $43.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, ~~2024~~2025.

3133

Debt Maturities

Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, ~~2024~~2025 are as follows:

Period	ScheduledAmortization($000’s)		PrincipalMaturities($000’s)		Total($000’s)		Weighted Avg.Effective Interest Rate ofFuture Repayments
2025	$	9,419	$	—	$	9,419	3.68	%
2026	$	6,121	$	411,404	$	417,525	4.44	%
2026	7,879		467,904		475,783		4.65	%
2027	3,791		294,494		298,285		3.93	%
2027	5,326		657,318		662,644		5.11	%
2028	733		343,061		343,794		6.04	%
2028	2,396		343,061		345,457		6.03	%
2029	573		309,397		309,970		5.18	%
2029	2,289		127,792		130,081		4.58	%
Sub-total	11,218		1,358,356		1,369,574		4.90	%
Thereafter	1,770		60,812		62,582		3.21	%
Unamortized deferred financing costs (a)	(7,416)		—		(7,416)
Sub-total	29,079		1,656,887		1,685,966		5.05	%
Totals/Weighted Average	$	3,802	$	1,358,356	$	1,362,158	4.90	%
Unamortized deferred financing costs (a)	(13,653)		—		(13,653)
Totals/Weighted Average	$	15,426	$	1,656,887	$	1,672,313	5.05	%

(a)Excludes $43.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, ~~2024~~2025.

Unencumbered Properties

As of December 31, ~~2024~~2025, the Company had ~~two~~four unencumbered properties, with a carrying value of $33180.43 million.

Equity Financing and Registration Statements

~~Shelf~~Access ~~Registration~~to ~~Statements~~Capital Markets

~~The~~Since 2008, the General Partner ~~has~~maintained ana ~~effective~~ shelf registration statement on Form S-3/ASR filed with the SEC for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the General Partner, under which $100 million of shares of common stock ~~have~~were ~~been~~previously allocated for sale pursuant to the Company's ATM Program commenced in November 2023 and 133,759 shares have been sold, for gross proceeds of $2.1 million, as of December 31, ~~2024~~2025. No shares were sold pursuant to the ATM Program during the year ended December 31, 2025. On February 23, 2026, this $2.0 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued.

~~The~~Also since 2008, the General Partner and the Operating Partnership ~~also~~maintained ~~have~~a ~~an effective~~ shelf registration statement on Form S-3/ASR filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities ~~have~~had been sold as of December 31, ~~2024~~2025. On February 23, 2026, this $2.5 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued.

As well-known season issuers, the General Partner and Operating Partnership are eligible to use Form S-3/ASR for the automatically effective registration of any amount and any class of equity or debt securities as the General Partner may deem necessary or appropriate at any time in the future.

Dividend Reinvestment and Stock Purchase Plan

The ~~Company~~General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the ~~Company~~General Partner waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the ~~Company~~General ’s effective registration statement on Form S-3/ASR filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP. On February 23, 2026, the registration statement on Form S-3/ASR for the DRIP expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued under the DRIP.

Share Repurchase Program

On February 19, 2025, the Board of Directors approved a $100 million share repurchase program, with share repurchases

under the new program authorized to begin on March 26, 2025. The repurchase program is set to expire in February 2027.

During the year ended December 31, 2025, the Company did not repurchase any shares.

Off-Balance Sheet Arrangements

Unconsolidated Joint Venture Debt

The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company may agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of December 31, 2025, there was no outstanding balance of such debt that was guaranteed by the Company.

agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of December 31, 2024, there was no outstanding balance of such debt that was guaranteed by the Company.

The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Consolidated Financial Statements.

Funds from Operations

Funds from operations (“FFO”) (available to common stock and unit holders) is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO can facilitate comparison of operating performance between equity REITs.

FFO should not be considered as an alternative to net income available to common shareholders as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact that not all real estate companies use the same definition. However, the Company’s FFO is comparable to the FFO of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“NAREIT”).

As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be the most comparable earnings measure to FFO, the following table presents a reconciliation of net income available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 (in thousands):

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income (loss) available to common shareholders	$	(23,120)	$	(107,265)	$	(52,066)
Net income (loss) available to common shareholders (a)	$	75,239	$	(23,120)	$	(107,265)
Add (deduct):
Noncontrolling interests in Operating Partnership	(26,~~531)~~569		(112,~~174~~531)		(511,~~688~~174)
Noncontrolling interests in discontinued operations	~~371~~347		~~779~~371		~~414~~779
Real estate-related depreciation and amortization on continuing operations (a)	92,164		95,695		87,572
Real estate-related depreciation and amortization on continuing operations (b)	89,806		92,164		95,695
Real estate-related depreciation and amortization on discontinued operations	~~635~~—		~~12,689~~635		3312,~~901~~689
Property impairments on discontinued operations	—		~~32,516~~—		9432,~~811~~516
Continuing operations: (Gain) loss on sale from unconsolidated joint ventures	(65,~~946~~122)		—(6,946)		—
Discontinued operations: (Gain) loss on sale from unconsolidated joint ventures	—		—		(7,677)
Continuing operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(90,831)		—		—
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	~~(1,548)~~—		(21,~~411~~548)		(612,~~676~~411)
Funds from operations available to common stock and Operating Partnership unitholders (b) (c)	$	59,025	$	20,829	$	89,591
Funds from operations available to common stock and Operating Partnership unitholders	$	76,008	$	59,025	$	20,829

(a)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests, of $10.2 million, $10.3 million and $10.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Excludes non-real estate-related depreciation and amortization of $0.8 million, $1.0 million and $1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. 35

(ba)~~Net~~Includes ~~loss~~land ~~available~~impairment ~~to common shareholders in 2024~~charges, ~~2023~~after ~~and~~allocations ~~2022~~to ~~included~~Noncontrolling ~~$2.6~~interests ~~million,~~in ~~$9.3~~consolidated ~~million~~joint ~~and $9.4 million~~ventures, ~~respectively,~~ of ~~land impairment charges and~~ $1316.4 million, $462.36 million, and $579.3 million, ~~respectively,~~for ~~from~~the ayears ~~gain~~ended onDecember 31, ~~disposition~~2025, ~~of developable land~~2024, ~~which are included in the calculation to arrive at funds from operations as such gains~~ and ~~charges~~2023, ~~relate to non-depreciable assets~~respectively.

Also includes gains (closses)~~Includes~~ ~~$49.8~~on ~~million~~disposition of ~~interest~~developable ~~cost~~land, ~~related~~after allocations to ~~the~~Noncontrolling ~~mandatorily~~interests ~~redeemable~~in ~~noncontrolling~~consolidated ~~interests~~joint ventures, of $34.6 million, $13.4 million, and $46.3 million for the ~~year~~years ended December 31, 2025, 2024, and 2023, respectively.

These balances are included in the calculation to arrive at funds from operations as such charges relate to non-depreciable assets.

(b)Includes the Company's share from unconsolidated joint ventures, and adjustments for noncontrolling interests of $4.2 million, $10.2 million, and $10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Excludes non-real estate-related depreciation and amortization of $0.6 million, $0.8 million, and $1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from its indebtedness primarily from changes in market interest rates. The Company monitors interest rate risk as an integral part of its overall risk management. The Company manages its exposure to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate.

33As of December 31, 2025, the Company's indebtedness with an aggregate principal balance of $1.4 billion had an estimated aggregate fair value of $1.4 billion.

toChanges in interest ~~rate~~rates, ~~risk~~impact bythe ~~utilizing~~fair value of the Company's fixed rate ~~indebtedness~~debt orinstruments, bycomputed ~~hedging~~using current market yields. Approximately $1.2 billion of the ~~majority~~Company’s long-term debt as of ~~its~~December 31, ~~floating~~2025 ~~rate~~bears ~~indebtedness~~interest at fixed rates with a weighted average coupon of 4.87% and therefore the fair value of these instruments is affected by changes in market interest ~~rate~~rates. ~~swaps~~If market rates of interest increased or ~~caps~~decreased by 100 basis points, the fair value of the Company’s fixed rate debt as ~~appropriate~~of December 31, 2025 would be approximately $24. 4 million lower or higher, respectively.

AsThe effective interest rates on the Company’s $215.0 million variable rate debt hedged by interest-rate caps, as of December 31, ~~2024~~2025 ranged from SOFR plus 141 basis points to SOFR plus 222 basis points. Assuming interest-rate caps are not in effect as of December 31, 2025, if market rates of interest on the Company'’s ~~indebtedness~~variable ~~with~~rate andebt ~~aggregate~~increased ~~principal~~or ~~balance~~decreased ofby ~~$1.7~~100 ~~billion~~basis ~~had~~points, anthen ~~estimated~~the ~~aggregate~~increase ~~fair~~or ~~value~~decrease ofin interest costs on the Company’s variable rate debt would be approximately $12.62 ~~billion~~million annually.

Changes in interest rates, impact the fair value of the Company's fixed rate debt instruments, computed using current market yields. Approximately $1.1 billion of the Company’s long-term debt as of December 31, 2024 bears interest at fixed rates with a weighted average coupon of 4.62% and therefore the fair value of these instruments is affected by changes in market interest rates. If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, 2024 would be approximately $29.8 million lower or higher, respectively.

The effective interest rates on the Company’s $591.5 million variable rate debt hedged by interest-rate caps, as of December 31, 2024 ranged from SOFR plus 141 basis points to SOFR plus 275 basis points. Additionally, the effective

interest rate on the Company’s $2.0 million variable rate debt, which is not hedged by interest-rate caps, as of December 31, 2024 was SOFR plus 272 basis points. Assuming interest-rate caps are not in effect as of December 31, 2024, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $5.9 million annually.

The following table summarizes the principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates.

December 31, 2024
December 31, 2025
Debt, including current portion ($ in thousands)	~~2025~~2026	~~2026~~2027	~~2027~~2028	~~2028~~2029	~~2029~~	~~Thereafter~~	Sub-total	Other (a)	Total	FairValue
Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility	$9,419	$475,783	$660,644	$345,457	$130,081	$62,582	$1,683,966	$(13,653)	$1,670,313	$1,644,445
Fixed Rate & Hedged Debt, including Revolving Credit Facility	$417,525	$298,285	$343,794	$309,970			$1,369,574	$(7,416)	$1,362,158	$1,393,128
Weighted Average Interest Rate	34.6844%	43.6593%	56.1004%	65.0318%	~~4.58%~~	~~3.21%~~			54.0590%
Unhedged portion of Revolving Credit Facility	$—	$—	$2,000	$—	$—	$—	$2,000	$—	$2,000	$2,000
Weighted Average Interest Rate			7.08%						7.08%

(a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, ~~2024~~2025.

(b) Excludes $43.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, ~~2024~~2025.

While the Company has not experienced any significant credit losses, in a significant rising interest rate environment and/or economic downturn, tenant vacancies or defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity, including its ability to pay its debt obligations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company and the Report of PricewaterhouseCoopers LLP, together with the notes to the Consolidated Financial Statements of the Company, as set forth in the index in Item 15: Exhibits and Financial Statements, are filed under this Item 8: Financial Statements and Supplementary Data and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Veris Residential, Inc.

Disclosure Controls and Procedures. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has evaluated the effectiveness of the General Partner’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the General Partner’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the General Partner’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the General Partner in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the General Partner’s chief executive officer and chief financial officer, or persons performing similar functions, and effected by the General Partner’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the General Partner’s internal control over financial reporting, and includes those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the General Partner;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the General Partner are being made only in accordance with authorizations of management and directors of the General Partner; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the General Partner’s assets that could have a material effect on the financial statements.

The General Partner’s management has evaluated the effectiveness of the General Partner’s internal control over financial reporting as of December 31, ~~2024~~2025 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our assessment and those criteria, the General Partner’s management has concluded that the General Partner’s internal control over financial reporting was effective as of December 31, ~~2024~~2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

The effectiveness of the General Partner’s internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the General Partner’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting.

Veris Residential, L.P.

Disclosure Controls and Procedures. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Operating Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the General Partner’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the Operating Partnership’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Operating Partnership in the reports that it files or submits under the Exchange Act.

procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Operating Partnership in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the General Partner’s chief executive officer and chief financial officer, or persons performing similar functions, and effected by the General Partner’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the Operating Partnership’s internal control over financial reporting, and includes those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the General Partner; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the financial statements.

The General Partner’s management has evaluated the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, ~~2024~~2025 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our assessment and those criteria, the General Partner’s management has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, ~~2024~~2025.

The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

(a) None.

(b) No director or officer of the General Partner or Operating Partnership has entered into any contract, instruction, written plan or arrangement for the purchase or sale of securities of the General Partner or the Operating Partnership.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

(a) Not Applicable.

(b) Not Applicable.

~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~39

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1110, ~~2025~~2026, and is incorporated herein by reference.

3740

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1.All Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID 238)

Consolidated Balance Sheets as of December 31, ~~2024~~2025 and ~~2023~~2024

Consolidated Statements of Operations for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Changes in Equity for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Notes to Consolidated Financial Statements

(a) 2.Financial Statement Schedules

(i)Veris Residential, Inc. and Veris Residential, L.P.:

Schedule III – Real Estate Investments and Accumulated Depreciation as of December 31, ~~2024~~2025 with reconciliations for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

(a) 3.Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

ITEM 16. FORM 10-K SUMMARY

Not Applicable

3841

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Veris Residential, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Veris Residential, Inc. and its subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

3942

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Indicators of Impairment for Rental Property Held for Use, Net

As described in Note 2 to the consolidated financial statements, the Company’s rental property held for use, net was $2.86 billion as of December 31, ~~2024~~2025. On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired. The principal considerations for our determination that performing procedures relating to the assessment of indicators of impairment for rental property held for use, net is a critical audit matter are (i) the significant judgment by management in assessing whether there are any indicators that the value of the Company’s rental properties held for use may be impaired and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of indicators of impairment related to property operating performance, changes in anticipated holding period, and general market conditions. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of indicators of impairment for rental properties held for use. These procedures also included, among others (i) testing management’s process for assessing whether there are any indicators that the value of the Company’s rental properties held for use may be impaired; (ii) testing the completeness and accuracy of the underlying data used in management’s assessment of indicators of impairment; and (iii) evaluating the reasonableness of management’s assessment of indicators of impairment related to property operating performance, changes in anticipated holding period, and general market conditions. Evaluating property operating performance involved considering current and past performance of the properties. Evaluating the anticipated holding period involved considering management’s intent with respect to holding or disposing of the properties. Evaluating the general market conditions involved considering changes in market conditions and evidence obtained in other areas of the audit.

The principal considerations for our determination that performing procedures relating to the assessment of indicators of impairment for rental property held for use, net is a critical audit matter are (i) the significant judgment by management in assessing whether there are any indicators that the value of the Company’s rental properties held for use may be impaired and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of indicators of impairment related to property operating performance, changes in anticipated holding period, and general market conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of indicators of impairment for rental properties held for use. These procedures also included, among others (i) testing management’s process for assessing whether there are any indicators that the value of the Company’s rental properties held for use may be impaired; (ii) testing the completeness and accuracy of the underlying data used in management’s assessment of indicators of impairment; and (iii) evaluating the reasonableness of management’s assessment of indicators of impairment related to property operating performance, changes in anticipated holding period, and general market conditions. Evaluating property operating performance involved considering current and past performance of the properties. Evaluating the anticipated holding period involved considering management’s intent with respect to holding or disposing of the properties. Evaluating the general market conditions involved considering changes in market conditions and evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 24 23, ~~2025~~2026

We have served as the Company’s auditor since 1994.

4043

Report of Independent Registered Public Accounting Firm

To the Partners of Veris Residential, L.P.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Veris Residential, L.P. and its subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

Definition and Limitations of Internal Control over Financial Reporting

4144

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Assessment of Indicators of Impairment for Rental Property Held for Use, Net

/s/ PricewaterhouseCoopers LLP

New York, New York

February 24 23, ~~2025~~2026

We have served as the Company’s auditor since 1998.

4245


VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)

ASSETS	December 31,~~2024~~2025		December 31,~~2023~~2024
Rental property
Land and leasehold interests	$	~~458~~376,~~946~~710	$	~~474~~458,~~499~~946
Buildings and improvements	2,~~634~~584,~~321~~333		2,~~782~~634,~~468~~321
Tenant improvements	1416,~~784~~745		3014,~~908~~784
Furniture, fixtures and equipment	~~112~~118,~~201~~797		~~103~~112,~~613~~201
	3,220,252		3,391,488
	3,096,585		3,220,252
Less – accumulated depreciation and amortization	(~~432~~516,~~531~~404)		(~~443~~432,~~781~~531)
	2,787,721		2,947,707
	2,580,181		2,787,721
Real estate held for sale, net	~~7,291~~—		587,~~608~~291
Net investment in rental property	2,~~795~~580,~~012~~181		32,~~006~~795,~~315~~012
Cash and cash equivalents	714,~~251~~128		287,~~007~~251
Restricted cash	1715,~~059~~232		2617,~~572~~059
Investments in unconsolidated joint ventures	~~111~~52,~~301~~188		~~117~~111,~~954~~301
Unbilled rents receivable, net	23,~~253~~643		52,~~500~~253
Deferred charges and other assets, net	4840,~~476~~588		5348,~~956~~476
Accounts receivable	~~1,375~~911		21,~~742~~375
Total assets	$	2,~~982~~706,~~727~~871	$	32,~~241~~982,~~046~~727
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	~~348~~30,~~839~~000	$	—348,839
Mortgages, loans payable and other obligations, net	1,~~323~~332,~~474~~158		1,~~853~~323,~~897~~474
Dividends and distributions payable	8,~~533~~697		58,~~540~~533
Accounts payable, accrued expenses and other liabilities	4244,~~744~~610		5542,~~492~~744
Rents received in advance and security deposits	11,~~512~~419		1411,~~985~~512
Accrued interest payable	5,~~262~~031		65,~~580~~262
Total liabilities	1,~~740~~431,~~364~~915		1,~~936~~740,~~494~~364
Commitments and contingencies
Redeemable noncontrolling interests	9,294		249,~~999~~294
Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized,
92,912,253 and 92,229,424 shares outstanding	929		922
93,432,649 and 92,912,253 shares outstanding	934		929
Additional paid-in capital	2,~~564~~572,~~495~~743		2,~~553~~564,~~060~~495
Dividends in excess of net earnings	(1,~~466~~421,~~187~~369)		(1,~~418~~466,~~312~~187)
Accumulated other comprehensive income (loss)	~~154~~(687)		~~1,808~~154
Total Veris Residential, Inc. stockholders’ equity	1,~~099~~151,~~391~~621		1,~~137~~099,~~478~~391
Noncontrolling interests in subsidiaries:
Operating Partnership	~~102~~105,~~588~~849		~~107~~102,~~206~~588
Consolidated joint ventures	318,~~090~~192		3431,~~869~~090
Total noncontrolling interests in subsidiaries	~~133~~114,~~678~~041		~~142~~133,~~075~~678
Total equity	1,~~233~~265,~~069~~662		1,~~279~~233,~~553~~069
Total liabilities and equity	$	2,~~982~~706,~~727~~871	$	32,~~241~~982,~~046~~727

The accompanying notes are an integral part of these consolidated financial statements.

4346


VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)

	Year Ended December 31,
REVENUES	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue from leases	$	~~245~~264,~~690~~459	$	~~235~~245,~~117~~690	$	~~188~~235,~~180~~117
Management fees	32,~~338~~561		3,~~868~~338		3,~~581~~868
Parking income	15,~~463~~834		15,~~498~~463		1315,~~558~~498
Other income	65,~~583~~580		56,~~812~~583		85,~~036~~812
Total revenues	~~271~~288,~~074~~434		~~260~~271,~~295~~074		~~213~~260,~~355~~295
EXPENSES
Real estate taxes	3738,~~424~~361		3437,~~687~~424		3334,~~995~~687
Utilities	89,~~151~~290		78,~~700~~151		7,~~018~~700
Operating services	4847,~~239~~962		5048,~~769~~239		4750,~~200~~769
Property management	1716,~~247~~673		1417,~~188~~247		1014,~~549~~188
General and administrative	3936,~~059~~753		4439,~~443~~059		5544,~~919~~443
Transaction-related costs	13,~~565~~750		71,~~627~~565		37,~~468~~627
Depreciation and amortization	8286,~~774~~263		8682,~~235~~774		7786,~~903~~235
Land and other impairments, net	217,~~619~~984		92,~~324~~619		9,~~368~~324
Total expenses	~~237~~257,~~078~~036		~~254~~237,~~973~~078		~~245~~254,~~420~~973
OTHER (EXPENSE) INCOME
Interest expense	(8788,~~976~~579)		(8987,~~355~~976)		(6689,~~381~~355)
Interest cost of mandatorily redeemable noncontrolling interests	—		~~(49,782)~~—		—(49,782)
Interest and other investment income	~~2,366~~370		52,~~515~~366		~~729~~5,515
Equity in earnings (loss) of unconsolidated joint ventures	3,934		3,102		1,200
Equity in earnings (losses) of unconsolidated joint ventures	5,257		3,934		3,102
Gain (loss) on disposition of developable land	11,515		7,068		57,262
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	90,831		—		—
Gain (loss) on sale of unconsolidated joint venture interests	6,946		—		—
Gain (loss) on disposition of developable land	34,040		11,515		7,068
Gain (loss) from extinguishment of debt, net	(777)		(5,606)		(129)
Gain (loss) on sale of unconsolidated joint venture interests	5,122		6,946		—
Other income (expense), net	(701)		2,871		—
Gain (loss) from extinguishment of debt, net	(3,530)		(777)		(5,606)
Total other income (expense), net	(64,693)		(126,187)		(7,319)
Other income (expense), net	148		(701)		2,871
Income (loss) from continuing operations before income tax expense	(30,697)		(120,865)		(39,384)
Total other income (expense), net	43,659		(64,693)		(126,187)
Provision for income taxes	(276)		(492)		—
Income (loss) from continuing operations before income tax expense	75,057		(30,697)		(120,865)
Income (loss) from continuing operations after income tax expense	(30,973)		(121,357)		(39,384)
Provision for income taxes	(231)		(276)		(492)
Income (loss) from continuing operations after income tax expense	74,826		(30,973)		(121,357)
Discontinued operations:
Income (loss) from discontinued operations	~~862~~4,115		~~(32,686)~~862		(6432,~~854~~686)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	~~3,447~~—		413,~~682~~447		6941,~~353~~682
Total discontinued operations, net	4,~~309~~115		84,~~996~~309		48,~~499~~996
Net income (loss)	~~(26~~78,~~664)~~941		(~~112~~26,~~361~~664)		(34112,~~885~~361)
Noncontrolling interests in consolidated joint ventures	13,~~924~~538		21,~~319~~924		32,~~079~~319
Noncontrolling interests in Operating Partnership of loss (income) from continuing operations	2(6,~~531~~569)		112,~~174~~531		511,~~688~~174
Noncontrolling interests in Operating Partnership in discontinued operations	(~~371~~347)		(~~779~~371)		(~~414~~779)
Redeemable noncontrolling interests	(~~540~~324)		(~~7,618~~540)		(257,~~534~~618)
Net income (loss) available to common shareholders	$	~~(23~~75,~~120)~~239	$	(~~107~~23,~~265~~120)	$	(52107,~~066~~265)
Basic earnings per common share:
Income (loss) from continuing operations	$	(0.~~29)~~77	$	(10.3129)	$	(01.6831)
Discontinued operations	0.04		0.0904		0.0509
Net income (loss) available to common shareholders	$	(0.~~25)~~81	$	(10.2225)	$	(01.6322)
Diluted earnings per common share:
Income (loss) from continuing operations	$	(0.~~29)~~76	$	(10.3129)	$	(01.6831)
Discontinued operations	0.04		0.0904		0.0509
Net income (loss) available to common shareholders	$	(0.~~25)~~80	$	(10.2225)	$	(01.6322)
Basic weighted average shares outstanding	9293,~~695~~355		9192,~~883~~695		91,~~046~~883
Diluted weighted average shares outstanding	~~101~~102,~~381~~363		~~100~~101,~~812~~381		100,~~265~~812

The accompanying notes are an integral part of these consolidated financial statements.

4447


VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income (loss)	$	~~(26~~78,~~664)~~941	$	(~~112~~26,~~361~~664)	$	(34112,~~885~~361)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate caps	(~~1,809~~919)		(21,~~375~~809)		4(2,~~366~~375)
Comprehensive income (loss)	$	~~(28~~78,~~473)~~022	$	(~~114~~28,~~736~~473)	$	(30114,~~519~~736)
Comprehensive loss (income) attributable to noncontrolling interests in consolidated joint ventures	13,~~924~~538		21,~~319~~924		32,~~079~~319
Comprehensive loss (income) attributable to redeemable noncontrolling interests	(~~540~~324)		(~~7,618~~540)		(257,~~534~~618)
Comprehensive loss (income) attributable to noncontrolling interests in Operating Partnership	2(6,~~315~~838)		102,~~601~~315		410,~~876~~601
Comprehensive income (loss) attributable to common shareholders	$	~~(24~~74,~~774)~~398	$	(~~109~~24,~~434~~774)	$	(48109,~~098~~434)

The accompanying notes are an integral part of these consolidated financial statements.

4548


VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands)

	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
	Shares	Par Value
Balance at January 1, 2022	90,948	$	909	$	2,530,383	$	(1,249,319)	$	9	$	167,436	$	1,449,418
Balance at January 1, 2023	91,142	$	911	$	2,532,182	$	(1,301,385)	$	3,977	$	163,652	$	1,399,337
Net income (loss)	—	—		—		(52,066)		—		17,181		(34,885)
Common unit distributions	—	—		—		—		—		218		218
Redeemable noncontrolling interests	—	—		(5,475)		—		—		(26,082)		(31,557)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		239		239
Redemption of common units for common stock	12	—		161		—		—		(161)		—
Redemption of common units	—	—		—		—		—		(1,826)		(1,826)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	2	—		23		—		—		—		23
Directors' deferred compensation plan	—	—		440		—		—		—		440
Stock compensation	231	2		9,926		—		—		3,839		13,767
Cancellation of restricted shares	(51)	—		(866)		—		—		—		(866)
Other comprehensive income (loss)	—	—		—		—		3,968		398		4,366
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(2,410)		—		—		2,410		—
Balance at December 31, 2022	91,142	$	911	$	2,532,182	$	(1,301,385)	$	3,977	$	163,652	$	1,399,337
Net income (loss)	—	—		—		(107,265)		—		(5,096)		(112,361)
Shares issued under ATM Program, net	—	—		(540)		—		—		—		(540)
Common stock dividends	—	—		—		(9,662)		—		—		(9,662)
Common unit distributions	—	—		—		—		—		(891)		(891)
Redeemable noncontrolling interests	—	—		(4,516)		—		—		(8,079)		(12,595)
Change in noncontrolling interests in consolidated joint ventures	—	—		(530)		—		—		(355)		(885)
Redemption of common units for common stock	821	8		11,363		—		—		(11,371)		—
Redemption of common units	—	—		—		—		—		(142)		(142)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		4		—		—		—		4
Directors' deferred compensation plan	21	—		394		—		—		—		394
Stock compensation	284	3		19,386		—		—		487		19,876
Cancellation of restricted shares	(39)	—		(607)		—		—		—		(607)
Other comprehensive income (loss)	—	—		—		—		(2,169)		(206)		(2,375)
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(4,076)		—				4,076		—
Balance at December 31, 2023	92,229	$	922	$	2,553,060	$	(1,418,312)	$	1,808	$	142,075	$	1,279,553
Net income (loss)	—	—		—		(23,120)		—		(3,544)		(26,664)
Shares issued under ATM Program, net	134	1		1,764		—		—		—		1,765
Common stock dividends	—	—		—		(24,755)		—		—		(24,755)
Common unit distributions	—	—		—		—		—		(2,290)		(2,290)
Redeemable noncontrolling interests	—	—		—		—		—		(540)		(540)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		(1,852)		(1,852)
Redemption of common units for common stock	22	—		268		—		—		(268)		—
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		11		—		—		—		11
Directors' deferred compensation plan	—	—		394		—		—		—		394
Stock compensation	794	8		13,251		—		—		—		13,259
Cancellation of restricted shares	(267)	(2)		(4,001)		—		—		—		(4,003)
Other comprehensive income (loss)	—	—		—		—		(1,654)		(155)		(1,809)
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(252)		—		—		252		—
Balance at December 31, 2024	92,912	$	929	$	2,564,495	$	(1,466,187)	$	154	$	133,678	$	1,233,069
Net income (loss)	—	—		—		75,239		—		3,702		78,941
Common stock dividends	—	—		—		(30,421)		—		—		(30,421)
Common unit distributions	—	—		—		—		—		(2,757)		(2,757)
Redeemable noncontrolling interests	—	—		—		—		—		(324)		(324)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		(19,360)		(19,360)
Redemption of common units for common stock	55	—		659		—		—		(659)		—
Redemption of common units	—	—		—		—		—		(456)		(456)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		9		—		—		—		9
Directors' deferred compensation plan	—	—		468		—		—		—		468
Stock compensation	735	7		11,821		—		—		—		11,828
Cancellation of restricted shares	(270)	(2)		(4,414)		—		—		—		(4,416)
Other comprehensive income (loss)	—	—		—		—		(841)		(78)		(919)
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(295)		—		—		295		—
Balance at December 31, 2025	93,432	$	934	$	2,572,743	$	(1,421,369)	$	(687)	$	114,041	$	1,265,662

The accompanying notes are an integral part of these consolidated financial statements.

4649


VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

	December 31,
CASH FLOWS FROM OPERATING ACTIVITIES	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	~~(26~~78,~~664)~~941	$	(~~112~~26,~~361~~664)	$	(34112,~~885~~361)
Net loss (income) from discontinued operations	(4,~~309~~115)		(84,~~996~~309)		(48,~~499~~996)
Net income (loss) from continuing operations	~~(30~~74,~~973)~~826		(~~121~~30,~~357~~973)		(39121,~~384~~357)
Adjustments to reconcile net income (loss) to net cash provided by
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Operating activities:
Depreciation and amortization, including related intangible assets	86,245		82,744		86,156
Depreciation and amortization, including related intangible assets	82,744		86,156		77,860
Amortization of directors deferred compensation stock units	468		394		394
Amortization of directors deferred compensation stock units	394		394		440
Amortization of stock compensation	11,690		13,171		19,876
Amortization of stock compensation	13,171		19,876		13,767
Amortization of deferred financing costs and derivative premiums	9,386		10,587		4,416
Amortization of deferred financing costs and derivative premiums	10,587		4,416		4,394
Equity in (earnings) loss of unconsolidated joint ventures	(5,257)		(3,934)		(3,102)
Equity in (earnings) loss of unconsolidated joint ventures	(3,934)		(3,102)		(1,200)
Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(90,831)		—		—
Distributions of cumulative earnings from unconsolidated joint ventures	—		—		13
(Gain) loss on disposition of developable land	(34,040)		(11,515)		(7,068)
(Gain) loss on disposition of developable land	(11,515)		(7,068)		(57,262)
Land and other impairments, net	17,984		2,619		9,324
Land and other impairments, net	2,619		9,324		9,368
(Gain) loss from sale of investment in unconsolidated joint venture	(5,122)		(6,946)		—
(Gain) loss from sale of investment in unconsolidated joint venture	(6,946)		—		—
(Gain) loss from extinguishment of debt	3,530		777		5,606
(Gain) loss from extinguishment of debt	777		5,606		129
Gain on insurance proceeds	—		—		(2,871)
Gain on insurance proceeds	—		(2,871)		—
Interest cost of mandatorily redeemable noncontrolling interests	—		—		49,782
Interest cost of mandatorily redeemable noncontrolling interests	—		49,782		—
Changes in operating assets and liabilities:
Decrease (Increase) in unbilled rents receivable, net	(~~695~~996)		~~1,755~~(695)		31,~~078~~755
Decrease (Increase) in deferred charges and other assets	52,~~030~~779		35,~~075~~030		(43,~~695)~~075
Decrease (Increase) in accounts receivable, net	~~165~~326		~~(62)~~165		(3662)
(Decrease) Increase in accounts payable, accrued expenses and other liabilities	(51,~~487)~~809		(45,~~114~~487)		1(4,~~921~~114)
(Decrease) Increase in rents received in advance and security deposits	(~~326~~1,201)		~~633~~(326)		~~3,131~~633
(Decrease) Increase in accrued interest payable	(~~1,318~~231)		42(1,318)		~~2,152~~42
Net cash flows provided by (used in) operating activities - continuing operations	5471,~~293~~365		4254,~~485~~293		1342,~~676~~485
Net cash flows provided by (used in) operating activities - discontinued operations	(14,~~965)~~602		3(1,~~055~~965)		523,~~778~~055
Net cash provided by (used in) operating activities	$	5275,~~328~~967	$	4552,~~540~~328	$	6645,~~454~~540
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles	$	—	$	—	$	(130,500)
Rental property additions and improvements	$	(31,358)	$	(18,369)	$	(12,400)
Rental property additions and improvements	(18,369)		(12,400)		(16,619)
Development of rental property and other related costs	(7,408)		(6,143)		(8,395)
Development of rental property and other related costs	(6,143)		(8,395)		(45,817)
Purchase of unconsolidated joint venture interest, net of cash acquired	(36,469)		—		—
Proceeds from the sales of rental property and developable land	88,962		23,035		153,015
Proceeds from the sales of developable land	163,034		88,962		23,035
Proceeds from the sale of investments in unconsolidated joint ventures	6,095		—		—
Proceeds from the sales of rental property	340,148		—		—
Repayment of notes receivable	32		1,303		2,926
Proceeds from the sales of investments in unconsolidated joint ventures	7,129		6,095		—
Investment in unconsolidated joint ventures	(276)		(762)		(162)
Repayment of notes receivable	—		32		1,303
Distributions in excess of cumulative earnings from unconsolidated joint ventures	12,419		12,068		13,132
Investment in unconsolidated joint ventures	—		(276)		(762)
Proceeds from insurance settlements	—		3,812		—
Distributions in excess of cumulative earnings from unconsolidated joint ventures	10,356		12,419		12,068
Other investing activities	250		1,030		—
Proceeds from insurance settlements	—		—		3,812
Net cash provided by (used in) investing activities - continuing operations	82,970		19,691		(24,025)
Other investing activities	—		250		1,030
Net cash provided by (used in) investing activities - discontinued operations	79,081		559,959		244,113
Net cash provided by (used in) investing activities - continuing operations	445,432		82,970		19,691
Net cash provided by (used in) investing activities	$	162,051	$	579,650	$	220,088
Net cash provided by (used in) investing activities - discontinued operations	—		79,081		559,959
Net cash provided by (used in) investing activities	$	445,432	$	162,051	$	579,650
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	~~174~~248,000	$	81174,000	$	~~102~~81,000
Repayment of revolving credit facility	(22,000)		(81,000)		(250,000)
Repayments of revolving credit facility	(370,000)		(22,000)		(81,000)
Borrowings from term loans	~~200,000~~—		~~115~~200,000		—115,000
Repayment of term loans	—		(115,000)		—
Repayments of term loans	(200,000)		—		(115,000)
Proceeds from mortgages and loans payable	—		~~399,561~~—		~~154~~399,~~720~~561
Repayment of mortgages, loans payable and other obligations	(535,017)		(442,066)		(245,522)
Repayments of mortgages, loans payable and other obligations	(135,206)		(535,017)		(442,066)
Redemption of redeemable noncontrolling interests, net	(15,700)		(535,488)		(12,000)
Redemptions of redeemable noncontrolling interests, net	—		(15,700)		(535,488)
Payment of early debt extinguishment costs	—		(255)		(5,140)
Payments of early debt extinguishment costs	—		—		(255)
Common unit redemptions	—(456)		~~(142)~~—		(~~2,692~~142)
Payment of financing costs and derivative premiums, net	(17,255)		(16,158)		(6,037)
Payments of financing costs and derivative premiums, net	(1,582)		(17,255)		(16,158)
Contributions from noncontrolling interests	~~203~~225		84203		2484
Distributions to noncontrolling interests	(219,~~055~~585)		(~~409~~2,055)		—(409)
Distributions to redeemable noncontrolling interests	(~~545~~324)		(~~17,121~~545)		(2517,~~640~~121)
Payment of common dividends and distributions	(24,052)		(5,123)		(61)
Payments of common dividends and distributions	(33,005)		(24,052)		(5,123)
Share issuance proceeds (costs), net	~~1,765~~—		~~(540)~~1,765		—(540)
Other financing activities	(3,992)		(603)		—
Payments for taxes related to the net share settlement of stock compensation awards	(4,416)		(3,992)		(603)
Net cash provided by (used in) financing activities	$	(~~244~~516,~~648~~349)	$	(~~618~~244,~~260~~648)	$	(~~290~~618,~~348~~260)
Net increase (decrease) in cash and cash equivalents	$	~~(30~~5,~~269)~~050	$	6(30,~~930~~269)	$	(36,~~806)~~930
Cash, cash equivalents and restricted cash, beginning of period (1)	5424,~~579~~310		4754,~~649~~579		5147,~~455~~649
Cash, cash equivalents and restricted cash, end of period (2)	$	2429,~~310~~360	$	5424,~~579~~310	$	4754,~~649~~579
Supplemental schedule of non-cash investing and financing activities:
Mortgage and loans payable assumed in real estate acquisitions	$	180,969	$	—	$	—
Mortgage and loans payable assigned through sales of rental property	$	(41,000)	$	—	$	—

(1)Includes Restricted Cash of $2617,~~572~~059, $2026,~~867~~572 and $1920,~~701~~867 as of December 31, 2024, 2023, ~~2022~~ and ~~2021~~2022, respectively.

(2)Includes Restricted Cash of $1715,~~059~~232, $2617,~~572~~059 and $2026,~~867~~572 as of December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

4750


VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per unit amounts)

ASSETS	December 31,~~2024~~2025		December 31,~~2023~~2024
Rental property
Land and leasehold interests	$	~~458~~376,~~946~~710	$	~~474~~458,~~499~~946
Buildings and improvements	2,~~634~~584,~~321~~333		2,~~782~~634,~~468~~321
Tenant improvements	1416,~~784~~745		3014,~~908~~784
Furniture, fixtures and equipment	~~112~~118,~~201~~797		~~103~~112,~~613~~201
	3,220,252		3,391,488
	3,096,585		3,220,252
Less – accumulated depreciation and amortization	(~~432~~516,~~531~~404)		(~~443~~432,~~781~~531)
	2,787,721		2,947,707
	2,580,181		2,787,721
Real estate held for sale, net	~~7,291~~—		587,~~608~~291
Net investment in rental property	2,~~795~~580,~~012~~181		32,~~006~~795,~~315~~012
Cash and cash equivalents	714,~~251~~128		287,~~007~~251
Restricted cash	1715,~~059~~232		2617,~~572~~059
Investments in unconsolidated joint ventures	~~111~~52,~~301~~188		~~117~~111,~~954~~301
Unbilled rents receivable, net	23,~~253~~643		52,~~500~~253
Deferred charges and other assets, net	4840,~~476~~588		5348,~~956~~476
Accounts receivable	~~1,375~~911		21,~~742~~375
Total assets	$	2,~~982~~706,~~727~~871	$	32,~~241~~982,~~046~~727
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	~~348~~30,~~839~~000	$	—348,839
Mortgages, loans payable and other obligations, net	1,~~323~~332,~~474~~158		1,~~853~~323,~~897~~474
Dividends payable	8,533		5,540
Dividends and distributions payable	8,697		8,533
Accounts payable, accrued expenses and other liabilities	4244,~~744~~610		5542,~~492~~744
Rents received in advance and security deposits	11,~~512~~419		1411,~~985~~512
Accrued interest payable	5,~~262~~031		65,~~580~~262
Total liabilities	1,~~740~~431,~~364~~915		1,~~936~~740,~~494~~364
Commitments and contingencies
Redeemable noncontrolling interests	9,294		249,~~999~~294
Partners’ Capital:
General Partner, 92,912,253 and 92,229,424 common units outstanding	1,035,795		1,071,973
General Partner, 93,432,649 and 92,912,253 common units outstanding	1,089,161		1,035,795
Limited partners, 8,672,247 and 8,692,561 common units/LTIPs outstanding	166,030		170,903
Limited partners, 8,587,702 and 8,672,247 common units/LTIPs outstanding	168,996		166,030
Accumulated other comprehensive income (loss)	~~154~~(687)		~~1,808~~154
Total Veris Residential, L.P. partners’ capital	1,~~201~~257,~~979~~470		1,~~244~~201,~~684~~979
Noncontrolling interests in consolidated joint ventures	318,~~090~~192		3431,~~869~~090
Total equity	1,~~233~~265,~~069~~662		1,~~279~~233,~~553~~069
Total liabilities and equity	$	2,~~982~~706,~~727~~871	$	32,~~241~~982,~~046~~727

The accompanying notes are an integral part of these consolidated financial statements.

4851


VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit amounts)

	Year Ended December 31,
REVENUES	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue from leases	$	~~245~~264,~~690~~459	$	~~235~~245,~~117~~690	$	~~188~~235,~~180~~117
Management fees	32,~~338~~561		3,~~868~~338		3,~~581~~868
Parking income	15,~~463~~834		15,~~498~~463		1315,~~558~~498
Other income	65,~~583~~580		56,~~812~~583		85,~~036~~812
Total revenues	~~271~~288,~~074~~434		~~260~~271,~~295~~074		~~213~~260,~~355~~295
EXPENSES
Real estate taxes	3738,~~424~~361		3437,~~687~~424		3334,~~995~~687
Utilities	89,~~151~~290		78,~~700~~151		7,~~018~~700
Operating services	4847,~~239~~962		5048,~~769~~239		4750,~~200~~769
Property management	1716,~~247~~673		1417,~~188~~247		1014,~~549~~188
General and administrative	3936,~~059~~753		4439,~~443~~059		5544,~~919~~443
Transaction-related costs	13,~~565~~750		71,~~627~~565		37,~~468~~627
Depreciation and amortization	8286,~~774~~263		8682,~~235~~774		7786,~~903~~235
Land and other impairments, net	217,~~619~~984		92,~~324~~619		9,~~368~~324
Total expenses	~~237~~257,~~078~~036		~~254~~237,~~973~~078		~~245~~254,~~420~~973
OTHER (EXPENSE) INCOME
Interest expense	(8788,~~976~~579)		(8987,~~355~~976)		(6689,~~381~~355)
Interest cost of mandatorily redeemable noncontrolling interests	—		~~(49,782)~~—		—(49,782)
Interest and other investment income	~~2,366~~370		52,~~515~~366		~~729~~5,515
Equity in earnings (loss) of unconsolidated joint ventures	3,934		3,102		1,200
Equity in earnings (losses) of unconsolidated joint ventures	5,257		3,934		3,102
Gain (loss) on disposition of developable land	11,515		7,068		57,262
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	90,831		—		—
Gain (loss) on sale of unconsolidated joint venture interests	6,946		—		—
Gain (loss) on disposition of developable land	34,040		11,515		7,068
Gain (loss) from extinguishment of debt, net	(777)		(5,606)		(129)
Gain (loss) on sale of unconsolidated joint venture interests	5,122		6,946		—
Other income (expense), net	(701)		2,871		—
Gain (loss) from extinguishment of debt, net	(3,530)		(777)		(5,606)
Total other income (expense), net	(64,693)		(126,187)		(7,319)
Other income (expense), net	148		(701)		2,871
Income (loss) from continuing operations before income tax expense	(30,697)		(120,865)		(39,384)
Total other income (expense), net	43,659		(64,693)		(126,187)
Provision for income taxes	(276)		(492)		—
Income (loss) from continuing operations before income tax expense	75,057		(30,697)		(120,865)
Income (loss) from continuing operations after income tax expense	(30,973)		(121,357)		(39,384)
Provision for income taxes	(231)		(276)		(492)
Income (loss) from continuing operations after income tax expense	74,826		(30,973)		(121,357)
Discontinued operations:
Income (loss) from discontinued operations	~~862~~4,115		~~(32,686)~~862		(6432,~~854~~686)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	~~3,447~~—		413,~~682~~447		6941,~~353~~682
Total discontinued operations, net	4,~~309~~115		84,~~996~~309		48,~~499~~996
Net income (loss)	~~(26~~78,~~664)~~941		(~~112~~26,~~361~~664)		(34112,~~885~~361)
Noncontrolling interests in consolidated joint ventures	13,~~924~~538		21,~~319~~924		32,~~079~~319
Redeemable noncontrolling interests	(~~540~~324)		(~~7,618~~540)		(257,~~534~~618)
Net income (loss) available to common unitholders	$	~~(25~~82,~~280)~~155	$	(~~117~~25,~~660~~280)	$	(57117,~~340~~660)
Basic earnings per common unit:
Income (loss) from continuing operations	$	(0.~~29)~~77	$	(10.3129)	$	(01.6831)
Discontinued operations	0.04		0.0904		0.0509
Net income (loss) available to common unitholders	$	(0.~~25)~~81	$	(10.2225)	$	(01.6322)
Diluted earnings per common unit:
Income (loss) from continuing operations	$	(0.~~29)~~76	$	(10.3129)	$	(01.6831)
Discontinued operations	0.04		0.0904		0.0509
Net income (loss) available to common unitholders	$	(0.~~25)~~80	$	(10.2225)	$	(01.6322)
Basic weighted average units outstanding	101,~~381~~967		~~100~~101,~~812~~381		100,~~265~~812
Diluted weighted average units outstanding	~~101~~102,~~381~~363		~~100~~101,~~812~~381		100,~~265~~812

The accompanying notes are an integral part of these consolidated financial statements.

4952


VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income (loss)	$	~~(26~~78,~~664)~~941	$	(~~112~~26,~~361~~664)	$	(34112,~~885~~361)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate caps	(~~1,809~~919)		(21,~~375~~809)		4(2,~~366~~375)
Comprehensive income (loss)	$	~~(28~~78,~~473)~~022	$	(~~114~~28,~~736~~473)	$	(30114,~~519~~736)
Comprehensive loss (income) attributable to noncontrolling interests in consolidated joint ventures	13,~~924~~538		21,~~319~~924		32,~~079~~319
Comprehensive loss (income) attributable to redeemable noncontrolling interests	(~~540~~324)		(~~7,618~~540)		(257,~~534~~618)
Comprehensive income (loss) attributable to common unitholders	$	~~(27~~81,~~089)~~236	$	(~~120~~27,~~035~~089)	$	(52120,~~974~~035)

The accompanying notes are an integral part of these consolidated financial statements.

5053


VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands)

	General Partner Common Units	Limited Partner Common Units/ Vested LTIP Units	General Partner Common Unitholders		Limited Partner Common Unitholders		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Consolidated Joint Ventures		Total Equity
Balance at January 1, 2022	90,948	9,013	$	1,211,790	$	197,236	$	9	$	40,383	$	1,449,418
Balance at January 1, 2023	91,142	9,301	$	1,163,935	$	193,882	$	3,977	$	37,543	$	1,399,337
Net (loss) income	—	—	(52,066)		(5,274)		—		22,455		(34,885)
Units Distributions	—	—	—		218		—		—		218
Redeemable noncontrolling interests	—	—	(5,475)		(548)		—		(25,534)		(31,557)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		239		239
Redemption of limited partner common units for shares of general partner common units	12	(12)	161		(161)		—		—		—
Vested LTIP Units	—	410	—		—		—		—		—
Redemption of limited partners common units	—	(110)	—		(1,826)		—		—		(1,826)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	2	—	23		—		—		—		23
Directors' deferred compensation plan	—	—	440		—		—		—		440
Other comprehensive income (loss)	—	—	—		398		3,968		—		4,366
Stock compensation	231	—	9,928		3,839		—		—		13,767
Cancellation of restricted shares	(51)	—	(866)		—		—				(866)
Balance at December 31, 2022	91,142	9,301	$	1,163,935	$	193,882	$	3,977	$	37,543	$	1,399,337
Net (loss) income	—	—	(107,265)		(10,395)		—		5,299		(112,361)
Shares issued under ATM Program, net	—	—	(540)		—		—		—		(540)
Units Distributions	—	—	(9,662)		(891)		—		—		(10,553)
Redeemable noncontrolling interests	—	—	(4,516)		(461)		—		(7,618)		(12,595)
Change in noncontrolling interests in consolidated joint ventures	—	—	(530)		—		—		(355)		(885)
Redemption of limited partner common units for shares of general partner common units	821	(821)	11,371		(11,371)		—		—		—
Vested LTIP Units	—	221	—		—		—		—		—
Redemption of limited partners common units	—	(8)	—		(142)		—		—		(142)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	4		—		—		—		4
Directors' deferred compensation plan	21	—	394		—		—		—		394
Other comprehensive income (loss)	—	—	—		(206)		(2,169)		—		(2,375)
Stock compensation	284	—	19,389		487		—		—		19,876
Cancellation of restricted shares	(39)	—	(607)		—		—				(607)
Balance at December 31, 2023	92,229	8,693	$	1,071,973	$	170,903	$	1,808	$	34,869	$	1,279,553
Net (loss) income	—	—	(23,120)		(2,160)		—		(1,384)		(26,664)
Shares issued under ATM Program, net	134	—	1,765		—		—		—		1,765
Units Distributions	—	—	(24,755)		(2,290)		—		—		(27,045)
Redeemable noncontrolling interests	—	—	—		—		—		(540)		(540)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(1,855)		(1,855)
Vested LTIP Units	—	1	—		—		—		—		—
Redemption of limited partners common units	22	(22)	268		(268)		—		—		—
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	11		—		—		—		11
Directors' deferred compensation plan	—	—	394		—		—		—		394
Other comprehensive income (loss)	—	—	—		(155)		(1,654)		—		(1,809)
Stock compensation	794	—	13,262		—		—		—		13,262
Cancellation of restricted shares	(267)	—	(4,003)		—		—		—		(4,003)
Balance at December 31, 2024	92,912	8,672	$	1,035,795	$	166,030	$	154	$	31,090	$	1,233,069
Net (loss) income	—	—	75,239		6,916		—		(3,214)		78,941
Units Distributions	—	—	(30,421)		(2,757)		—		—		(33,178)
Redeemable noncontrolling interests	—	—	—		—		—		(324)		(324)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(19,360)		(19,360)
Redemption of limited partner common units for shares of general partner common units	55	(55)	659		(659)		—		—		—
Redemption of limited partners common units	—	(30)	—		(456)		—		—		(456)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	9				—		—		9
Directors' deferred compensation plan	—	—	468				—		—		468
Other comprehensive income (loss)	—	—	—		(78)		(841)		—		(919)
Stock compensation	735	—	11,828				—		—		11,828
Cancellation of restricted shares	(270)	—	(4,416)				—		—		(4,416)
Balance at December 31, 2025	93,432	8,587	$	1,089,161	$	168,996	$	(687)	$	8,192	$	1,265,662

The accompanying notes are an integral part of these consolidated financial statements.

5154


VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

	December 31,
CASH FLOWS FROM OPERATING ACTIVITIES	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	~~(26~~78,~~664)~~941	$	(~~112~~26,~~361~~664)	$	(34112,~~885~~361)
Net loss (income) from discontinued operations	(4,~~309~~115)		(84,~~996~~309)		(48,~~499~~996)
Net income (loss) from continuing operations	~~(30~~74,~~973)~~826		(~~121~~30,~~357~~973)		(39121,~~384~~357)
Adjustments to reconcile net income (loss) to net cash provided by
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Operating activities:
Depreciation and amortization, including related intangible assets	86,245		82,744		86,156
Depreciation and amortization, including related intangible assets	82,744		86,156		77,860
Amortization of directors deferred compensation stock units	468		394		394
Amortization of directors deferred compensation stock units	394		394		440
Amortization of stock compensation	11,690		13,171		19,876
Amortization of stock compensation	13,171		19,876		13,767
Amortization of deferred financing costs and derivative premiums	9,386		10,587		4,416
Amortization of deferred financing costs and derivative premiums	10,587		4,416		4,394
Equity in (earnings) loss of unconsolidated joint ventures	(5,257)		(3,934)		(3,102)
Equity in (earnings) loss of unconsolidated joint ventures	(3,934)		(3,102)		(1,200)
Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(90,831)		—		—
Distributions of cumulative earnings from unconsolidated joint ventures	—		—		13
(Gain) loss on disposition of developable land	(34,040)		(11,515)		(7,068)
(Gain) loss on disposition of developable land	(11,515)		(7,068)		(57,262)
Land and other impairments, net	17,984		2,619		9,324
Land and other impairments, net	2,619		9,324		9,368
(Gain) loss from sale of investment in unconsolidated joint venture	(5,122)		(6,946)		—
(Gain) loss from sale of investment in unconsolidated joint venture	(6,946)		—		—
(Gain) loss from extinguishment of debt	3,530		777		5,606
(Gain) loss from extinguishment of debt	777		5,606		129
Gain on insurance proceeds	—		—		(2,871)
Gain on insurance proceeds	—		(2,871)		—
Interest cost of mandatorily redeemable noncontrolling interests	—		—		49,782
Interest cost of mandatorily redeemable noncontrolling interests	—		49,782		—
Changes in operating assets and liabilities:
Decrease (Increase) in unbilled rents receivable, net	(~~695~~996)		~~1,755~~(695)		31,~~078~~755
Decrease (Increase) in deferred charges and other assets	52,~~030~~779		35,~~075~~030		(43,~~695)~~075
Decrease (Increase) in accounts receivable, net	~~165~~326		~~(62)~~165		(3662)
(Decrease) Increase in accounts payable, accrued expenses and other liabilities	(51,~~487)~~809		(45,~~114~~487)		1(4,~~921~~114)
(Decrease) Increase in rents received in advance and security deposits	(~~326~~1,201)		~~633~~(326)		~~3,131~~633
(Decrease) Increase in accrued interest payable	(~~1,318~~231)		42(1,318)		~~2,152~~42
Net cash flows provided by (used in) operating activities - continuing operations	5471,~~293~~365		4254,~~485~~293		1342,~~676~~485
Net cash flows provided by (used in) operating activities - discontinued operations	(14,~~965)~~602		3(1,~~055~~965)		523,~~778~~055
Net cash provided by (used in) operating activities	$	5275,~~328~~967	$	4552,~~540~~328	$	6645,~~454~~540
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles	$	—	$	—	$	(130,500)
Rental property additions and improvements	(31,358)		(18,369)		(12,400)
Rental property additions and improvements	(18,369)		(12,400)		(16,619)
Development of rental property and other related costs	(7,408)		(6,143)		(8,395)
Development of rental property and other related costs	(6,143)		(8,395)		(45,817)
Purchase of unconsolidated joint venture interest, net of cash acquired	(36,469)		—		—
Proceeds from the sales of rental property and developable land	88,962		23,035		153,015
Proceeds from the sales of developable land	163,034		88,962		23,035
Proceeds from the sale of investments in unconsolidated joint ventures	6,095		—		—
Proceeds from the sales of rental property	340,148		—		—
Repayment of notes receivable	32		1,303		2,926
Proceeds from the sales of investments in unconsolidated joint ventures	7,129		6,095		—
Investment in unconsolidated joint ventures	(276)		(762)		(162)
Repayment of notes receivable	—		32		1,303
Distributions in excess of cumulative earnings from unconsolidated joint ventures	12,419		12,068		13,132
Investment in unconsolidated joint ventures	—		(276)		(762)
Proceeds from insurance settlements	—		3,812		—
Distributions in excess of cumulative earnings from unconsolidated joint ventures	10,356		12,419		12,068
Other investing activities	250		1,030		—
Proceeds from insurance settlements	—		—		3,812
Net cash provided by (used in) investing activities - continuing operations	82,970		19,691		(24,025)
Other investing activities	—		250		1,030
Net cash provided by (used in) investing activities - discontinued operations	79,081		559,959		244,113
Net cash provided by (used in) investing activities - continuing operations	445,432		82,970		19,691
Net cash provided by (used in) investing activities	$	162,051	$	579,650	$	220,088
Net cash provided by (used in) investing activities - discontinued operations	—		79,081		559,959
Net cash provided by (used in) investing activities	$	445,432	$	162,051	$	579,650

5255

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	~~174~~248,000	$	81174,000	$	~~102~~81,000
Repayment of revolving credit facility	(22,000)		(81,000)		(250,000)
Repayments of revolving credit facility	(370,000)		(22,000)		(81,000)
Borrowings from term loans	~~200,000~~—		~~115~~200,000		—115,000
Repayment of term loans	—		(115,000)		—
Repayments of term loans	(200,000)		—		(115,000)
Proceeds from mortgages and loans payable	—		~~399,561~~—		~~154~~399,~~720~~561
Repayment of mortgages, loans payable and other obligations	(535,017)		(442,066)		(245,522)
Repayments of mortgages, loans payable and other obligations	(135,206)		(535,017)		(442,066)
Redemption of redeemable noncontrolling interests, net	(15,700)		(535,488)		(12,000)
Redemptions of redeemable noncontrolling interests, net	—		(15,700)		(535,488)
Payment of early debt extinguishment costs	—		(255)		(5,140)
Payments of early debt extinguishment costs	—		—		(255)
Common unit redemptions	—(456)		~~(142)~~—		(~~2,692~~142)
Payment of financing costs and derivative premiums, net	(17,255)		(16,158)		(6,037)
Payments of financing costs and derivative premiums, net	(1,582)		(17,255)		(16,158)
Contributions from noncontrolling interests	~~203~~225		84203		2484
Distributions to noncontrolling interests	(219,~~055~~585)		(~~409~~2,055)		—(409)
Distributions to redeemable noncontrolling interests	(~~545~~324)		(~~17,121~~545)		(2517,~~640~~121)
Payment of common dividends and distributions	(24,052)		(5,123)		(61)
Payments of common dividends and distributions	(33,005)		(24,052)		(5,123)
Share issuance proceeds (costs), net	~~1,765~~—		~~(540)~~1,765		—(540)
Other financing activities	(3,992)		(603)		—
Payments for taxes related to the net share settlement of stock compensation awards	(4,416)		(3,992)		(603)
Net cash provided by (used in) financing activities	$	(244,648)	$	(618,260)	$	(290,348)
Other financing activities
Net increase (decrease) in cash and cash equivalents	$	(30,269)	$	6,930	$	(3,806)
Net cash provided by (used in) financing activities	$	(516,349)	$	(244,648)	$	(618,260)
Cash, cash equivalents and restricted cash, beginning of period (1)	54,579		47,649		51,455
Net increase (decrease) in cash and cash equivalents	$	5,050	$	(30,269)	$	6,930
Cash, cash equivalents and restricted cash, end of period (2)	$	24,310	$	54,579	$	47,649
Cash, cash equivalents and restricted cash, beginning of period (1)	24,310		54,579		47,649
Cash, cash equivalents and restricted cash, end of period (2)	$	29,360	$	24,310	$	54,579
Supplemental schedule of non-cash investing and financing activities:
Mortgage and loans payable assumed in real estate acquisitions	$	180,969	$	—	$	—
Mortgage and loans payable assigned through sales of rental property	$	(41,000)	$	—	$	—

(1)Includes Restricted Cash of $2617,~~572~~059, $2026,~~867~~572 and $1920,~~701~~867 as of December 31, 2024, 2023, ~~2022~~ and ~~2021~~2022, respectively.

(2)Includes Restricted Cash of $1715,~~059~~232, $2617,~~572~~059 and $2026,~~867~~572 as of December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

5356


VERIS RESIDENTIAL, INC., VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (square footage, apartment unit, room, and building counts unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Veris Residential, Inc., a Maryland corporation, together with its subsidiaries (collectively, the “General Partner”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”). The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 91.56 and 91.45 percent common unit interest in the Operating Partnership as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

The Company owns, operates and develops multifamily rental properties located primarily in the Northeast, as well as a portfolio of non-strategic land and commercial assets. Veris Residential, Inc. was incorporated on May 24, 1994.

Unless stated otherwise or the context requires, the “Company” refers to the General Partner and its subsidiaries, including the Operating Partnership and its subsidiaries.

As of December 31, ~~2024~~2025, the Company owned or had interests in 2217 multifamily rental properties, ~~as well as non-core assets comprised of~~ three parking/retail properties, ~~plus~~and developable land (collectively, the "Properties"). The Properties are comprised of: (a) 1916 wholly-owned or Company-controlled properties, comprised of 1613 multifamily properties, three ~~non-core~~parking/retail assets, plus developable land and (b) ~~six~~four multifamily properties ~~and one developable land parcel~~ owned by unconsolidated joint ventures in which the Company has investment interests.

On February 23, 2026, the General Partner and Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, the General Partner will be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving corporation as a direct wholly-owned subsidiary of Parent (the “Merger”), and Merger Sub II will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”). Parent and the Merger Subs are affiliates of investment funds managed by Affinius Capital LLC (“Affinius”), GIC Real Estate Inc. (“GIC”) and Vista Hill Partners, LLC (“Vista Hill”, together with Affinius and GIC, the “Equity Investors”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Mergers become effective, (i) each issued and outstanding share of Common Stock (other than shares owned by (a) Parent or Merger Sub I or any of their respective Subsidiaries and (b) any direct or indirect wholly owned Subsidiary of the Company, if any (each such Share referred to in clauses (a) and (b), an “Excluded Share” and, collectively, the “Excluded Shares”)), will automatically be converted into the right to receive $19.00 per Share in cash, without interest thereon (the “Merger Consideration”), (ii) each outstanding Common Unit (other than Common Units owned by (x) Parent, Merger Sub II or any of their respective subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Merger Consideration and (iii) each outstanding Series A-1 preferred limited partnership unit of the Operating Partnership (each, a “Preferred Unit”) (other than Preferred Units owned by (x) Parent, Merger Sub II or any of their respective Subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Preferred Unit Merger Consideration as set forth in the Merger Agreement.

The foregoing description of the Merger Agreement and the Mergers 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 as further described in the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026.

BASIS OF PRESENTATION

The accompanying consolidated financial statements reflect all accounts of the Company, including its controlled subsidiaries, which consist principally of the Operating Partnership and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures, for the Company’s treatment of unconsolidated joint venture interests. Intercompany accounts and transactions have been eliminated.

The Company consolidates variable interest entities ("VIEs") in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and (2) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. The Operating Partnership is considered a VIE of the parent company, Veris Residential, Inc. As the Operating Partnership is already consolidated in the balance sheets of Veris Residential, Inc., this has no impact on the consolidated financial statements of Veris Residential, Inc. 57

AsThe ofCompany ~~December 31,~~consolidates ~~2024~~variable ~~and~~interest ~~2023,~~entities ~~the~~("VIEs") ~~Company’s~~in ~~investments~~which init ~~consolidated~~is ~~real~~considered ~~estate~~to ~~joint~~be ~~ventures,~~the ~~which~~primary ~~are~~beneficiary. ~~variable~~VIEs ~~interest~~are entities in which the ~~Company~~equity isinvestors ~~deemed~~do not have sufficient equity at risk to befinance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary, ~~other~~is ~~than~~defined ~~Veris~~by ~~Residential~~the ~~Partners,~~entity ~~L.P.,~~having ~~have~~both ~~total~~of ~~real~~the ~~estate~~following ~~assets~~characteristics: (1) the power to direct the activities of ~~$442.4~~a ~~million~~VIE that most significantly impact the VIE’s economic performance; and ~~$449.8~~(2) ~~million,~~the ~~respectively,~~obligation ~~other~~to ~~assets~~absorb losses of ~~$5.6~~or ~~million~~the ~~and~~right $6to receive benefits from the VIE that could potentially be significant to the VIE.7 ~~million,~~The ~~respectively,~~Company ~~mortgages~~continuously assesses its determination of ~~$284.1~~the ~~million~~primary beneficiary for each entity and ~~$285~~assesses reconsideration events that may cause a change in the original determinations.2 ~~million,~~The ~~respectively,~~Operating ~~and~~Partnership ~~other~~is ~~liabilities~~considered a VIE of ~~$15.2~~the ~~million~~parent ~~and~~company, ~~$14.7~~Veris ~~million~~Residential, ~~respectively~~Inc.

During the year ended December 31, 2025, the Company sold the developable land parcel, PI South - Building 2,

owned through a consolidated joint venture and VIE. See Note 3: Investments in Rental Property - Dispositions of Rental

Properties and Developable Land for additional information.

As of December 31, 2025 and 2024, the Company’s investments in consolidated real estate joint ventures, which are variable interest entities in which the Company is deemed to be the primary beneficiary, have total real estate assets of $397.2 million and $442.4 million, respectively, other assets of $6.9 million and $5.6 million, respectively, mortgages of $281.8 million and $284.1 million, respectively, and other liabilities of $15.5 million and $15.2 million, respectively.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior period amounts in order to conform with current period presentation, primarily related to classification of certain properties as discontinued operations.

Effective September 30, 2024, the Company revised the terminology used for certain financial statement line items to better align with its operational activities and provide a clearer representation of the nature of its business. The Company has renamed financial statement line items “Real estate services” and “Real estate services expenses” on the Consolidated Statements of Operations as “Management fees” and “Property management,” respectively. The change in terminology does not impact the amounts reported in the financial statements. Comparative periods have been renamed to reflect this change for consistency.

During the year ended December 31, 2023, the Company identified and recorded out-of-period adjustments related to stock-based compensation expenses incurred in prior years. These adjustments were deemed not material to our consolidated financial statements for any periods presented resulting in an increase of $2.9 million and $0.6 million in General and Administrative and Operating Services, respectively, with a corresponding increase of Additional paid-in capital.

2. SIGNIFICANT ACCOUNTING POLICIES

Rental Property

Rental properties are reported at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Where an acquisition has been determined to be an asset acquisition, acquisition-related transaction costs are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Capitalized development and construction salaries and related costs approximated $0.8 million, $0.78 million and $10.57 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and improvements, which enhance or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants or residents, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative commercial square footage or multifamily units of each portion, and capitalizes only those costs associated with the portion under construction.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Leasehold interests			Remaining lease term
Buildings and improvements			5 to 40 years
Tenant improvements			The shorter of the term of the related lease or useful life
Furniture, fixtures and equipment			5 to 10 years

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below-market leases, (ii) in-place leases and (iii) tenant relationships. For asset acquisitions, the Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. The Company ~~records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed differ from the purchase consideration of a business combination transaction.~~

records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed differ from the purchase consideration of a business combination transaction.

In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and uses various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. The values of in-place leases are amortized to expense over the remaining initial terms of the respective leases.

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired. A property’s value is considered impaired when the expected undiscounted cash flows for a property are less than its carrying value. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. To the extent impairment has occurred, the impairment loss is measured as the excess of the carrying value of the property over the estimated fair value of the property. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

Real Estate Held for Sale and Discontinued Operations

The Company generally considers assets (as identified by their disposal groups) to be held for sale when the transaction has received appropriate corporate authority, it is probable that the disposition will occur within one year and there are no significant contingencies relating to a sale. When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value. If the fair value of the assets, less estimated cost to sell, is less than the carrying value of the assets, an adjustment to the carrying value would be recognized and recorded within the Unrealized gains (losses) on disposition of rental property to reflect the estimated fair value of the assets. The Company will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.

The Company classifies assets held for sale or sold as discontinued operations if the disposal groups represent a strategic shift that will have a major effect on the Company’s operations and financial results. For any disposals qualifying as ~~discontinued operations, the assets and their results are presented in discontinued operations in the financial statements for all periods presented. See Note 7: Discontinued Operations.~~

discontinued operations, the assets and their results are presented in discontinued operations in the financial statements for all periods presented. See Note 7: Discontinued Operations.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.

The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. If the venture subsequently makes distributions and the Company does not have an implied or actual commitment to support the operations of the venture, the Company will not record a basis less than zero, rather such amounts will be recorded as equity in earnings of unconsolidated joint ventures.

distributions and the Company does not have an implied or actual commitment to support the operations of the venture, the Company will not record a basis less than zero, rather such amounts will be recorded as equity in earnings of unconsolidated joint ventures.

On a periodic basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less when purchased. The Company ~~deposits~~may ~~cash~~have ~~with~~bank ~~high~~balances ~~quality financial institutions. Deposits~~ in ~~the~~excess ~~U.S.~~of ~~are~~federally ~~guaranteed~~insured byamounts; ~~the~~however, ~~Federal Deposit Insurance Company (“FDIC”). Although~~ the Company ~~bears~~holds ~~risk~~cash toand ~~amounts~~cash inequivalents ~~excess~~with ofhigh ~~those~~credit-quality ~~insured,~~institutions ~~losses~~to ~~are~~minimize ~~not~~credit ~~anticipated~~risk exposure.

Deferred Financing Costs

Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate, except deferred financing costs related to the revolving credit facility, which are presented in Deferred charges and other assets, net. In all cases, amortization of such costs is included in interest expense and was $6.16 million, $46.41 million and $4.84 million for each of the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gain (loss) from extinguishment of debt. Losses from extinguishment of debt, net, included $03.85 million, $50.68 million and $75.46 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, of unamortized deferred financing costs.

Deferred Leasing Costs

Costs incurred in connection with successfully executed retail leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.

Derivative Instruments

The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, if any, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

Revenue Recognition

The majority of the Company’s revenue is derived from residential and commercial rental income and other lease income, which are accounted for under Accounting Standards Codification ("ASC") 842, Leases. For leases that include rent concessions and/or scheduled fixed and determinable rent increases, revenue from leases is recognized on a straight-line basis over the non-cancellable term of the lease. Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

Revenue from leases also includes reimbursements and recoveries from commercial tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs. The Company elected a practical expedient for its rental properties (as lessor) to avoid separating non-lease components that otherwise would need to be accounted for under ASC 606, Revenue from Contracts with Customers (such as tenant reimbursements of property operating expenses), from the associated lease component since (1) the non-lease components have the same timing and pattern of transfer as the associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease. This enables the Company to account for the lease component and non-lease components as an operating lease since the lease component is the predominant component.

component, if accounted for separately, would be classified as an operating lease. This enables the Company to account for the lease component and non-lease components as an operating lease since the lease component is the predominant component.

Management fees include property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from unconsolidated joint ventures in which the Company is the managing member.

Parking income is comprised of income from parking spaces leased to tenants and others.

Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

The Company reviews its accounts receivables related to rental income and other lease income, including straight-line rent receivable, for collectability. The factors considered by management in determining which individual tenant’s revenues are uncollectible include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the uncollectible receivable balances associated with the lease and will only recognize lease income on a cash basis. The Company includes provision for doubtful accounts as a reduction of corresponding revenue account, in accordance with Topic 842.

Ground/Office Leases

The Company is the lessee under long-term office and ground leases classified as operating leases. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.

The lease liabilities and right of use assets are amortized on a straight-line basis over the lease term. See Note 5: Deferred Charges and Other Assets, Net for additional disclosures on the presentation of these amounts in our consolidated balance sheets.

Income and Other Taxes

The General Partner has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “IRS Code”). As a REIT, the General Partner generally will not be subject to corporate federal income tax on net income that it currently distributes to its shareholders, provided that the General Partner satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders. If and to the extent the General Partner retains and does not distribute any net capital gains, the General Partner will be required to pay federal, state and local taxes, as applicable, on such net capital gains at the rate applicable to capital gains of a corporation.

The Operating Partnership is a partnership, and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective tax returns. The General Partner has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”). In general, a TRS may hold certain assets and generate certain income that a REIT could not otherwise hold or generate. A TRS is subject to corporate federal income tax. The General Partner has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters. The TRS sold the hotel during the year ended December 31, 2023.61

~~Deferred~~The ~~tax~~Operating ~~assets~~Partnership is a partnership, and, ~~liabilities~~as ~~are~~a ~~measured~~result, ~~using~~all ~~enacted~~income ~~tax~~and ~~rates~~losses ~~expected~~of tothe ~~apply~~partnership are allocated to ~~taxable~~the ~~income~~partners for inclusion in ~~the~~their ~~years~~respective intax ~~which~~returns. ~~those~~The ~~temporary~~General ~~differences~~Partner ~~are~~has ~~expected~~elected to betreat ~~recovered~~certain orof ~~settled.~~its ~~The~~corporate ~~effect~~subsidiaries onas ~~deferred~~taxable ~~tax~~REIT ~~assets~~subsidiaries ~~and~~(each ~~liabilities~~a ~~from~~“TRS”). In general, a ~~change~~TRS inmay ~~tax~~hold ~~rate~~certain isassets ~~recognized~~and ingenerate ~~earnings~~certain inincome ~~the~~that ~~period~~a ofREIT ~~the~~could ~~enactment~~not ~~date~~otherwise hold or generate. ~~The~~A ~~Company’s~~TRS ~~deferred~~is ~~tax~~subject ~~assets/(liabilities)~~to ~~are~~corporate ~~generally~~federal ~~the~~income ~~result~~tax. ofThe ~~temporary~~General ~~differences~~Partner ~~between~~has ~~book~~conducted ~~and~~business ~~tax~~through ~~basis~~its ofTRS ~~assets~~entities ~~and~~for ~~liabilities~~certain property management, development, construction and ~~net~~other related services.

58Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of temporary differences between book and tax basis of assets and liabilities, and net operating losses. The deferred tax asset balance at December 31, 2025 and 2024, amounted to $27.3 million and $29.8 million, respectively, which has been fully reserved through a valuation allowance.

operating losses. The deferred tax asset balance at December 31, 2024 and 2023, amounted to $29.8 million and $31.1 million, respectively, which has been fully reserved through a valuation allowance.

If the General Partner fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes. Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, within Provision for income taxes on the Consolidated Statement of Operations.

In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of December 31, ~~2024~~2025, the Company’s open tax years are from December 31, ~~2021~~2022 forward.

Earnings Per Share or Unit

The Company presents both basic and diluted earnings per share or unit (“EPS or EPU”). Basic EPS or EPU is computed by dividing net income (loss) available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the potential dilution that could occur if unvested share based compensation, securities or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method. The Company excludes the impact of potential common shares from the calculation of diluted EPS or EPU if their effect would be anti-dilutive.

Shares or units whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS or EPU as follows (i) if all necessary conditions have been satisfied by the end of the period, those shares or units shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares or units included in diluted EPS or EPU shall be based on the number of shares or units, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares or units that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares or units shall be included in the denominator of diluted EPS or EPU as of the beginning of the period (or as of the date of the grant, if later).

Dividends and Distributions Payable

The Board of Directors considers a variety of factors when setting the Company's dividends, including the Company’s earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, economic conditions and other factors.

Dividends declared (on a per share basis) for the year ended December 31, 2025 were as follows:


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
February 27, 2025	March 31, 2025	April 10, 2025	$0.0800
May 28, 2025	June 30, 2025	July 10, 2025	$0.0800
August 25, 2025	September 30, 2025	October 10, 2025	$0.0800
November 5, 2025	December 31, 2025	January 9, 2026	$0.0800

Dividends declared (on a per share basis) for the year ended December 31, 2024 were as follows:


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
February 27, 2024	April 3, 2024	April 16, 2024	$0.0525
May 6, 2024	July 3, 2024	July 16, 2024	$0.0600
August 5, 2024	September 30, 2024	October 16, 2024	$0.0700
November 13, 2024	December 31, 2024	January 10, 2025	$0.0800

~~Dividends~~At ~~declared~~December 31, ~~(on~~2025, athe ~~per~~balance ~~share~~of ~~basis)~~dividends ~~for~~and distributions payable was $8.7 million. For U.S. federal income tax purposes, dividends paid will be reportable in the year ~~ended~~that ~~December 31~~the dividends are paid, ~~2023~~which ~~were~~may asbe ~~follows:~~different than the year the dividends are declared, unless otherwise noted.

Date of Declaration	Date of Record	Date of Payment	Dividend Declared
July 24, 2023	September 30, 2023	October 10, 2023	$0.0500
December 18, 2023	December 29, 2023	January 10, 2024	$0.0525

The Company has determined, for federal income tax purposes, that the total dividends of $0.320 per common share paid during the year ended December 31, 2025 represented 46% long term capital gain and 54% of unrecaptured Section 1250 gain distributions, and the total dividends of $0.235 per common share paid during the year ended December 31, 2024 represented 100% return of capital distributions.

At December 31, 2024, the balance of dividends and distributions payable was $8.5 million. For U.S. federal income tax purposes, dividends paid will be reportable in the year that the dividends are paid, which may be different than the year the dividends are declared, unless otherwise noted.

The Company has determined that the total dividend of $0.235 and $0.05 per common share paid during the year ended December 31, 2024 and 2023, respectively, represent 100% return of capital distributions.

Costs Incurred For Stock Issuances

Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.

Stock Compensation

The Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation. These provisions require that the estimated fair value of restricted stock, long-term incentive plan awards (including time- and performance-based awards) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period. For unvested securities that are forfeited prior to the measurement period being complete, the Company elected to account for forfeiture of employee awards as they occur.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes items that are recorded in equity, such as effective portions of derivatives designated as cash flow hedges.

Transaction-related Costs

Transaction‑related costs include costs incurred in connection with the potential acquisition or disposition of real estate properties, joint-venture formations, and corporate-level transactions. These expenses generally consist of legal fees, consulting and advisory fees, due diligence costs, valuation and appraisal services, and compensation-related costs directly attributable to evaluating or completing a transaction. During the year ended December 31, 2025, the Company recorded compensation-related costs of $1.9 million to Transaction-related costs on the Company’s Consolidated Statements of Operations.

Redeemable Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Operations.

Provided redeemable noncontrolling interests are not classified as liability based on this guidance, the Company assesses whether they should be classified as mezzanine or permanent equity. The redeemable noncontrolling interests which embody an unconditional obligation requiring the Company to redeem the interests for cash or other assets at a fixed or determinable price on a fixed or determinable date or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets.

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

•Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

•Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the fair value measurement will be based upon the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Impact of Recently-Issued Accounting Standards

AsIn ofNovember ~~December 31,~~ 2024, the ~~Company~~Financial ~~adopted~~Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2023~~No. 2024-0703, ~~Segment~~Income Statement-Reporting~~—Improvements~~ toComprehensive ~~Reportable~~Income-Expense ~~Segment~~Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU ~~2023~~2024-0703"). The guidance requires ~~incremental~~disclosing ~~disclosures~~disaggregated ~~related~~information toabout acertain ~~public~~income ~~entity’s~~statement ~~reportable~~expense ~~segments. The~~captions ~~adoption~~but ofdoes ~~ASU~~not ~~2023-07~~change ~~did~~the ~~not~~presentation ~~have~~of aexpense ~~material~~information ~~impact~~or expense captions reported on the ~~Company's~~face ~~consolidated~~of ~~financial~~the ~~statements~~income statement. ~~See~~ ~~Note~~ASU ~~16:~~2024-03 ~~Segment~~is ~~Reporting~~effective for ~~additional~~annual ~~details~~reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027; early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 will have on the Company's consolidated financial statements.

3. INVESTMENTS IN RENTAL PROPERTY

Acquisitions of Rental Property

During the year ended December 31, 2022, the Company acquired the following rental property (dollars in thousands):

Acquisition Date

Property

Location

Property Type

# of Apartment Units

Acquisition Cost

7/21/2022

The James (a)

Park Ridge, NJ

Multifamily

240

130,308

Totals

240

130,308

(a) This acquisition was funded using funds available with the Company's qualified intermediary from prior property sales proceeds and through borrowing under the Company's revolving credit facility.

Properties Commencing Initial Operations

During the year ended December 31, 2022, the following property commenced initial operations (dollars in thousands):

In ServiceDate

Property

Location

PropertyType

# ofApartment Units

Total DevelopmentCosts Incurred

04/01/22

Haus25 (a)

Jersey City

Multifamily

750

485,587

Totals

750

485,587

(a)As of December 31, 2022, all apartment units were in service. The development costs included approximately $53.4 million in land costs.

Dispositions of Rental Properties and Developable Land

Dispositions during 2025

The Company disposed of the following rental properties during the year ended December 31, 2025 (dollars in thousands)


Disposition Date	Property	Location	Units	Property Type	Net Sales Proceeds			Net Carrying Value		Realized Gains (Losses) Unrealized Losses, net
07/09/25	Signature Place	Morris Plains, NJ	197	Multifamily	$	83,254		$	45,840	$	37,414
07/22/25	145 Front at City Square	Worcester, MA	365	Multifamily	121,030			77,688		43,342
08/14/25	The James	Park Ridge, NJ	240	Multifamily	115,090			121,593		(6,503)		(a)
09/25/25	Quarry Place at Tuckahoe	Eastchester, NY	108	Multifamily	61,774		(b)	46,779		14,995
	Others (c)									1,583
Totals			910		$	381,148		$	291,900	$	90,831

(a) Includes previously recorded impairment charges of $6.9 million.

(b) Net sales proceeds include the buyer's assumption of the $41.0 million mortgage loan encumbering the property.

(c) Others represent a cumulative correction to Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net, related to years prior to 2022 of $1.6 million, with corresponding increases to Buildings and improvements of $2.0 million and Accumulated depreciation and amortization of $0.4 million.

The Company disposed of the following developable land holdings during the year ended December 31, 2025 (dollars in thousands):


Disposition Date	Property	Location	Net Sales Proceeds			Net Carrying Value			Gain (loss) on disposition of developable land
01/24/25	65 Livingston	Roseland, NJ	$	7,139		$	7,295	(a)	$	(156)
04/03/25	Wall Land	Wall Township, NJ	30,152			4,116			26,036
04/29/25	1 Water Street	White Plains, NY	15,563			5,033			10,530
08/28/25	PI South - Building 2	Weehawken, NJ	36,520		(b)	37,638		(c)	(1,118)
12/8/2025	Harborside 8/9	Jersey City, NJ	73,354		(d)	75,416		(e)	(2,062)
	Others (f)								810
Totals			$	162,728		$	129,498		$	34,040

(a) Net carrying value reflects previously recorded impairment charges of $2.6 million.

(b) This property was owned through a consolidated joint venture; the amounts presented in this table reflect the Company’s consolidated balances.

(d) Includes deposit of $5.0 million received by the Company in May 2025.

(e) Net carrying value reflects previously recorded impairment charges of $12.5 million.

(f) Others represent reversals of estimated accrued expenses from previously sold developable land holdings.

Dispositions during 2024

The Company disposed of the following rental properties during the year ended December 31, 2024 (dollars in thousands)

DispositionDate	Property	Location	# ofBldgs.	RentableSquareFeet	Property Type	NetSalesProceeds		NetCarryingValue		Discontinued Operations Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net
03/20/24	Harborside 5	Jersey City, New Jersey	1	977,225	Office	~~81,515~~$	81,515	~~81,228~~$	81,228	~~287~~$	287
	Others (a)									3,160
Totals			1	977,225		$	81,515	$	81,228	$	3,447

(a)Others represent return of a $1.9 million escrow not originally expected to be received at the time of closing and resolution of estimated accrued expenses from various previously sold rental properties.

The Company disposed of the following developable land holdings during the year ended December 31, 2024 (dollars in thousands):

DispositionDate	Property	Location	NetSalesProceeds		NetCarryingValue			Gain (loss) on disposition of developable land
01/03/24	2 Campus	Parsippany-Troy Hills, New Jersey	$	10,155	$	9,371		$	784
04/16/24	107 Morgan	Jersey City, New Jersey	$50,630	~~50,630~~	$50,929	~~50,929~~	(a)	$(299)	~~(299)~~
04/30/24	6 Becker Farm / 85 Livingston	Roseland, New Jersey	$27,985	~~27,985~~	$16,955	~~16,955~~		$11,030	~~11,030~~
Totals			$	88,770	$	77,255		$	11,515

(a)Carrying value reflects previously recorded impairment charges of $10.5 million.

Dispositions during 2023

The Company disposed of the following rental property during the year ended December 31, 2023 (dollars in thousands):


Disposition Date	Property	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds			Net Carrying Value		Discontinued Operations Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net
02/10/23	XS Hotels	Weehawken, New Jersey	2	—	Hotel	$	93,358	(a)	$	92,578	$	780
04/04/23	Harborside 1, 2 and 3	Jersey City, New Jersey	3	1,886,800	Office	362,446			362,304		142
09/13/23	Harborside 6	Jersey City, New Jersey	1	231,856	Office	44,145			43,722		423
10/13/23	23 Main Street	Holmdel, New Jersey	1	350,000	Office	15,884		(b)	13,372		2,512
	Others (c)										2,184

Unrealized gains (losses) on real estate held for sale											(3,630)
Totals			7	2,468,656		$	515,833		$	511,976	$	2,411

(a) Included proceeds of $84.0 million used to repay the mortgage loan encumbering the property at closing.

(b) Included deposits totaling $1.3 million received by the Company in February and August 2023.

The Company disposed of the following developable land during the year ended December 31, 2023 (dollars in thousands):


Disposition Date	Property	Location	Net Sales Proceeds			Net Carrying Value		Gain (loss) on disposition of developable land		Discontinued Operations Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net
03/17/23	Columbia-Honeywell	Morris Township, New Jersey	$	8,214	(a)	$	8,236	$	(22)	$	—
10/12/23	3 Campus	Parsippany-Troy Hills, New Jersey	13,248			7,847		5,401		—
10/05/23	Harborside 4	Jersey City, New Jersey	53,656			14,385		—		39,271
	Others (b)							1,689		—

Totals			$	75,118		$	30,468	$	7,068	$	39,271

(a) Included deposits totaling $1.1 million received by the Company in December 2022 and January 2023.

(b) Others represent reversals of estimated accrued expenses from previously sold developable land holdings.

62Dispositions of Unconsolidated Joint Ventures

~~Dispositions~~2025 ~~during~~— ~~2022~~On April 21, 2025, the Company sold its interest in The Metropolitan at 40 Park multifamily rental property in Morristown, New Jersey for $0.5 million. The Company recorded a gain on sale of its interest of approximately $0.2 million in Gain (loss) on sale of unconsolidated joint venture interests in the Consolidated Statement of Operations.

~~The~~On ~~Company~~April ~~disposed~~21, of2025, the ~~following~~Company ~~rental~~sold ~~property~~its ~~during~~interest in the ~~year~~PI ~~ended December~~North 31developable land parcels in West New York, ~~2022~~New ~~(dollars~~Jersey for $6.6 million. The Company recorded a gain on sale of its interest of approximately $4.9 million in ~~thousands~~Gain (loss): on sale of unconsolidated joint venture interests in the Consolidated Statement of Operations.

DispositionDate	Property	Location	# ofBldgs.	RentableSquareFeet	PropertyType	NetSales Proceeds			Net CarryingValue		Discontinued Operations Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net
01/21/22	111 River Street	Hoboken, New Jersey	1	566,215	Office	$	208,268	(a)	$	206,432	$	1,836
10/07/22	101 Hudson Street	Jersey City, New Jersey	1	1,246,283	Office	342,578		(b)	270,198		72,380
Unrealized gains (losses) on real estate held for sale											(12,540)
Totals			2	1,812,498		$	550,846		$	476,630	$	61,676

(a) The $150 million mortgage loan encumbering the property was repaid at closing, for which the Company incurred costs of $6.3 million. These costs were expensed as extinguishment of debt during the year ended December 31, 2022.

(b) The $250 million mortgage loan encumbering the property was assumed by the purchaser at closing, for which the Company incurred costs of $1.0 million. These costs were expensed as extinguishment of debt during the year ended December 31, 2022. The assumed mortgage comprised the non-cash portion of this sales transaction.

The Company disposed of the following developable land during the year ended December 31, 2022 (dollars in thousands):

DispositionDate	Property	Location	NetSales Proceeds		NetCarrying Value		Gain (loss) on disposition of developable land
03/22/22	Palladium residential land	West Windsor, New Jersey	$	23,908	$	24,182	$	(274)
03/22/22	Palladium commercial land	West Windsor, New Jersey	4,688		1,791		2,897
04/15/22	Port Imperial Park parcel	Weehawken, New Jersey	29,331		29,744		(413)
04/21/22	Urby II/III	Jersey City, New Jersey	68,854		13,316		55,538
11/03/22	Port Imperial Parcels 3 & 16 (a)	Weehawken, New Jersey	24,885		25,371		(486)
Totals			$	151,666	$	94,404	$	57,262

(a) Included non-cash expenses of $2.5 million.

Dispositions of Unconsolidated Joint Venture

2024 — On January 12, 2024, the Company's joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million of which the Company received net proceeds of $6.0 million. The Company recorded a gain on the sale for its interest of approximately $7.1 million in Gain (loss) on sale of unconsolidated joint venture interests in the Consolidated Statement of Operations.

On October 22, 2024, the Company's joint venture sold the Shops at 40 Park retail property for $15.7 million, of which the Company did not receive any net proceeds after repayment of property-level debt, selling expenses, and preferred return

~~Company did not receive any net proceeds after repayment of property-level debt, selling expenses, and preferred return~~ 66

distributions to its joint venture partner. The Company recorded a loss on the sale for its interest of approximately $0.2 million in Gain (loss) on sale of unconsolidated joint venture interests in the Consolidated Statement of Operations.

~~2022~~Acquisition ~~— On November 30, 2022, the Company's Hyatt Regency Hotel Jersey City joint venture was sold for $117.0 million~~ of ~~which~~Controlling ~~the~~Interest ~~Company received net proceeds of $8.2 million. The Company recorded a gain on the sale for its interest of approximately $7.7 million~~ in ~~Discontinued~~Unconsolidated ~~Operations~~Joint ~~- Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net.~~ Venture

63On April 21, 2025, the Company acquired the remaining 15% controlling interest in the joint venture which owns Sable (previously referred to as “Urby at Harborside”) for cash consideration of $38.5 million (“Sable JV Interest Acquisition”). Concurrent with the acquisition, the Company assumed the $181.8 million property-level mortgage. The acquisition was funded from the proceeds of sales previously completed.

Prior to the acquisition of the controlling interest of Sable, the Company accounted for its investment in that joint venture as an equity method investment under the voting interest model within Investments in unconsolidated joint ventures on our Consolidated Balance Sheets. This transaction was accounted for as an asset acquisition under, ASC 805-50, Business Combinations. As a result of acquiring full ownership, the Company consolidated Sable onto the Consolidated Balance Sheets at the sum of the historical cost basis for the existing 85% interest and at the purchase price for the newly acquired 15% interest.

The gross purchase price of the newly acquired 15% controlling interest, inclusive of transaction costs of $2.1 million, was allocated by major categories of assets acquired and liabilities assumed using relative fair value. The consolidated balances for Sable as of the acquisition date were as follows: $267.3 million of Net investment in rental property, $2.2 million of acquired in-place leases and other intangibles presented within Deferred charges and other assets, net, and $181.0 million of Mortgages, loans payable and other obligations, net.

Real Estate Held for Sale

~~The~~As ~~following~~of ~~table~~December 31, ~~summarizes~~2025, the ~~real~~Company ~~estate~~did ~~held~~not ~~for~~have ~~sale,~~any ~~net~~assets ~~(dollars~~or inliabilities ~~thousands):~~classified as held for sale.

	Year Ended December 31,
	2024		2023
Land	$	9,910	$	59,464
Building & Other	—		9,688
Less: Accumulated depreciation	—		—
Less: Cumulative unrealized losses on property held for sale	(2,619)		(10,544)
Real estate held for sale, net	$	7,291	$	58,608

As of December 31, 2024, the Company had classified a developable land parcel, located in Roseland, New Jersey, as held for sale, which was sold in January 2025.

~~2024~~The —following Astable ofsummarizes ~~December 31, 2024,~~ the ~~Company~~real ~~had~~estate ~~classified a developable land parcel, located in Roseland, New Jersey, as~~ held for sale~~. In January 2025~~, ~~the~~net ~~land~~as ~~parcel was sold for gross proceeds~~ of ~~$7.3~~ December ~~million.~~31, 2024:

2023 — As of December 31, 2023, the Company had classified as held for sale several developable land parcels, which are located in Jersey City and Parsippany, New Jersey.


(dollars in thousands)	December 31, 2024
Land	$	9,910


Less: Cumulative unrealized losses on property held for sale	(2,619)
Real estate held for sale, net	$	7,291

Discontinued Operations

The Company has discontinued operations related to its former New Jersey office and hotel portfolio (collectively, the “Office Portfolio”) which represented a strategic shift in the Company’s operations. During the first quarter of 2024, the

Company identified one additional office property as discontinued operations. See Note 7: Discontinued Operations.

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of December 31, 2025 and 2024, the Company had an aggregate investment of approximately $52 million and $111 million, respectively, in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage ~~properties,~~multifamily ~~or to acquire land in anticipation of possible development of~~ rental properties. As of December 31, ~~2024~~2025, the unconsolidated joint ventures owned: ~~six~~four multifamily properties totaling 21,~~087~~195 apartment units, and ~~interests~~the ~~and/or rights to developable land parcels able to accommodate up to 829 apartment units. The~~ Company’s unconsolidated interests ~~range~~ranged from 2022.5 percent to 8550 percent ~~subject to specified priority allocations in certain of the joint ventures~~.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.

The debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures, related parties to the Company, and recognized $3.2.5 million, $3.92 million and $3.69 million for such services in the years ended December 31, 2024, 2023 and 2022, respectively. The Company had $0.5 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2024 and 2023.

~~As of December 31, 2024, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs.~~67

64for such services in the years ended December 31, 2025, 2024 and 2023, respectively. The Company had $0.3 million and $0.5 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2025 and 2024.

~~The~~As ~~following~~of isDecember 31, a2025, ~~summary of~~ the Company's ~~unconsolidated~~does ~~joint~~not ~~ventures~~have asany ofinvestments ~~December 31,~~in ~~2024~~unconsolidated ~~and~~joint ~~2023~~ventures ~~(dollars~~that inare ~~thousands):~~considered VIEs.

	Number of Apartment Units		Company's		Carrying Value				Property DebtAs of December 31, 2024
Entity / Property Name	December 31, 2024		EffectiveOwnership % (a)		December 31,2024		December 31,2023		Balance		MaturityDate		InterestRate
Multifamily
Metropolitan and Lofts at 40 Park (b) (c)	130	units	25.00	%	$	689	$	908	$	34,100	10/10/25	SOFR+	2.85	%
RiverTrace at Port Imperial	316	units	22.50	%	4,074		4,506		82,000		11/10/26		3.21	%
The Capstone at Port Imperial	360	units	40.00	%	20,519		21,361		135,000		12/22/25	SOFR+	1.20	%
Riverpark at Harrison	141	units	45.00	%	—		—		30,192		07/01/35		3.19	%
Station House	378	units	50.00	%	31,509		32,022		87,350		07/01/33		4.82	%
Urby Harborside (d)	762	units	85.00	%	52,832		57,060		182,604		08/01/29		5.20	%
PI North - Land (b) (e)	829	potential units	20.00	%	1,678		1,678		—		—		—
Other
Other (f)					—		419		—		—		—
Totals:					$	111,301	$	117,954	$	551,246

The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2025 and 2024 (dollars in thousands):

(a)Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.


	Number of Apartment Units		Company's		Carrying Value				Property Debt As of December 31, 2025
Entity / Property Name	December 31, 2025		Effective Ownership %		December 31, 2025		December 31, 2024		Balance		Maturity Date			Interest Rate
Multifamily
Metropolitan and Lofts at 40 Park (a)	130	units	(a)		$	—	$	689	$	—	—			—
RiverTrace at Port Imperial	316	units	22.50	%	3,353		4,074		82,000		11/10/26			3.21	%
The Capstone at Port Imperial	360	units	40.00	%	17,513		20,519		135,000		12/22/26	(c)	SOFR+	1.20	%
Riverpark at Harrison	141	units	45.00	%	—		—		29,948		07/01/35			3.19	%
Station House	378	units	50.00	%	31,322		31,509		85,158		07/01/33			4.82	%
Urby Harborside (b)	762	units	(b)		—		52,832		—		—			—
PI North - Land (a)	829	potential units	(a)		—		1,678		—		—			—


Totals					$	52,188	$	111,301	$	332,106

(ba)~~The~~In April 2025, the Company's ~~ownership~~sold its interests in ~~this~~The ~~venture~~Metropolitan ~~are~~at ~~subordinate~~40 toPark ~~its~~multifamily ~~partner's~~rental ~~preferred~~property ~~capital~~in ~~balance~~Morristown, New Jersey and ~~the~~PI ~~Company~~North isdevelopable ~~not~~land ~~expected~~parcels toin ~~meaningfully~~West ~~participate~~New inYork, ~~the~~New ~~venture's~~Jersey. ~~cash~~See ~~flows~~Note 3: Investments in ~~the~~Rental ~~near~~Property ~~term~~- Dispositions of Unconsolidated Joint Ventures.

(cb)AsThe ofCompany ~~December 31,~~owned ~~2024,~~an ~~through~~85 ~~the~~percent ~~joint~~interest ~~venture,~~with ~~the~~shared ~~Company~~control ~~owns~~over amajor 25decisions ~~percent~~such ~~interest~~as, inapproval aof ~~130-unit~~budgets, ~~multifamily rental~~ property ~~("The~~financing ~~Metropolitan~~and atleasing ~~40 Park")~~guidelines. In ~~January~~April ~~2024~~2025, the ~~joint~~Company ~~venture~~acquired ~~sold~~ the ~~59-unit,~~remaining ~~five~~15 ~~story~~percent ~~multifamily~~controlling ~~rental~~interest ~~property ("Lofts at 40 Park"), and~~ in ~~October 2024,~~ the joint venture ~~sold~~and ~~the~~consolidated ~~Shops~~its atfull 40interest ~~Park~~in ~~retail~~the property. See Note 3: Investments in Rental Property –- ~~Dispositions~~Acquisition of Controlling Interest in Unconsolidated Joint Venture.

(dc)~~The~~In ~~Company~~December ~~owns an 85 percent interest with shared control over major decisions such as~~2025, ~~approval~~the ofmaturity ~~budgets,~~date ~~property financings and leasing guidelines. The Company formerly guaranteed $22 million~~ of the ~~principal~~mortgage ~~outstanding~~loan ~~debt,~~encumbering ~~which on February 1, 2023,~~ the ~~lender~~property ~~released~~was ~~the~~extended ~~Company~~one ~~of all obligations under the Guaranty Agreement~~year.

~~(e)~~The ~~Company~~following ~~owns~~is a 20summary ~~percent~~of ~~residual~~the ~~interest~~Company’s equity in ~~undeveloped~~earnings ~~land~~(loss) ~~parcels:~~of ~~parcels~~unconsolidated 6joint ~~and~~ventures Ifor ~~that~~the ~~can~~years ~~accommodate~~ended ~~the~~December 31, ~~development~~2025, of2024 ~~829~~and ~~apartment~~2023 ~~units.~~(dollars in thousands):

(f)The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term.


	Year Ended December 31,
Entity / Property Name	2025		2024		2023
Multifamily
Metropolitan and Lofts at 40 Park (a)	$	(361)	$	(1,143)	$	(1,239)
RiverTrace at Port Imperial	680		782		546
The Capstone at Port Imperial	768		235		(294)
Riverpark at Harrison	216		270		540
Station House	38		(201)		(299)
Urby Harborside	3,916		4,161		4,110
PI North - Land (a)	—		(276)		(240)
Liberty Landing	—		—		(22)
Other
Other	—		106		—

Company's equity in earnings (loss) of unconsolidated joint ventures (b)	$	5,257	$	3,934	$	3,102

~~The~~(a) In ~~following~~January is2024, athe ~~summary~~joint ofventure sold the ~~Company’s~~Lofts ~~equity~~at in40 ~~earnings~~Park ~~(loss)~~multifamily ofrental ~~unconsolidated~~property. ~~joint~~In ~~ventures~~April ~~for~~2025, the ~~years~~Company ~~ended~~sold ~~December 31,~~its ~~2024~~interest in The Metropolitan at 40 Park multifamily rental property in Morristown, ~~2023~~New Jersey and ~~2022~~PI ~~(dollars~~North developable land parcels in ~~thousands)~~West New York, New Jersey. See Note 3: Investments in Rental Property - Dispositions of Unconsolidated Joint Ventures.

	Year Ended December 31,
Entity / Property Name	2024		2023		2022
Multifamily
Metropolitan and Lofts at 40 Park (a)	$	(1,143)	$	(1,239)	$	(674)
RiverTrace at Port Imperial	782		546		356
The Capstone at Port Imperial	235		(294)		(212)
Riverpark at Harrison	270		540		234
Station House	(201)		(299)		(722)
Urby Harborside	4,161		4,110		2,374
PI North - Land	(276)		(240)		(205)
Liberty Landing (b)	—		(22)		36
Other
Other	106		—		13
Company's equity in earnings (loss) of unconsolidated joint ventures (c)	$	3,934	$	3,102	$	1,200

(b) Amounts are net of amortization of basis differences of $0.4 million, $0.6 million and $0.6 million for the year ended December 31, 2025, 2024 and 2023, respectively.

~~(a) In January 2024, the joint venture sold the Lofts at 40 Park multifamily rental property, and in October 2024, the Company's joint venture sold the Shops at 40 Park retail property.~~ 68

~~(b) Pursuant~~The tofollowing is a ~~notice~~summary ~~letter~~of tothe ~~its~~financial ~~joint~~position ~~venture~~of ~~partner~~the ~~dated~~unconsolidated ~~January~~joint 6,ventures ~~2022,~~in which the Company ~~intends~~had toinvestment ~~not~~interests ~~proceed~~as ~~with~~of ~~the~~December 31, ~~acquisition~~2025 and ~~development~~2024 of(dollars ~~Liberty~~in ~~Landing.~~thousands):


	December 31, 2025		December 31, 2024
	Others (b)		Urby Harborside (a)		Others (b)
Assets:
Rental Property, net	$	412,552	$	236,589	$	456,604
Other assets	10,974		6,108		28,574
Total assets	$	423,526	$	242,697	$	485,178
Liabilities and partners'/members' capital:
Mortgages and loans payable	$	332,106	$	182,604	$	368,642
Other liabilities	6,209		2,260		7,155
Partners'/members' capital	85,211		57,833		109,381
Total liabilities and partners'/members' capital	$	423,526	$	242,697	$	485,178

~~(c) Amounts~~The ~~are~~following ~~net~~is ofa ~~amortization~~summary of ~~basis~~the ~~differences~~results offrom ~~$618~~operations ~~thousand,~~of ~~$618~~the ~~thousand~~unconsolidated ~~and~~joint ~~$154 thousand~~ventures for the ~~year~~period in which the Company had investment interests during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022,~~2023 ~~respectively.~~(dollars in thousands):

The following is a summary of the financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2024 and 2023 (dollars in thousands):


	Year ended December 31, 2025				Year ended December 31, 2024				Year ended December 31, 2023
	Urby Harborside (a)		Others (b)		Urby Harborside (a)		Others (b)		Urby Harborside (a)		Others (b)
Total revenues	$	13,864	$	54,596	$	37,714	$	72,076	$	35,656	$	58,616
Operating and other expenses	(3,795)		(20,970)		(13,897)		(23,361)		(11,826)		(24,219)
Depreciation and amortization	(2,444)		(12,310)		(8,804)		(13,417)		(8,754)		(13,587)
Interest expense	(2,953)		(15,289)		(9,926)		(18,262)		(10,049)		(20,439)
Net income (loss)	$	4,672	$	6,027	$	5,087	$	17,036	$	5,027	$	371

	December 31, 2024				December 31, 2023
	Urby Harborside		Others		Urby Harborside		Others
Assets:
Rental Property, net	$	236,589	$	456,604	$	244,895	$	497,037
Other assets	6,108		28,574		4,702		26,778
Total assets	$	242,697	$	485,178	$	249,597	$	523,815
Liabilities and partners'/members' capital:
Mortgages and loans payable	$	182,604	$	368,642	$	185,742	$	393,999
Other liabilities	2,260		7,155		1,221		7,677
Partners'/members' capital	57,833		109,381		62,634		122,139
Total liabilities and partners'/members' capital	$	242,697	$	485,178	$	249,597	$	523,815

(a)In April 2025, the Company acquired the remaining 15 percent controlling interest in the joint venture and consolidated its full interest in the property. The summary of results from operations for the year ended December 31, 2025 represents results through April 2025, prior to consolidation. See Note 3: Investments in Rental Property - Acquisition of Controlling Interest in Unconsolidated Joint Venture.

(b)The ~~following~~summarized isfinancial ainformation ~~summary~~has ofbeen ~~the~~aggregated ~~results~~for ~~from operations of~~ the remaining unconsolidated joint ventures, ~~for~~as ~~the~~none ~~period~~of inthese ~~which~~equity ~~the~~method ~~Company~~investees ~~had~~were ~~investment~~significant ~~interests~~on ~~during~~a ~~the~~stand-alone ~~years~~basis. As ~~ended~~noted ~~December 31~~above, ~~2024,~~the ~~2023~~Urby ~~and~~Harborside ~~2022~~joint ~~(dollars~~venture was consolidated in ~~thousands):~~April 2025.

	Year ended December 31, 2024				Year ended December 31, 2023				Year ended December 31, 2022
	Urby Harborside		Others		Urby Harborside		Others		Urby Harborside		Others
Total revenues	$	37,714	$	72,076	$	35,656	$	58,616	$	32,951	$	107,686
Operating and other expenses	(13,897)		(23,361)		(11,826)		(24,219)		(11,092)		(70,822)
Depreciation and amortization	(8,804)		(13,417)		(8,754)		(13,587)		(8,682)		(16,730)
Interest expense	(9,926)		(18,262)		(10,049)		(20,439)		(10,191)		(19,586)
Net income (loss)	$	5,087	$	17,036	$	5,027	$	371	$	2,986	$	548

(a)Includes Metropolitan and Lofts at 40 Park, RiverTrace at Port Imperial, The Capstone at Port Imperial, Riverpark at Harrison, Station House, PI North - Land, Liberty Landing, Hyatt Regency Hotel Jersey City, other interests in various unconsolidated joint ventures including interests in assets previously owned and interest in ventures whose businesses are related to its core operations that are not expected to significantly impact the Company's operations in the near term.

5. DEFERRED CHARGES AND OTHER ASSETS, NET

(dollars in thousands)	December 31,~~2024~~2025		December 31,~~2023~~2024
Deferred leasing costs	$	45,~~765~~684	$	84,~~324~~765
Deferred financing costs (a)	67,~~296~~124		~~771~~6,296
Deferred charges	1112,~~061~~808		911,~~095~~061
Accumulated amortization	(46,~~558~~759)		(54,~~063~~558)
Deferred charges, net	6,~~503~~049		46,~~032~~503
In-place lease values, related intangibles and other assets, net (b)(c)	9,519		10,034
In-place lease values, related intangibles and other assets, net (b)	8,999		9,519
Right of use assets (d)	5,145		6,161
Right of use assets (c)	4,079		5,145
Prepaid expenses and other assets, net	2721,~~309~~461		3327,~~729~~309
Total deferred charges and other assets, net	$	4840,~~476~~588	$	5348,~~956~~476

(a)This amount relates to the deferred financing costs associated with the revolving credit facility. Deferred financing costs related to all other ~~debt~~loans ~~liabilities~~ are netted against ~~those~~the ~~debt~~respective ~~liabilities~~mortgage obligation for all periods presented. See Note 2: Significant Accounting Policies – Deferred Financing Costs.

(b)~~The~~Includes the value of acquired above and below market lease intangibles in which the Company is the lessor which are recognized in rental revenue over the terms of the respective leases. The ~~impact~~value of ~~amortizing the~~ acquired ~~above and below~~in-~~market~~place lease intangibles ~~increased~~in ~~revenue~~which bythe ~~approximately~~Company ~~$30~~is ~~thousand, $0.1 million and $0.2 million for~~ the ~~years~~lessor ~~ended~~are ~~December 31,~~amortized ~~2024,~~to ~~2023 and 2022, respectively.~~

6669

~~(c)The~~Depreciation ~~value~~and ofamortization ~~acquired~~expense ~~above~~over ~~market~~the ~~lease~~remaining ~~intangibles~~initial interms ~~which~~of the ~~Company~~respective isleases. The impact of amortizing the ~~lessee~~acquired above and inbelow-~~place~~market lease intangibles inincreased ~~which~~revenue ~~the~~by ~~Company~~approximately is$18 ~~the~~thousand, ~~lessor~~$30 ~~are~~thousand ~~amortized~~and to$0.1 ~~expense~~million, ~~over~~and the ~~remaining initial terms of the respective leases. The~~ impact of the amortization of acquired in-place lease values is included in ~~depreciation~~Depreciation and amortization expense and amounted to approximately $01.51 million, $2.0.5 million and $12.50 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

(dc)This amount has a corresponding liability of $6.5.7 million and $76.45 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Office and Ground Lease Agreements for further details.

DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. ~~Interest~~An interest rate ~~caps~~cap ~~designated~~is asa ~~cash~~financial ~~flow~~contract ~~hedges~~whereby ~~involve~~ the ~~receipt~~Company ofpays ~~variable~~an ~~amounts~~upfront ~~from~~premium to a counterparty, and in return, if ~~interest~~the ~~rates~~specified ~~rise~~reference ~~above~~interest rate exceeds the agreed-upon strike rate onduring the contract inperiod, ~~exchange~~the ~~for~~counterparty anmakes ~~up-front~~payments ~~premium~~to the Company, offsetting the increased interest expense exceeding the strike rate.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges isare recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates $0.8 million will be reclassified as an increase to interest expense.

~~The~~As ~~Company~~of ~~entered~~December 31, ~~into~~2025, the ~~following~~Company had two interest rate caps ~~during~~outstanding ~~the~~and ~~year~~in ~~ended~~effect ~~December 31~~with a notional amount of $185.0 million designated as cash flow hedges of interest rate risk, ~~2024~~and ~~(dollars~~two undesignated interest rate cap outstanding and in ~~thousands):~~effect with a notional amount $145.0 million.

Hedged Item	Designation	Effective Date	Maturity Date	Notional Amount		Strike Rate
Term Loan	Cash Flow	6/28/2024	7/22/2026	$	55,000	3.50	%
RiverHouse 9 at Port Imperial Mortgage	Cash Flow	7/1/2024	7/1/2026	$	110,000	3.50	%
Term Loan	Cash Flow	8/1/2024	7/22/2026	$	43,000	3.50	%
Term Loan	Cash Flow	9/30/2024	7/22/2026	$	102,000	3.50	%
Revolving Credit Facility	Mark to Market (a)	9/30/2024	6/22/2025	$	150,000	3.50	%
The Upton Mortgage	Cash Flow	11/1/2024	11/1/2026	$	75,000	3.50	%

In July 2025, the Company dedesignated the interest rate caps previously designated as hedging instruments in connection with the repayment of the 2024 Term Loan. Additionally, the Company terminated two interest rate caps previously designated as a hedging instrument in connection with the repayment of debt. As a result of these transactions, $0.5 million of deferred losses were recognized immediately within interest expense for the year ended December 31, 2025.

~~(a)~~The ~~Company~~table ~~elected~~below topresents ~~not designate this interest rate cap as a cash flow hedge at inception and therefore changes in~~ the fair value of the Company’s derivative ~~are~~financial ~~recorded~~instruments inas ~~earnings.~~well ~~For~~as ~~the~~their ~~year~~classification ~~ended~~on ~~December 31, 2024,~~ the ~~Company~~Consolidated ~~recorded~~Balance ~~$0.2~~Sheets ~~million~~as of ~~fair~~December 31, ~~value~~2025 ~~adjustments~~and as2024 an(dollars ~~increase~~ in ~~Interest expense in the Company's Consolidated Statements of Operations.~~thousands):

As of December 31, 2024, the Company had six interest rate caps outstanding and in effect with a notional amount of $441.5 million designated as cash flow hedges of interest rate risk, and one undesignated interest rate cap outstanding and in effect with a notional amount $150 million.


	Fair Value
Asset Derivatives designated as hedging instruments	December 31, 2025		December 31, 2024		Balance sheet location
Interest rate caps designated as hedging instruments	$	196	$	4,953	Deferred charges and other assets, net
Interest rate caps not designated as hedging instruments	$	110	$	525	Deferred charges and other assets, net

The table below presents the ~~fair~~effect ~~value~~ of the Company’s derivative financial instruments asdesignated ~~well~~ as ~~their~~hedging ~~classification~~instruments on the Consolidated ~~Balance~~Statements ~~Sheets~~of asOperations offor the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

	Fair Value
Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (a)					Location of Gain or(Loss) Reclassifiedfrom AccumulatedOCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (a) (b)			Total Amount of Interest Expense presented in the Consolidated Statements ofOperations
Asset Derivatives designatedas hedging instruments	December 31,2024		December 31,2023		Balance sheet location
Year Ended December 31,	2025		2024		2023		2025	2024	2023		2025	2024	2023
Interest rate caps designated as hedging instruments	$	4,953	$	5,098	Deferred charges and other assets, net
Interest rate caps	$(951)		$526		$1,184	Interest Expense	$(663)	$2,967	$3,559		$(88,579)	$(87,976)	$(89,355)
Interest rate caps not designated as hedging instruments	$	525	$	—	Deferred charges and other assets, net

~~The~~(a)Amounts ~~table~~exclude ~~below~~net ~~presents~~losses ~~the~~of ~~effect~~$631 thousand, net gains of ~~the~~$632 ~~Company’s~~thousand, ~~derivative~~and ~~financial~~zero ~~instruments~~recognized on ~~the~~unconsolidated ~~Consolidated~~jointly ~~Statements~~owned ofinvestments ~~Operations~~ for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, ~~(dollars in thousands):~~respectively.

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (a)			Location of Gain or (Loss) Reclassifiedfrom Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (a) (b)			Total Amount of Interest Expense presented in the Consolidated Statements ofOperations
Year Ended December 31,	2024	2023	2022		2024	2023	2022		2024	2023	2022
Interest rate caps	$526	$1,184	$5,032	Interest expense	$2,967	$3,559	$666		$(87,976)	$(89,355)	$(66,381)

(a)Amounts exclude net gains of $632 thousand, zero and zero recognized on unconsolidated jointly owned investments for the years ended December 31, 2024, 2023 and 2022, respectively.

(b)The gain or loss reclassified from Accumulated OCI into Income is recorded in Interest Expense.

Additionally, the Company recorded $0.7 million, $0.2 million, and zero of fair value adjustments related to the Company’s interest rate caps not designated as hedging instruments as an increase in Interest Expense on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. Specifically, the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of December 31, ~~2024~~2025, the Company did not have any interest rate derivatives in a net liability position.

6. RESTRICTED CASH

Restricted cash ~~generally~~primarily ~~includes~~consists ~~residential~~of resident security deposits ~~for~~held ~~certain~~across ofvarious ~~the~~ Company’s properties, ~~and~~as well as escrow and reserve ~~funds~~accounts ~~for~~established ~~debt~~pursuant ~~service,~~to ~~real~~certain ~~estate~~mortgage ~~taxes,~~financing ~~property~~arrangements ~~insurance,~~for ~~capital~~debt ~~improvements,~~service ~~tenant improvements,~~ and ~~leasing~~real ~~costs~~estate ~~established~~tax ~~pursuant~~obligations. Restricted tocash ~~certain mortgage financing arrangements, and~~ is ~~comprised~~summarized ofas ~~the~~follows ~~following~~ (dollars in thousands):

	December 31,2024		December 31,2023
	December 31,2025		December 31,2024
Security deposits	$	9,~~410~~329	$	9,~~996~~410
Escrow and other reserve funds	75,~~649~~903		167,~~576~~649
Total restricted cash	$	1715,~~059~~232	$	2617,~~572~~059

7. DISCONTINUED OPERATIONS

The Company's sale of its former New Jersey office and hotel portfolio (collectively, the “Office Portfolio”) represented a strategic shift in the Company’s operations. As such, the results of these sold properties are classified as discontinued operations for all periods presented.

The following table summarizes income (loss) from discontinued operations and the related realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net, for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 (dollars in thousands):

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Total revenues	$	~~2,255~~(519)	$	402,~~649~~255	$	~~147~~40,~~634~~649
Operating and other (expenses) income, net	(758)		(27,967)		(75,869)
Operating and other (expenses) income, net (a)	4,634		(758)		(27,967)
Property impairments	—		~~(32,516)~~—		(9432,~~811~~516)
Depreciation and amortization	~~(635)~~—		(~~12,840~~635)		(3412,~~505~~840)
Gain (loss) from extinguishment of debt, net	—		~~(12)~~—		(~~7,303~~12)
Income (loss) from discontinued operations	~~862~~4,115		~~(32,686)~~862		(6432,~~854~~686)
Gain (loss) on disposition of developable land	~~1,899~~—		391,~~271~~899		—39,271
Gain (loss) on sale of unconsolidated joint venture interests	—		—		7,677
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	—		1,548		2,411
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	1,548		2,411		61,676
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	—		3,447		41,682
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	3,447		41,682		69,353
Total discontinued operations, net	$	4,115	$	4,309	$	8,996
Total discontinued operations, net	$	4,309	$	8,996	$	4,499

6871

(a)Operating and other expenses, net reflects the successful resolution of real estate tax appeals related to formerly owned office properties during the the year ended December 31, 2025.

8. REVOLVING CREDIT FACILITY AND TERM LOANS

OnAs ~~April~~of 22December 31, ~~2024~~2025, the Company's ~~entered into a~~ revolving credit ~~and~~facility ~~term~~consisted ~~loan agreement (the "2024 Credit Agreement") with a group~~ of ~~eight lenders that provides for~~ a $300 million senior secured revolving credit facility (the "2024 Revolving Credit Facility"), ~~and~~which ahad ~~$200 million~~an ~~senior~~outstanding ~~secured~~principal ~~term~~balance ~~loan~~of ~~facility~~$30 (million and the ~~"2024~~effective ~~Term~~interest ~~Loan")~~rate applicable was 5.72%.

~~The~~On ~~terms~~April of22, 2024, the Company entered into the 2024 Revolving Credit Facility ~~include~~and a $200 million senior secured term loan facility (the “2024 Term Loan” and, together with the 2024 Revolving Credit Facility, the “2024 Credit Agreement”) with a group of eight lenders (the "Lenders"), which originally provided for: (1) a three-year term ending in April 2027, subject to one twelve-month extension option; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $300 million; (3) a first priority lien on no fewer than five properties with an aggregate appraised value of at least $900 million, ~~initially~~ consisting of (i) The James; ~~and the following additional identified properties to be added to the collateral pool at a subsequent date,~~ (ii) 145 Front at City Square; (iii) Signature Place; (iv) Soho Lofts; and (v) Liberty Towers (collectively, the “Collateral Pool Properties”); and (4) a commitment fee payable quarterly ranging from 25 basis points to 35 basis points per annum on the daily unused amount of the 2024 Revolving Credit Facility. The Company may request increases in the principal amount of the 2024 Revolving Credit Facility and/or new term loans under the 2024 Term Loan Facility in an aggregate amount of up to $200 million, which shall be subject to commercially reasonable syndication efforts.

~~The~~On ~~terms~~July of9, 2025, the ~~2024~~Company ~~Term~~entered ~~Loan~~into ~~included:~~an amendment to the 2024 Credit Agreement (1the "July 2025 Amendment") awith ~~three-year~~the ~~term~~Lenders ~~ending~~to inallow ~~April~~for ~~2027~~the removal of three assets, ~~subject~~The toJames, ~~one~~Signature ~~twelve-month~~Place, ~~extension~~and ~~option;~~145 ~~(2)~~Front upStreet toat ~~three~~City ~~delayed~~Square ~~draws~~from ~~prior~~the toCollateral ~~April~~Pool 22Properties, ~~2025~~provided ofthat the ~~term~~proceeds ~~loan~~from ~~commitments~~their uprespective tosales anwere ~~aggregate~~applied ~~principal~~toward ~~amount~~the full repayment of the $200 million; ~~(3)~~outstanding abalance ~~first~~under ~~priority~~the ~~lien~~2024 inTerm ~~the~~Loan. ~~Collateral~~The ~~Pool~~July ~~Properties;~~2025 ~~and~~Amendment ~~(iv)~~also areduced ~~ticking~~the ~~fee~~number ~~payable~~of ~~quarterly~~participating ~~equal~~Lenders tofrom 35eight ~~basis~~to ~~points~~seven. The ~~per~~Company ~~annum~~completed on the ~~daily~~full ~~unused~~repayment ~~amount~~ of the 2024 Term Loan ~~Facility~~in July 2025.

The ~~Company~~July ~~may~~2025 ~~request~~Amendment ~~increases~~also inintroduced ~~the~~a ~~principal~~5 ~~amount~~level ofleverage-based interest rate pricing grid applicable to the 2024 Revolving Credit Facility, ~~and/or~~with ~~new~~an ~~term~~applicable ~~loans~~margin ~~under~~ranging ~~the~~from ~~2024~~(i) ~~Term~~25 ~~Loan~~basis ~~Facility~~points into an80 ~~aggregate~~basis ~~amount~~points in respect of upAlternative toBase ~~$200 million,~~Rate ~~which~~borrowings ~~shall~~and be(ii) ~~subject~~125 basis points to ~~commercially~~180 ~~reasonable~~basis ~~syndication~~points ~~efforts~~in respect of Adjusted Daily Effective SOFR Rate borrowings (the “Revolving Credit Applicable Rate”).

~~Interest~~With onrespect ~~borrowings~~to each borrowing under the 2024 Revolving Credit Facility, ~~and~~at the ~~2024~~Company's ~~Term~~election ~~Loan~~as ~~shall be based on applicable interest rate (the “Interest Rate”) plus a margin ranging from 100 basis points~~ to ~~200 basis points (~~the ~~“Applicable~~type ~~Rate”)~~of ~~depending on the Interest Rate elected. With respect to borrowings under the 2024 Revolving Credit Facility and the 2024 Term Loan~~borrowing, the ~~Interest~~interest ~~Rate~~rate shall be either (A) the Alternative Base Rate plus the Revolving Credit Applicable Rate, ~~and/~~or (B) the Adjusted Term SOFR Rate plus the ~~Applicable Rate or, with respect to the 2024~~ Revolving Credit ~~Facility~~Applicable ~~only~~Rate, or (C) the Adjusted Daily Effective SOFR Rate plus the Applicable Rate. As used herein: “ "Alternative Base Rate” means, subject to a floor of 1.00%, the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month interest period plus 1%; “Adjusted Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate~~, plus 10 basis points~~; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s on the immediately succeeding business day (“SOFR”) ~~plus 10 basis points~~.

During the year ended December 31, ~~2024~~2025, the Company successfully met Sustainable KPI provisions as defined within the 2024 Credit Agreement, that resulted in a five basis point spread reduction for all borrowings on the Term Loan and Revolver, and a one basis point reduction on the commitment fee on the daily unused amount of the 2024 Revolving Credit Facility.

The General Partner and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the 2024 Credit Agreement, and certain subsidiaries of the Operating Partnership also granted the lenders a security interest in certain subsidiary guarantors in order to further secure the obligations, liabilities and indebtedness of the Operating Partnership under the 2024 Credit Agreement.

The 2024 Credit Agreement, which applies to both the 2024 Revolving Credit Facility and the 2024 Term Loan, includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties, and which require compliance with financial ratios (prior to the Operating Partnership’s election of equity-secured financial covenants) relating to (a) the maximum total leverage ratio (65%), (b) the minimum debt service coverage ratio (1.2540 times), ~~(c)~~for the ~~minimum~~fiscal ~~tangible~~quarter ~~net~~ended ~~worth~~September ratio (80% of tangible net worth as of April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), (d) the maximum unhedged variable rate debt ratio (30%), 2025 and ~~(e)~~1.5 ~~financial~~times ~~ratios~~for ~~(after~~each ~~the~~fiscal ~~Operating~~quarter ~~Partnership's election of equity-secured financial covenants~~thereafter) ~~relating to (i) the maximum total leverage ratio (60%)~~, (iic) the minimum ~~debt service coverage ratio (1.50 times), (iii) the minimum~~ tangible net worth ratio (80% of tangible net worth as of April 22, ~~2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), and (iv) the maximum unhedged variable rate debt ratio (30%).~~

6972

~~As of December 31,~~ 2024, ~~the~~plus ~~principal~~80% ~~balance~~of ~~outstanding~~net ~~under~~cash ~~the~~proceeds ~~2024~~of ~~Term~~equity ~~Loan~~issuances ~~and~~by ~~2024~~the ~~Revolving~~General ~~Credit~~Partner ~~Facility~~or ~~was~~the ~~$200~~Operating ~~million~~Partnership), and ~~$152~~(d) ~~million, respectively. As of December 31, 2024,~~ the ~~effective~~maximum ~~interest~~unhedged ~~rates~~variable ~~applicable~~rate todebt ~~the~~ratio ~~2024 Term Loan and 2024 Revolving Credit Facility were 6.23~~(30% ~~and 6~~).~~23%, respectively.~~

As of December 31, ~~2024~~2025, ~~The James, 145 Front at City Square,~~ Soho Lofts, ~~Signature Place,~~ and Liberty Towers ~~are~~were encumbered by the Company's credit facilities, with a total carrying value of approximately $0.96 billion. Following the July 2025 Amendment, the required number of collateral assets was reduced from five to two. In October 2025, a negative pledge and assignment of proceeds of Portside at East Pier were added as incremental collateral.

The Company was in compliance with its debt covenants under the 2024 Credit Agreement as of December 31, ~~2024~~2025.

On July 25, 2023, the Company entered into a revolving credit and term loan agreement (“2023 Credit Agreement”) with a group of two lenders that provides for a $60 million senior secured revolving credit facility (the “2023 Revolving Credit Facility”) and a $115 million senior secured term loan facility (the “2023 Term Loan”). During the fourth quarter of 2023, the Company fully repaid the remaining balances of the 2023 Term Loan and 2023 Revolving Credit Facility.

On April 7, 2023, the Company terminated the 2021 Credit Agreement for both the 2021 Credit Facility and 2021 Term Loan. As a result of the termination, the Company wrote off the unamortized deferred financing costs in an amount of $2.7 million during the second quarter of 2023, which is recorded within Gain (loss) from extinguishment of debt, net, on the Consolidated Statements of Operations.

9. MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

~~The Company has mortgages, loans payable and other obligations which primarily consist of various loans collateralized by certain of the Company’s rental properties, land and development projects.~~ As of December 31, ~~2024~~2025, 1210 of the Company’s properties, with a total carrying value of approximately $1.8 billion are encumbered by the Company’s mortgages and loans payable. Payments on mortgages, ~~loans payable and other obligations~~ are generally due in monthly installments of principal and interest, or interest only. The Company was in compliance with its debt covenants under its mortgages and loans payable as of December 31, ~~2024~~2025.

A summary of the Company’s mortgages, loans payable and other obligations as of December 31, ~~2024~~2025 and ~~2023~~2024 is as follows (dollars in thousands):

Property Name	Lender		EffectiveRate (a)		December 31,~~2024~~2025		December 31,~~2023~~2024		Maturity
Signature Place (b)	Nationwide Life Insurance Company		3.74	%	—		43,000		08/01/24
Portside 2 at East Pier (b)	New York Life Insurance Company		4.56	%	93,782		95,427		03/10/26
Liberty Towers (c)	American General Life Insurance Company		3.37	%	—		265,000		10/01/24
Portside 2 at East Pier (d)	New York Life Insurance Company		4.56	%	95,427		97,000		03/10/26
BLVD 425	New York Life Insurance Company		4.17	%	131,000		131,000		08/10/26
BLVD 401	New York Life Insurance Company		4.29	%	~~115~~113,~~515~~462		~~117~~115,~~000~~515		08/10/26
Portside at East Pier (e)	KKR	SOFR+	2.75	%	56,500		56,500		09/07/26
Portside at East Pier (c)	KKR	SOFR+	2.75	%	—		56,500		09/07/26
The Upton (f)	Bank of New York Mellon	SOFR+	1.58	%	75,000		75,000		10/27/26
The Upton (d)	Bank of New York Mellon	SOFR+	1.58	%	75,000		75,000		10/27/26
145 Front at City Square (g)	US Bank	SOFR+	1.84	%	—		63,000		12/10/26
RiverHouse 9 at Port Imperial (e)	JP Morgan	SOFR+	1.41	%	110,000		110,000		06/21/27
RiverHouse 9 at Port Imperial (h)	JP Morgan	SOFR+	1.41	%	110,000		110,000		06/21/27
Quarry Place at Tuckahoe (f)	Natixis Real Estate Capital LLC		4.48	%	—		41,000		08/05/27
Quarry Place at Tuckahoe	Natixis Real Estate Capital LLC		4.48	%	41,000		41,000		08/05/27
BLVD 475	The Northwestern Mutual Life Insurance Co.		2.91	%	161,201		164,712		11/10/27
BLVD 475	The Northwestern Mutual Life Insurance Co.		2.91	%	164,712		165,000		11/10/27
Haus25	Freddie Mac		6.04	%	343,061		343,061		09/01/28
RiverHouse 11 at Port Imperial	The Northwestern Mutual Life Insurance Co.		4.52	%	100,000		100,000		01/10/29
Soho Lofts (i)	Flagstar Bank		3.77	%	—		158,777		07/01/29
Sable (g)	Pacific Life		5.59	%	181,544		—		08/01/29
Port Imperial South 4/5 Garage	American General Life & A/G PC		4.85	%	3130,~~098~~524		31,~~645~~098		12/01/29
The Emery at Overlook Ridge (j)	Flagstar Bank		3.21	%	70,653		72,000		01/01/31
The Emery at Overlook Ridge (h)	Flagstar Bank		3.21	%	—		70,653		01/01/31
Principal balance outstanding					1,~~333~~339,~~966~~574		1,~~868~~333,~~983~~966
Unamortized deferred financing costs					(107,~~492~~416)		(1510,~~086~~492)
Total mortgages, loans payable and other obligations, net					$	1,~~323~~332,~~474~~158	$	1,~~853~~323,~~897~~474

(a)Reflects effective rate of debt, including deferred financing costs, comprised of debt initiation costs, and other transaction costs, as applicable.

(b)On ~~August~~June 111, 2024, the ~~Company~~lender ~~paid~~terminated the ~~outstanding~~Company's ~~loan~~payment ~~amount~~guarantee inof ~~full~~10 percent of the outstanding principal.

(c)OnAs ~~September~~of 30December 31, ~~2024,~~2025 ~~the~~this ~~Company~~mortgage ~~prepaid~~was fully repaid and the ~~outstanding~~corresponding ~~loan~~interest-rate ~~amount~~cap inwas ~~full~~terminated.

(d)OnAs ~~June~~of 11December 31, ~~2024~~2025, ~~the~~this ~~lender~~

Filing Compare · Veris Residential, Inc.