Nia Mahbod 4

4 · Veris Residential, Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Veris Residential (VRE) CEO Nia Mahbod Receives Equity Award

What Happened

Nia Mahbod, CEO of Veris Residential (VRE), received equity awards on February 19, 2026 consisting of three grants of restricted stock units (RSUs). Each grant was for 148,248 units, for a total of 444,744 RSUs. The awards were granted at $0.00 per unit (i.e., no cash paid at grant) and represent contingent rights to receive one share of VRE common stock upon vesting.

Key Details

Transaction date: February 19, 2026. Form 4 filed February 23, 2026 (within the required 2 business days).
Grants: three types, each 148,248 RSUs (total 444,744):
- TVRSU (time-vesting): vests in three equal annual installments beginning Feb 19, 2027. (F1, F2)
- PVRSU (performance-vesting): 50% tied to absolute TSR and 50% tied to TSR relative to 11 peer REITs over a three-year performance period; vesting range 0%–160% of target. (F3, F4)
- OPVRSU (outperformance-vesting): vests (0%–100%) on Feb 18, 2029 based on adjusted FFO per share for fiscal 2028. (F5, F6)
Price and value: $0.00 per unit at grant. The filing reports the award grant, not a cash purchase or sale.
Shares owned after transaction: not disclosed in the provided filing details.

Context

These are restricted stock unit awards (derivative securities). RSUs are contingent rights to receive shares in the future if vesting and performance conditions are met; they do not represent immediately transferable shares or a cash purchase.
Such grants are routine compensation for executives and do not by themselves signal an open-market purchase or sale by the insider. They become economically meaningful only if and when vesting and any performance conditions are achieved.

Form 4

Period: 2026-02-19

DirectorCHIEF EXECUTIVE OFFICER

Transactions

Award
Time Vesting Restricted Stock Units
[F1][F2]
2026-02-19+148,248→ 576,190 total
Award
Performance Vesting Restricted Stock Units
[F3][F4]
2026-02-19+148,248→ 148,248 total
Exercise: $0.00→ Common Stock, $0.01 par value (148,248 underlying)
Award
Outperformance Vesting Restricted Stock Units
[F5][F6]
2026-02-19+148,248→ 148,248 total
Exercise: $0.00→ Common Stock, $0.01 par value (148,248 underlying)

Holdings

Common Stock, $0.01 par value
(indirect: By family limited liability company)
380,869

Footnotes (6)

[F1]On February 19, 2026, the reporting person was granted time vesting restricted stock units (each, a "TVRSU"). Each TVRSU represents a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Veris Residential, Inc. (the "Company").
[F2]The TVRSUs vest in three equal annual installments beginning February 19, 2027.
[F3]On February 19, 2026, the reporting person was granted performance vesting restricted stock units (each, a "PVRSU"). Each PVRSU represents a contingent right to receive one share of Common Stock.
[F4]Fifty percent (50%) of the PVRSUs may vest over a three year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the PVRSUs may vest over a three year period based on the Company's TSR relative to the TSR of a select group of eleven (11) peer REITs over the same three year performance period. PVRSUs may vest between 0% and 160% of the "target" performance level (the number of shares listed herein).
[F5]On February 19, 2026, the Company granted the reporting person outperformance vesting restricted stock units (each, a "OPVRSU"). Each OPVRSU represents a contingent right to receive one share of Common Stock.
[F6]The OPVRSUs may vest on February 18, 2029 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2028.

Signature

/s/ Mahbod Nia|2026-02-23

1 file