Nia Mahbod 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential (VRE) CEO Nia Mahbod Converts Holdings in $19/share Merger
What Happened
- Nia Mahbod, CEO of Veris Residential (VRE), did not sell on the open market — her equity holdings were canceled and converted into cash as part of Veris’s merger. Under the Merger Agreement, each Veris common share (and the share equivalents from RSUs/PRSUs/OPRSUs/phantom units) was converted into the right to receive $19.00 per share (less applicable withholding). The Form 4 shows multiple dispositions on May 27, 2026: 586,416 shares and 380,869 shares (common stock dispositions), 950,000 vested options (canceled and cashed out per the agreement), 664,828 performance RSUs, 148,248 outperformance RSUs, and 3,820.554 phantom stock units.
- Cash values at $19.00 per share (where the payout formula is a straight $19 × shares): 586,416 shares = $11,141,904; 380,869 shares = $7,236,511; 664,828 PRSUs ≈ $12,631,732; 148,248 OPRSUs ≈ $2,816,712; 3,820.554 phantom units ≈ $72,591. The filing also notes 286,459 unvested time-vesting RSUs that became vested and were converted into $19/share (≈ $5,442,721). The 950,000 options were canceled and converted into a cash payment equal to (Merger Consideration – exercise price) × number of option shares, so the option payout depends on each option’s exercise price.
Key Details
- Transaction date / filing date: May 27, 2026 (Effective Time of the Merger); Form 4 filed same day.
- Price / consideration: $19.00 per share (cash), less applicable withholding taxes. Option cash-outs depend on individual exercise prices and may be zero if exercise price ≥ $19.
- Reported dispositions (May 27, 2026): 586,416 shares; 380,869 shares; 950,000 options (derivative); 664,828 PRSUs (derivative); 148,248 OPRSUs (derivative); 3,820.554 phantom stock units (derivative). Includes 286,459 TRSUs that vested and were paid out.
- Items forfeited per footnotes: 36,690 PRSUs did not vest (forfeited); 281,539 OPRSUs did not vest (forfeited).
- Transaction type: Dispositions due to merger consideration (transaction code D). This is a corporate transaction under the Merger Agreement, not an open-market sale by the insider.
- Filing timeliness: Reported and filed on the Effective Date (no late filing indicated).
Context
- These dispositions are routine merger-cancellation conversions: equity awards and shares were converted into cash under the Merger Agreement rather than indicating an active insider sale for personal reasons.
- For the 950,000 canceled options, the cash value depends on exercise prices — if the exercise price was at or above $19, those options would generate no payout.
- Retail investors: focus on the corporate event (acquisition at $19/share) rather than interpreting this as a CEO-driven sell signal.
Insider Transaction Report
Form 4Exit
Nia Mahbod
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
[F1][F2]2026-05-27−586,416→ 0 total - Disposition to Issuer
Common Stock, $0.01 par value
[F1]2026-05-27−380,869→ 0 total(indirect: By family limited liability company) - Disposition to Issuer
Common Stock Options
[F3]2026-05-27−950,000→ 0 total→ Common Stock (950,000 underlying) - Disposition to Issuer
Performance Vesting Restricted Stock Units
[F4]2026-05-27−664,828→ 0 total→ Common Stock, $0.01 par value (664,828 underlying) - Disposition to Issuer
Outperformance Vesting Restricted Stock Units
[F5]2026-05-27−148,248→ 0 total→ Common Stock, $0.01 par value (148,248 underlying) - Disposition to Issuer
Phantom Stock Units
[F6]2026-05-27−3,820.554→ 0 total→ Common Stock, $0.01 par value (3,820.554 underlying)
Footnotes (6)
- [F1]On May 27, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among the Veris Residential, Inc. (the "Issuer"), Veris Residential, L.P., AC Residential Acquisition LP ("Parent"), AC Residential REIT LLC ("Merger Sub I"), and AC Residential OP LP, the Issuer merged with and into Merger Sub I (the "Merger") and each share of the Issuer's common stock, par value $0.01 per share (the "Shares"), held by the reporting person was cancelled and converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration"), without interest thereon and less applicable withholding taxes.
- [F2]Includes 286,459 shares of unvested time-vesting restricted stock units (the "TRSUs") granted pursuant to the Company's equity compensation plans that were issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"). Pursuant to the Merger Agreement, each unvested TRSU outstanding immediately prior to the effective time of the Merger automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares underlying such TRSUs immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes.
- [F3]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 950,000 vested common stock options (each, an "Option") automatically were canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share underlying such Option and (ii) the number of Shares underlying such Option immediately prior to the Effective Time, without interest thereon and less applicable withholding taxes.
- [F4]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 664,828 unvested performance-vesting restricted stock units ("PRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such vested PRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested PRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 36,690 PRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding PRSUs and such unvested PRSUs were cancelled and forfeited for no consideration.
- [F5]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 148,248 unvested outperformance-vesting restricted stock units ("OPRSUs") that were issued and outstanding immediately prior to the Effective Time automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such vested OPRSUs immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accumulated but unpaid dividend equivalents corresponding to such vested OPRSUs, without interest thereon and less applicable withholding taxes. At the Effective Time, 281,539 OPRSUs did not vest pursuant to the terms of the applicable award agreement governing the terms of the corresponding OPRSUs and such unvested OPRSUs were cancelled and forfeited for no consideration.
- [F6]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 3,820.554 vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.
Signature
/s/ Mahbod Nia|2026-05-27