Nia Mahbod 4

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.