Fielder Taryn D. 4

What Happened
Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, vested 28,693 performance-based restricted stock units (PVRSUs) on March 16, 2026. To satisfy tax withholding, 11,570 shares were forfeited/withheld at $18.89 (proceeds $218,546) and 3,934 shares were forfeited/withheld at $18.88 (proceeds $74,254), totaling 15,504 shares and approximately $292,800. The Form 4 also records conversion/exercise-type derivative entries (code M) related to equity awards (totaling 34,102 shares in one entry) associated with the vesting/settlement.

Key Details

• Transaction dates: primary activity on March 16, 2026; Form 4 filed March 18, 2026 (filed two business days after the transactions).
• Tax-withholding (code F): 11,570 shares @ $18.89 (disposed) = $218,546; 3,934 shares @ $18.88 (disposed) = $74,254.
• Vested PVRSUs: 28,693 vested; 5,409 PVRSUs forfeited for not meeting vesting (per footnote).
• Shares owned after the transaction: not disclosed in the provided filing information.
• Footnotes of note:
  • F1: 28,693 PVRSUs vested; 5,409 PVRSUs did not vest at the end of the three‑year performance period.
  • F2/F3: Forfeitures represent net share settlement to cover taxes on shares issued upon vesting.
  • F4: PVRSU vesting depended on three‑year total stockholder return (50% absolute TSR goals; 50% TSR relative to 23 peer REITs).
• No 10b5-1 plan or late-filing indication shown in the supplied data.

Context
This was primarily a vesting and net-share‑settlement-for‑taxes event, not an open‑market buy or discretionary sale. Net share withholding to cover taxes is a routine administrative step and does not necessarily signal a buy or sell decision by the insider. The PVRSUs were performance-contingent (TSR-based), so vesting reflects meeting (in whole or part) the stated performance conditions over the three‑year period.