Fielder Taryn D. 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential (VRE) EVP Taryn Fielder Sells Shares in Merger
What Happened
Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential (VRE), had a total of 267,682 shares and share-based awards cancelled and converted into cash under the May 27, 2026 merger with AC Residential (Merger Consideration $19.00 per share). The reported dispositions include 138,330 common shares and two derivative-category conversions: 105,767 performance-vesting RSUs (PRSUs) and 23,585 outperformance-vesting RSUs (OPRSUs). The cash payout equals the number of shares underlying each award multiplied by $19.00, less applicable withholding taxes — about $5.09 million before withholding.
Key Details
- Transaction date: May 27, 2026 (Effective Time of the Merger)
- Price: $19.00 per share (merger consideration); cash paid in lieu of shares, less withholding taxes
- Reported dispositions: 138,330 common shares; 105,767 PRSUs (derivative); 23,585 OPRSUs (derivative) — total 267,682 shares converted
- Approximate gross value: 267,682 × $19.00 ≈ $5,085,958 (actual cash received net of withholding may be lower)
- Vesting/forfeiture notes: Per the Merger Agreement, those PRSUs and OPRSUs automatically vested and were converted to cash; some PRSUs (5,839) and OPRSUs (44,791) did not vest and were forfeited for no consideration. Also, certain unvested time-vesting RSUs (45,574 TRSUs) were treated per the agreement and converted to cash.
- Shares owned after transaction: Previously outstanding common shares and converted awards were cancelled and converted into cash at the Effective Time (no remaining converted shares)
- Filing timeliness: Reported for the Effective Time and filed with the Form 4 dated May 27, 2026 (no late filing indicated)
Context
This was not an open-market sale but a corporate cash-out under a merger agreement, where outstanding shares and certain unvested awards were automatically vested (where specified) and converted into cash. Such transactional dispositions reflect the mechanics of the deal rather than a trading decision by the insider; purchases are generally more informative about insider sentiment than merger cash-outs.
Insider Transaction Report
- Disposition to Issuer
Common Stock, $0.01 par value
[F1][F2]2026-05-27−138,330→ 0 total - Disposition to Issuer
Performance Vesting Restricted Stock Units
[F3]2026-05-27−105,767→ 0 total→ Common Stock, $0.01 par value (105,767 underlying) - Disposition to Issuer
Outperformance Vesting Restricted Stock Units
[F4]2026-05-27−23,585→ 0 total→ Common Stock, $0.01 par value (23,585 underlying)
Footnotes (4)
- [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 45,574 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, 105,767 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, 5,839 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.
- [F4]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the Effective Time, 23,585 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, 44,791 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.