Fielder Taryn D. 4

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.