KATZ A. AKIVA 4

What Happened
Akiva A. Katz, a director of Veris Residential, reported dispositions on May 27, 2026 related to the company’s merger. A total of 5,268,600.361 interests (45,663 shares + 5,195,930 shares + 27,007.361 phantom stock units) were cancelled and converted into cash at $19.00 per share under the merger agreement. The consideration equals approximately $100.1 million (before applicable withholding taxes). The transactions are coded as dispositions to the issuer (D) as part of the merger effective that day.

Key Details

• Transaction date: May 27, 2026 (Effective time of the merger).
• Price/consideration: $19.00 per share; total consideration ≈ $100,103,407 (before withholding).
• Shares/units cancelled: 45,663 shares; 5,195,930 shares; 27,007.361 vested phantom stock units (converted into share-equivalent cash).
• Shares owned after transaction: Reported holdings tied to these items were cancelled/converted — no reported common shares remain from these amounts.
• Footnotes of note:
  • F1: Conversion and cash payment were per the Merger Agreement (shares cancelled for $19.00 each, less withholding).
  • F2: One large block (5,195,930) may be attributable to funds managed by Bow Street LLC; Mr. Katz disclaims beneficial ownership except for pecuniary interest.
  • F3: Phantom stock units were vested director deferred-compensation units converted to cash at the same per-share merger price.
• Filing timeliness: Form 4 filed with period/report date 2026-05-27 (same-day reporting).

Context
These dispositions are merger-related cash-outs (not open-market sales or purchases). Derivative/phantom units were converted to cash per the merger terms rather than exercised into tradable shares. The filing notes fund-related ownership (manager/pecuniary interest), which is common for investment managers and does not necessarily reflect personal trading decisions.