Malhari Anna 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential COO Malhari Anna Cashes Out 306,441 Shares
What Happened
Malhari Anna, Chief Operating Officer of Veris Residential, reported dispositions on May 27, 2026 tied to the company’s merger. A total of 306,441 shares were cancelled and converted into cash under the Merger Agreement at $19.00 per share, generating roughly $5,822,379 before withholding taxes. The filing shows (i) 136,240 shares disposed (common stock), (ii) 136,508 performance-vesting RSUs (PRSUs) converted to cash, and (iii) 33,693 outperformance-vesting RSUs (OPRSUs) converted to cash.
Key Details
- Transaction date: May 27, 2026 (Effective Time of the Merger). Consideration: $19.00 per share.
- Total shares converted/cancelled: 306,441. Approximate gross proceeds: $5,822,379 (less applicable withholding taxes).
- Shares owned after transaction: effectively zero — reporting person’s shares were cancelled and converted under the Merger Agreement.
- Derivative/award treatment: unvested time-vesting RSUs (TRSUs), PRSUs and OPRSUs vested or became payable per the Merger Agreement and were converted to cash (footnotes detail vested vs. forfeited amounts). Some PRSUs/OPRSUs did not vest and were forfeited for no consideration.
- Filing timing: Form 4 filed on the same date as the transaction (May 27, 2026), i.e., timely.
Context
This was not an open-market sale but a merger cash-out: under the Merger Agreement each share and certain RSU awards were cancelled and exchanged for $19.00 per share (plus any accumulated dividend equivalents where applicable), with taxes withheld as required. For retail investors, these dispositions reflect deal consideration rather than a voluntary insider sale; derivative awards (PRSUs/OPRSUs/TRSUs) were treated according to the merger terms — some vested and paid out, others were forfeited.
Insider Transaction Report
- Disposition to Issuer
Common Stock, $0.01 par value
[F1][F2]2026-05-27−136,240→ 0 total - Disposition to Issuer
Performance Vesting Restricted Stock Units
[F3]2026-05-27−136,508→ 0 total→ Common Stock, $0.01 par value (136,508 underlying) - Disposition to Issuer
Outperformance Vesting Restricted Stock Units
[F4]2026-05-27−33,693→ 0 total→ Common Stock, $0.01 par value (33,693 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 62,294 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, 136,508 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, 8,345 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, 33,693 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, 55,552 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.