VRE Veris Residential, Inc.

8-K Current Report

Filed: February 23, 2026

Financials

Real Estate Investment Trusts

Veris Residential, Inc. (VRE) 8-K current report filed with SEC EDGAR on February 23, 2026. This page provides AI-powered analysis of reported events and material disclosures, including results of operations, corporate governance changes, agreements, and other triggering events as disclosed under Form 8-K item codes.

Reported 8-K Items
5 items

Item 1.01: Entry into a Material Definitive Agreement
Item 1.02: Termination of a Material Definitive Agreement
Item 5.02: Departure/Election of Directors or Officers
Item 5.03: Amendments to Articles of Incorporation or Bylaws
Item 8.01: Other Events

AI Filing Analysis
8-K

Item 1.01 · Entry into a Material Definitive Agreement

• Veris Residential acquired by GIC Real Estate + Affinius Capital at $19.00/share cash, unanimous Board approval; deal signed Feb 23, 2026
• All equity awards (RSUs, PRSUs, options, restricted stock) accelerate and cash out at $19.00; 2026 executive awards paid at maximum performance

+3 more insights

Item 1.02 · Termination of a Material Definitive Agreement

• ATM Program terminated Feb 23, 2026 — only 133,759 shares sold of $100M capacity, last sale was Q2 2024
• DRIP terminated same date — minimal usage with only 1,493 shares issued since Feb 2023

+1 more insights

Item 5.02 · Departure/Election of Directors or Officers

• Four C-suite executives (CEO, COO, CFO, General Counsel) received identical employment agreement amendments on Feb 22, 2026
• Key change: executives now entitled to pro-rated average annual bonus (based on prior 3 years) upon termination without Cause, for Good Reason, death, or Disability

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Item 5.03 · Amendments to Articles of Incorporation or Bylaws

• Bylaw amended Feb 22, 2026 in connection with a Merger Agreement execution — signals active M&A transaction underway
• Exclusive forum clause added: Maryland courts (Baltimore City Circuit Court) mandated for state corporate law and derivative suits

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Item 8.01 · Other Events

• Veris Residential (VRE) announced execution of a Merger Agreement on Feb 23, 2026 — signals potential acquisition or sale of the company
• Press release (Exhibit 99.1) contains deal terms, pricing, and counterparty details critical for investor action

+1 more insights

Other Veris Residential, Inc. 8-K Filings

8-K Feb 23, 2026

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