Veris Residential, Inc.

false 0000924901 0000924901 2026-05-15 2026-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2026 Veris Residential, Inc. (Exact name of registrant as specified in its charter) Maryland 1-13274 22-3305147 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Harborside 3 , 210 Hudson St. , Ste. 400 Jersey City , New Jersey 07311 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 732 ) 590-1010 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share VRE New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 8.01. Other Events As previously announced, on February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”), entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), and Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), pursuant to which, among other things, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving entity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership Merger,” and together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the Partnership Merger (the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On March 25, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) its preliminary proxy statement on Schedule 14A relating to the special meeting of Veris stockholders to be held on May 21, 2026 (the “Preliminary Proxy Statement”), to, among other things, vote on a proposal to approve the Mergers and the other Transactions. The Company subsequently filed, on April 10, 2026, a definitive proxy statement, which the Company first mailed to its stockholders on or about April 10, 2026 (the “Definitive Proxy Statement”). Litigation and Stockholder Demands related to the Definitive Proxy Statement Between April 29, 2026 and May 15, 2026, three complaints were filed by purported stockholders of the Company: (i) McDaniel v. Veris Residential, Inc., et al. , Index No. 652548/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); (ii) Scott v. Veris Residential, Inc., et al. , Index No. 652543/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); and (iii) Garfield v. Cumenal, et al. , Docket No. HUD-C-000077-26 (N.J. Super. Ct. Ch. Div., Hudson Cnty., filed May 5, 2026) (collectively, the “State Court Complaints”). The State Court Complaints name the Company and the members of its board of directors (the “Board of Directors”) as defendants, and the Garfield action additionally names the Company Partnership, Affinius Capital Advisors LLC, Vista Hill Partners, LLC, Parent, Merger Sub I and Merger Sub II as defendants. The McDaniel and Scott actions assert claims for negligence, negligent misrepresentation, and concealment under New York common law, and the Garfield action asserts claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and failure to disclose under Maryland law, and for violation of New Jersey state securities laws, in each case in connection with the filing of the Definitive Proxy Statement and generally alleging that the Definitive Proxy Statement contains materially incomplete and/or misleading information. The State Court Complaints seek, among other things, to enjoin or rescind the Transactions and request an award of attorneys’ fees, experts’ fees, and damages in unspecified amounts. As of May 15, 2026, the Company had also received 14 stockholder demand letters (the “Stockholder Demands”), which similarly allege that the Preliminary Proxy Statement or Definitive Proxy Statement contain materially incomplete and/or misleading information and demand the disclosure of additional information. The Company and the defendants deny the allegations in the State Court Complaints and the Stockholder Demands and deny any alleged violation of law or legal or equitable duty. The Company and the defendants believe that the State Court Complaints and the Stockholder Demands are without merit and that no further disclosure is required under applicable law. Nonetheless, to avoid the risk of the State Court Complaints or the Stockholder Demands delaying or otherwise adversely affecting the Transactions and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined to voluntarily amend and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K (the “Supplemental Disclosure”) for the purpose of mooting any alleged disclosure issues, as set forth herein. Supplemental Disclosures to the Definitive Proxy Statement Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of the Supplemental Disclosures set forth herein. The Supplemental Disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in the below disclosures are to pages in the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the Definitive Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Definitive Proxy Statement. Capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement, unless otherwise defined below. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with strikethrough text. The section of the Definitive Proxy St