🧾 What This Document Is

This is a definitive proxy statement (DEFM14A). Its purpose is to give shareholders the full details they need to vote on a major company decision. 👉 In this case, that decision is the sale of Veris Residential (VRE) to a partnership formed by investors GIC Real Estate and Affinius Capital. The document explains the deal, the vote, and what it means for you as a shareholder.

🏢 What The Company Does

👉 In simple terms, Veris Residential is a real estate company (a REIT) that owns and operates apartment buildings, mostly in the Northeast US. Think of them as a landlord for many multifamily rental properties. They also own some land and commercial assets they consider non-strategic.

💰 The Deal & Price Tag

The core of this document is a merger agreement. If approved, Veris will be taken private.

• The Offer: Shareholders will receive $19.00 in cash for each share of Veris stock they own. This is called the "Merger Consideration."
• The Buyers: A newly created partnership, AC Residential Acquisition LP ("Parent"), funded by GIC Real Estate and Affinius Capital, is buying Veris.
• Structure: Veris will merge into a subsidiary of Parent. Its operating partnership will also merge into another subsidiary. The result? Veris stops being a public company.

🚀 Key Moves & Why They Matter

1. Unanimous Board Approval: Veris's Board of Directors unanimously recommends shareholders vote FOR the sale. They evaluated the deal with advisors and believe it's in the best interests of shareholders.
2. Fairness Opinions: Veris hired two big banks, J.P. Morgan and Morgan Stanley. Both delivered opinions that the $19.00 per share price is "fair" from a financial point of view to shareholders. 👉 These opinions help justify the price but aren't guarantees.
3. Support Agreement: A shareholder owning 5.6% of Veris stock (a fund managed by Bow Street LLC) has already agreed to vote FOR the deal.
4. Termination Fees:
   • If Veris accepts a better offer ("Superior Proposal") or certain other events happen, Veris must pay the buyers $60 million.
   • If the buyers fail to close the deal when they should, they must pay Veris $140 million. 👉 These fees protect both sides and make other bids more expensive.

📦 What Happens After the Merger (If Approved)

• Stock Delisted: Veris stock (VRE) will be removed from the New York Stock Exchange (NYSE). You won't be able to trade it publicly anymore.
• Company Goes Private: Veris will no longer file reports (like quarterly earnings) with the SEC. It becomes a privately held company owned by GIC and Affinius.
• Dividends Stop: The agreement limits Veris from paying most dividends before the merger closes, except for specific required payments (like one quarterly dividend anticipated around April 10, 2026).

📅 Key Dates & Voting Info

• Record Date: April 9, 2026. You must own shares by this date to vote.
• Special Meeting: May 21, 2026, at 9:00 AM ET. It's VIRTUAL ONLY (no physical location). You need your 16-digit control number from your proxy card to vote during the meeting.
• Vote Required: Approval needs a majority of all votes cast at the meeting. Abstentions or not voting count as "AGAINST" the merger.
• Board Recommendation: Vote FOR the Merger Proposal, FOR the Merger-Related Compensation Proposal (non-binding vote on executive pay tied to the deal), and FOR the Adjournment Proposal (lets them delay the meeting if needed).
• How to Vote: Mail your proxy card, vote by phone, vote online (before 11:59 PM ET on May 20, 2026), or vote during the virtual meeting. 👉 Your vote is crucial – not voting counts as a vote AGAINST the sale.

🧠 The Analogy

Think of this like selling your house. The Board of Directors (like the homeowner) has accepted an offer of $19.00 per square foot (the share price) from a buyer (GIC/Affinius). They've hired appraisers (J.P. Morgan & Morgan Stanley) who said the price seems fair. Now, all the co-owners (shareholders) need to vote to approve the sale before it can go through. If approved, the house is sold, the co-owners get their cash, and the property is no longer on the public market.

🧩 Final Takeaway

Veris Residential is being sold for $19.00 per share in cash. The Board strongly recommends you vote FOR this deal. If approved, the company goes private, your shares become cash, and VRE stock disappears from the stock market. The special shareholder meeting is virtual on May 21, 2026 – vote before then!