{"url_path":"/sec/vre/8-k/2026-05-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/924901/0001104659-26-062482-index.html","accession_number":"0001104659-26-062482","cik":"0000924901","ticker":"VRE","issuer_name":"Veris Residential, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/924901/0001104659-26-062482-index.html","primary_entity_key":"0000924901","primary_entity_name":"Veris Residential, Inc."},"word_count":6625,"has_tables":true,"body_markdown":"**Item 8.01.****Other Events**\n\n \n\nAs previously announced, on\nFebruary 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”), entered\ninto an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms,\nthe “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”),\nAC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership\n(“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), and Veris Residential, L.P., a Delaware\nlimited partnership and the operating partnership of the Company (the “Company Partnership”), pursuant to which, among other\nthings, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving\nentity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership Merger,”\nand together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the\nPartnership Merger (the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).\nOn March 25, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) its preliminary proxy\nstatement on Schedule 14A relating to the special meeting of Veris stockholders to be held on May 21, 2026 (the “Preliminary\nProxy Statement”), to, among other things, vote on a proposal to approve the Mergers and the other Transactions. The Company subsequently\nfiled, on April 10, 2026, a definitive proxy statement, which the Company first mailed to its stockholders on or about April 10,\n2026 (the “Definitive Proxy Statement”).\n\n \n\n**Litigation and Stockholder Demands related to the Definitive\nProxy Statement**\n\n \n\nBetween April 29, 2026\nand May 15, 2026, three complaints were filed by purported stockholders of the Company: (i) *McDaniel v. Veris Residential, Inc.,\net al.*, Index No. 652548/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); (ii) *Scott v. Veris Residential, Inc.,\net al.*, Index No. 652543/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); and (iii) *Garfield v. Cumenal,\net al.*, Docket No. HUD-C-000077-26 (N.J. Super. Ct. Ch. Div., Hudson Cnty., filed May 5, 2026) (collectively, the “State\nCourt Complaints”). The State Court Complaints name the Company and the members of its board of directors (the “Board of Directors”)\nas defendants, and the *Garfield* action additionally names the Company Partnership, Affinius Capital Advisors LLC, Vista Hill Partners,\nLLC, Parent, Merger Sub I and Merger Sub II as defendants. The *McDaniel* and *Scott* actions assert claims for negligence,\nnegligent misrepresentation, and concealment under New York common law, and the *Garfield* action asserts claims for breach of fiduciary\nduty, aiding and abetting breach of fiduciary duty, and failure to disclose under Maryland law, and for violation of New Jersey state\nsecurities laws, in each case in connection with the filing of the Definitive Proxy Statement and generally alleging that the Definitive\nProxy Statement contains materially incomplete and/or misleading information. The State Court Complaints seek, among other things, to\nenjoin or rescind the Transactions and request an award of attorneys’ fees, experts’ fees, and damages in unspecified amounts.\n\n \n\nAs of May 15, 2026,\nthe Company had also received 14 stockholder demand letters (the “Stockholder Demands”), which similarly allege that the\nPreliminary Proxy Statement or Definitive Proxy Statement contain materially incomplete and/or misleading information and demand the disclosure\nof additional information.\n\n \n\nThe Company and the defendants\ndeny the allegations in the State Court Complaints and the Stockholder Demands and deny any alleged violation of law or legal or equitable\nduty. The Company and the defendants believe that the State Court Complaints and the Stockholder Demands are without merit and that no\nfurther disclosure is required under applicable law. Nonetheless, to avoid the risk of the State Court Complaints or the Stockholder Demands\ndelaying or otherwise adversely affecting the Transactions and to minimize the costs, risks and uncertainties inherent in litigation,\nand without admitting any liability or wrongdoing, the Company has determined to voluntarily amend and supplement the Definitive Proxy\nStatement as described in this Current Report on Form 8-K (the “Supplemental Disclosure”) for the purpose of mooting\nany alleged disclosure issues, as set forth herein.\n\n \n\n \n\n \n\n \n\n**Supplemental Disclosures to the Definitive Proxy Statement**\n\n \n\nNothing in this Current Report\non Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of the Supplemental Disclosures\nset forth herein. The Supplemental Disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read\nin its entirety. Page references in the below disclosures are to pages in the Definitive Proxy Statement, and defined terms\nused but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs\nfrom or conflicts with the information contained in the Definitive Proxy Statement, the information set forth below shall be deemed to\nsupersede the respective information in the Definitive Proxy Statement. Capitalized terms used but not defined herein have the meanings\nset forth in the Definitive Proxy Statement, unless otherwise defined below. For clarity, new text within restated paragraphs from the\nDefinitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive\nProxy Statement is highlighted with strikethrough text.\n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Background of the Mergers” is amended and supplemented as follows:**\n\n \n\nThe second paragraph under the subheading “Background\nof the Mergers” on page 35 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined\nand bolded disclosures on such page:\n\n \n\n“In June 2020,\nthe Board established the SRC, consisting of Board members A. Akiva Katz as Chairperson, Frederic Cumenal, Tammy K. Jones and Mahbod Nia,\nthe current Chief Executive Officer of the Company. At the time of its formation, the Board determined that the mandate of the SRC would\nbe to evaluate all options available to the Company in order to unlock stockholder value, and not solely to review and evaluate any outside\ninterest that might be received by the Board. **The formation of the SRC was not prompted by any actual or potential conflicts of\ninterest**.”\n\n \n\nThe fourth paragraph under the subheading “Background\nof the Mergers” on page 35 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined\nand bolded disclosures on such page:\n\n \n\n“On June 10,\n2025, Affinius and Vista Hill Partners, LLC (“Vista Hill,” and together with Affinius, the “Buyer Group”) submitted\nan unsolicited non-binding proposal to acquire all of the outstanding Shares at $17.25 per Share in cash, representing an approximately\n13.6% premium to the Company’s closing Share price of $15.19 on June 9, 2025 (the “June 10 Proposal”). The\nJune 10 Proposal (and all later revised proposals) stated that, based on the Buyer Group’s discussions with representatives\nof The Mack Group, a group of stockholders of the Company beneficially owning Shares and/or limited partnership units in the Company Partnership\nrepresenting approximately 8% of the outstanding Shares (on an as-exchanged basis), the Buyer Group understood that The Mack Group was\nsupportive in principle of the potential transaction and would be interested in rolling over most (if not all) of their equity in the\nCompany and/or the Company Partnership in a potential transaction. The June 10 Proposal further stated that the Buyer Group was prepared\nto enter into a customary nondisclosure agreement with the Company and expeditiously complete its confirmatory due diligence of the Company.\nIn addition, the June 10 Proposal (and all later revised proposals) requested that the Company enter into an exclusivity agreement\nwith the Buyer Group. **The June 10 Proposal did not include any proposals regarding post-closing employment arrangements or\nthe participation in the equity of the surviving company for any members of the Board or the Company’s executive officers**.”\n\n \n\nThe fourth full paragraph on page 37 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On September 5,\n2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.00 per Share in cash, representing\nan approximately 13.3% premium to the Company’s closing Share price of $15.89 on September 4, 2025 (the “September 5\nProposal”). **The September 5 Proposal did not include any proposals regarding post-closing employment arrangements or\nthe participation in the equity of the surviving company for any members of the Board or the Company’s executive officers**.”\n\n \n\nThe tenth full paragraph on page 37 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On October 29,\n2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.65 per Share in cash, representing\nan approximately 30.4% premium to the Company’s closing Share price of $14.30 on October 29, 2025 (the “October 29\nProposal”). **The October 29 Proposal did not include any proposals regarding post-closing employment arrangements or the\nparticipation in the equity of the surviving company for any members of the Board or the Company’s executive officers**.”\n\n \n\n \n\n \n\n \n\nThe fourth full paragraph on page 38 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On November 16,\n2025, Party A submitted a non-binding proposal to acquire all of the outstanding Shares at $17.50 per Share in cash, representing an approximately\n15.7% premium to the Company’s closing Share price of $15.13 on November 14, 2025. **The proposal did not include any proposals\nregarding post-closing employment arrangements or the participation in the equity of the surviving company for any members of the Board\nor the Company’s executive officers**.”\n\n \n\nThe second paragraph on page 39 of the Definitive\nProxy Statement is amended and supplemented by deleting the last sentence and replacing it with the following underlined and bolded disclosures\non such page:\n\n \n\n“On December 2,\n2025, the SRC held a meeting attended by members of the Company’s management and representatives of J.P. Morgan and Morgan Stanley.\nAt the meeting, the SRC received updates on the market check and discussed the proposals received to date by the Buyer Group and Party\nA. **The SRC also discussed the December 1 Letter, and did not conclude that any changes in the market check were necessary at\nthat time, as the SRC believed that the current process, conducted with the assistance of the Company’s financial advisors, had\nalready been designed to reach the likely interested parties and that the disruption of a public announcement could potentially compromise\nthe process.**”\n\n \n\nThe third paragraph on page 39 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On December 5,\n2025, Party A submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.05 per Share in cash, representing\nan approximately 23.9% premium to the Company’s closing Share price of $14.57 on December 4, 2025. **The revised proposal\ndid not include any proposals regarding post-closing employment arrangements or the participation in the equity of the surviving company\nfor any members of the Board or the Company’s executive officers**.”\n\n \n\nThe sixth full paragraph on page 39 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On December 17,\n2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.80 per Share in cash, representing\nan approximately 27.0% premium to the Company’s closing Share price of $14.80 on December 17, 2025 (the “December 17\nProposal”). **The December 17 Proposal did not include any proposals regarding post-closing employment arrangements or\nthe participation in the equity of the surviving company for any members of the Board or the Company’s executive officers**.”\n\n \n\nThe twelfth full paragraph on page 39 of\nthe Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“Also on December 30,\n2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $19.00 per Share in cash, representing\nan approximately 26.6% premium to the Company’s closing Share price of $15.01 on December 29, 2025 (the “December 30\nProposal”). The December 30 Proposal requested that the Company enter an exclusivity agreement with the Buyer Group. **The\nDecember 30 Proposal did not include any proposals regarding post-closing employment arrangements or the participation in the equity\nof the surviving company for any members of the Board or the Company’s executive officers**.”\n\n \n\n \n\n \n\n \n\nThe second paragraph on page 41 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“On February 16,\n2026, the Board held a special meeting attended by members of the Company’s management and representatives of J.P. Morgan, Morgan\nStanley and Weil. The representatives of Weil provided an overview of the fiduciary duties of the Board members under Maryland law, and\nreviewed the key terms of, and remaining open issues in, the Merger Agreement. Representatives of J.P. Morgan and Morgan Stanley reviewed\nfor the Board the financial terms of the transaction, including the sources and uses of funds for the proposed transaction and their preliminary\nvaluation analyses of the proposed Merger Consideration, noting that the price of $19.00 per Share in cash represented an approximately\n23% premium to the unaffected Share price as of February 4, 2026 (the last trading day prior to the filing of the Erez Schedule 13D).\nDuring the meeting, the Board, together with its financial advisors, engaged in a discussion of the strategic alternatives available to\nthe Company, including whether a liquidation of Company assets had the potential to generate greater value for stockholders than a sale\nof the Company as a whole. **Following such discussion, the Board determined that, in light of current market conditions and the results\nof the market check to date, a sale of the Company as a whole pursuant to the proposed transaction represented the path most likely to\nmaximize value for the Company's stockholders as compared to the other strategic alternatives considered.** Representatives of J.P.\nMorgan and Morgan Stanley also reported on recent developments related to other potential interested parties, including that Party A had\nindicated that it would not increase its prior offer to $19.00 per Share in cash and that no other party had expressed an interest in\nmaking an offer. At the conclusion of the meeting, the Board instructed its advisors to continue to pursue the proposed transaction with\nthe Buyer Group.”\n\n \n\n**The section of the Definitive Proxy Statement\nentitled “The Mergers – Certain Financial Projections Utilized in Connection with the Mergers” is amended and supplemented\nas follows:**\n\n \n\nThe list below the first full paragraph under\nthe subheading “Company Projections” on page 47 of the Definitive Proxy Statement is amended and supplemented in its\nentirety as follows on such page:\n\n \n\n**(in millions, except per share data)**\n \n**2026E**\n \n \n**2027E**\n \n \n**2028E**\n \n \n**2029E**\n \n \n**2030E**\n \n\nMulti-Family\nNOI(1)\n \n$\n194\n \n \n$\n196\n \n \n$\n202\n \n \n$\n208\n \n \n$\n214\n \n\nCommercial NOI(2)\n \n$\n3\n \n \n$\n3\n \n \n$\n3\n \n \n$\n3\n \n \n$\n4\n \n\nTotal Property NOI(3)\n \n$\n197\n \n \n$\n199\n \n \n$\n205\n \n \n$\n211\n \n \n$\n217\n \n\nCore FFO(4)\n \n$\n83\n \n \n$\n84\n \n \n$\n81\n \n \n$\n91\n \n \n$\n101\n \n\nCore FFO/share(5)\n \n$\n0.81\n \n \n$\n0.80\n \n \n$\n0.77\n \n \n$\n0.86\n \n \n$\n0.95\n \n\n**EBITDA(6)**\n** **\n**$**\n**152**\n** **\n** **\n**$**\n**153**\n** **\n** **\n**$**\n**156**\n** **\n** **\n**$**\n**162**\n** **\n** **\n**$**\n**168**\n** **\n\n**     Capital Expenditures**\n** **\n** **\n**(11**\n**) **\n** **\n** **\n**(10**\n**)**\n** **\n** **\n**(8**\n**)**\n** **\n** **\n**(8**\n**) **\n** **\n** **\n**(9**\n**)**\n\n**     Renovation Capital**\n** **\n** **\n**(20******\n**)**\n** **\n** **\n**(2**\n**) **\n** **\n** **\n**--**\n** **\n** **\n** **\n**--**\n** **\n** **\n** **\n**--**\n** **\n\n**     Net Proceeds from Dispositions**\n** **\n** **\n**121**\n** **\n** **\n** **\n**--**\n** **\n** **\n** **\n**--**\n** **\n** **\n** **\n**--**\n** **\n** **\n** **\n**--**\n** **\n\nUnlevered FCF(7)\n \n$\n242\n \n \n$\n141\n \n \n$\n148\n \n \n$\n153\n \n \n$\n159\n \n\n \n\n(1) “Multi-Family NOI” means net\noperating income from the Company’s multifamily residential portfolio.\n\n \n\n(2) “Commercial NOI” means net operating income from\nthe Company’s retail condos and garages.\n\n \n\n(3) “Total Property NOI” means Multi-Family NOI *plus*\nCommercial NOI.\n\n \n\n(4) “Core FFO” means Core Funds\nfrom Operations and equals Total Property NOI *minus* interest expense, *minus* core general & administrative\nexpense, *minus* core property management expense, *plus* corporate and other income, *minus* distributions paid.\n\n \n\n**(5)**“Core FFO/share” means Core FFO *divided\nby* fully diluted shares outstanding.\n\n \n\n**(6) “EBITDA” means earnings before interest,\ntaxes, depreciation and amortization.**\n\n \n\n**(7)**“Unlevered\nFCF” means Unlevered Free Cash Flow, which is calculated as EBITDA *minus* capital expenditures, *minus* renovation\ncapital, *plus* net proceeds from dispositions.\n\n \n\n \n\n \n\n \n\nThe second paragraph on page 50 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“Using publicly available information,\nJ.P. Morgan calculated, for each selected company, the multiples of the closing price per share for such selected company as of February 19,\n2026 (and with respect to the Company, as of February 4, 2026) to the consensus equity research analyst estimates for such selected\ncompany’s funds from operations (the “FFO”) per share for fiscal years 2026E (the “P/2026E FFO Multiple”).\n**The results of these calculations are summarized as follows:**\n\n \n\n** **\n**P/2026E FFO Multiple**\n\n**Avalon Bay Communities**\n**15.5x**\n\n**Camden Property Trust**\n**16.1x**\n\n**Essex Property Trust, Inc.**\n**15.8x**\n\n**Equity Residential**\n**15.4x**\n\n**Mid-America Apartments**\n**15.7x**\n\n**UDR, Inc.**\n**14.8x**\n\n**Veris Residential, Inc.**\n**21.7x**\n\n \n\n”\n\n \n\nThe fifth paragraph on page 50 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“Using publicly\navailable information (and with respect to the Company, information provided by management of the Company), J.P. Morgan calculated, for\neach selected company, the ratio between such selected company’s estimated cash net operating income for the twelve-month period\nfollowing September 30, 2025 (and with respect to the Company, December 31, 2025) and such selected company’s implied\nreal estate value as of September 30, 2025 (and with respect to the Company, December 31, 2025) (such ratio, the “Implied\nCap Rate”). **The results of these calculations are summarized as follows:**\n\n \n\n** **\n**Implied Cap Rate**\n\n**Avalon Bay Communities**\n**6.2%**\n\n**Camden Property Trust**\n**6.0%**\n\n**Essex Property Trust, Inc.**\n**5.7%**\n\n**Equity Residential**\n**6.1%**\n\n**Mid-America Apartments**\n**6.2%**\n\n**UDR, Inc.**\n**6.4%**\n\n**Veris Residential, Inc.**\n**6.0%**\n\n \n\n \n\n \n\n \n\n”\n\n \n\nThe sixth paragraph on page 50 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“Based on\nthe results of this analysis, J.P. Morgan selected an Implied Cap Rate reference range for the Company of 5.75% to 6.50%. J.P. Morgan\nthen applied such Implied Cap Rate reference range to an estimate of the Company’s cash net operating income **of $190 million**(post management fee expenses and excluding adjustments for planned asset sales in 2026E) for the next twelve months following\nDecember 31, 2025 based on the financial projections, to derive a range of implied real estate values for the Company. The range\nof implied real estate values was then adjusted by subtracting net debt and other adjustments for the Company **of $1,421 million**\nas of December 31, 2025, based on the financial projections, and dividing the result by the fully diluted number of the Shares outstanding\n**of approximately 105.0 million to 105.5 million** as of December 30, 2025, as provided by the management of the Company.”\n\n \n\nThe eighth paragraph on page 50 of the Definitive\nProxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\n“J.P. Morgan\nconducted a discounted cash flow analysis of the Company for the purpose of determining an implied equity value per share for the Shares\nusing the unlevered free cash flows that the Company is expected to generate during calendar years 2026 through 2030 based on the\nfinancial projections. J.P. Morgan calculated a range of terminal values for the Company at the end of such period by applying terminal\ngrowth rates ranging from 2.25% to 2.75 % to the unlevered free cash flows of the Company during the terminal year **of $163 million**\nbased on the financial projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values\nto present value as of December 31, 2025 using a range of discount rates from 6.75% to 7.25%, which was chosen by J.P. Morgan based\n**up**on an analysis of the weighted average cost of capital of the Company **derived using the capital asset pricing model\nand J.P. Morgan’s professional judgment and experience**. The present value of the unlevered free cash flow estimates and\nrange of terminal values were then adjusted by subtracting net debt and other adjustments for the Company **of $1,421 million**\nas of December 31, 2025, based on the financial projections and dividing the result by the fully diluted number of the Shares outstanding\n**of approximately 105.0 million to 105.5 million** as of December 30, 2025, as provided by the management of the Company.\nThe analysis indicated a range of implied per share equity value for the Shares (rounded to the nearest $0.25) of $16.00 to $22.50, as\ncompared to the Merger Consideration of $19.00, the unaffected closing price of the Shares as of February 4, 2026 (the last trading\nday prior to the filing of the Erez Schedule 13D) of $15.42 per Share and the closing price of the Shares as of February 19,\n2026 of $16.85. **For purposes of its discounted cash flow analysis, J.P. Morgan treated stock-based compensation as a cash expense.**”\n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – Comparable Public Companies Analysis ” is amended and\nsupplemented as follows:**\n\n \n\nThe first full paragraph under the subheading\n“Comparable Public Companies Analysis” on page 54 of the Definitive Proxy Statement is amended and supplemented by adding\nthe following underlined and bolded disclosures and removing the strikethrough text on such page:\n\n \n\nMorgan Stanley reviewed\nand compared certain publicly available and internal financial information, publicly available and internal ratios and publicly available\nmarket multiples relating to the Company with equivalent publicly available data for companies that **were determined to be the most\nrelevant to its analysis based on sharing**share similar business characteristics with the Company **as publicly\nlisted multifamily REITS** to derive an implied equity value reference range for the Company. Morgan Stanley reviewed the following\npublicly-traded companies (which are referred to as “selected companies”): AvalonBay Communities, Inc., Camden Property\nTrust, Equity Residential, Essex Property Trust, Inc., Mid-America Apartment Communities, Inc., and UDR, Inc.\n\n \n\n \n\n \n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – Discounted Cash Flow Analysis” is amended and supplemented\nas follows:**\n\n \n\nThe first paragraph under the subheading “Discounted\nCash Flow Analysis” on page 55 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined\nand bolded disclosures on such page:\n\n \n\nMorgan Stanley performed a discounted cash flow analysis,\nwhich is designed to imply a value of a company by calculating the present value of estimated future unlevered free cash flows and terminal\nvalue of the company. The “unlevered free cash flows” or “free cash flows” refer to a calculation of the future\ncash flows of an asset without including, in such calculation, any debt-servicing costs. The present value of a terminal value, representing\nthe value of unlevered free cash flows beyond the end of the forecast period, is added to arrive at a total aggregate value. Outstanding\ndebt of approximately $1.426 billion and preferred equity of approximately $9 million are subtracted and outstanding cash of approximately\n$14 million is added to arrive at an equity value. The implied equity value is then divided by the estimated number of fully diluted Shares\nof 104,901,918 Shares as of February 20, 2026, in order to arrive at an implied per share equity value for the Shares. **For\npurposes of its discounted cash flow analysis, Morgan Stanley treated stock-based compensation as a cash expense.**\n\n \n\nThe second paragraph under the subheading “Discounted\nCash Flow Analysis” on page 55 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined\nand bolded disclosures on such page:\n\n \n\nMorgan Stanley calculated ranges of implied per share equity\nvalues for the Shares based on a discounted cash flow analysis utilizing the Company Projections. The unlevered free cash flows from January 1,\n2026 through the end of 2030 were discounted to present value using a range of discount rates from 6.7% to 7.8% representing the Company’s\nweighted average cost of capital, estimated using the capital asset pricing model method and based on considerations Morgan Stanley deemed\nrelevant**, taking into account macro-economic assumptions, estimates of risk, the Company’s capital structure and other appropriate\nfactors**.\n\n \n\nThe first full paragraph on page 56 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:\n\n \n\nMorgan Stanley then calculated a range\nof implied terminal values of the Company, as of December 31, 2030 by applying a range of implied exit capitalization rates of 5.5%\nto 6.0%, which was chosen based on Morgan Stanley’s professional judgment, to the forecasted adjusted stabilized net operating income\nof the Company for the year ended December 31, 2031 **of $216 million**. The implied terminal enterprise value of the Company\nwas then discounted to present value using a range of the Company’s weighted average cost of capital as the discount rate. This\npresent value of the implied terminal value of the Company was then added to the implied present value of the unlevered free cash flows\nas described above, subtracting outstanding debt of approximately $1.426 billion and preferred equity of approximately $9 million\nand adding outstanding cash of approximately $14 million as of the year ended December 31, 2025, and dividing by the estimated\nnumber of fully diluted Shares of 104,901,918 Shares as of February 20, 2026, all as provided by the Company’s management,\nto derive an implied per share equity value reference range for the Shares.\n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – Other Information” is amended and supplemented as follows:**\n\n \n\nThe paragraph under the subheading “Other\nInformation” on page 56 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and\nbolded disclosures and removing the strikethrough text on such page:\n\n \n\nMorgan Stanley observed certain additional\nfactors that were **provided as supplemental reference data for informational purposes to assist the Board in connection with its\nanalysis. These additional factors were**not considered part of Morgan Stanley’s financial analyses with respect to its opinion\n**because the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its\nwritten opinion letter dated February 23, 2026 (including Comparable Public Companies Analysis and Discounted Cash Flow Analysis)\nwere deemed by Morgan Stanley, in its professional judgment, to provide a sufficient basis for rendering the opinion.**but\nwere referenced for informational purposes, including the following:\n\n \n\n \n\n \n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – Research Analyst Price Targets” is amended and supplemented\nas follows:**\n\n \n\nThe paragraph under the subheading “Research\nAnalyst Price Targets” on page 57 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined\nand bolded disclosures on such page:\n\n \n\nFor reference only, and not as a component\nof its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for the Shares prepared and\npublished by six equity research analysts between December 17, 2024, and December 19, 2025. These targets reflect each analyst’s\nestimate of the future public market trading price of the Shares.\n\n \n\n**Analyst**\n**Price Target**\n\n**A**\n**$18.00**\n\n**B**\n**$17.50**\n\n**C**\n**$15.00**\n\n**D**\n**$16.00**\n\n**E**\n**$22.00**\n\n**F**\n**$17.00**\n\n \n\nThe range of equity analyst price targets\nfor the Shares was $15.00 to $22.00. Morgan Stanley then calculated the median of the equity analyst price targets of $17.25 per Share\n**and the mean of $17.58 per Share**. The public market trading price targets published by securities research analysts do not\nnecessarily reflect current market trading prices for the Shares and these estimates are subject to uncertainties, including the future\nfinancial performance of Company and future financial market conditions.\n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – Illustrative Precedent Transaction Premiums” is amended\nand supplemented as follows:**\n\n \n\nThe subheading “Illustrative Precedent Transaction\nPremiums” on page 57 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded\ndisclosures on such page:\n\n \n\nMorgan Stanley considered premiums paid\nin selected public transactions in the last ten years in which the consideration was cash and the target company was a REIT, which transactions\nwere selected based on Morgan Stanley’s professional judgment. The premiums paid in such transactions represented a median of 26%\nwith respect to one-day premiums to unaffected prices.\n\n \n\n \n\n \n\n \n\n**Date**\n**Acquiror**\n**Target**\n\n**26-Feb**\n**Brookfield Asset Management**\n**Peakstone Realty Trust**\n\n**25-Dec**\n**Blackstone, DivcoWest, MW Group**\n**Alexander & Baldwin**\n\n**25-Oct**\n**Ares / Makarora Management**\n**Plymouth Industrial REIT**\n\n**25-Sep**\n**Rithm Capital**\n**Paramount Group**\n\n**25-Jul**\n**Elliott Investment Management**\n**City Office REIT**\n\n**24-Nov**\n**Blackstone**\n**Retail Opportunity Investments Corp.**\n\n**24-Apr**\n**Blackstone**\n**Apartment Income REIT**\n\n**24-Jan**\n**Blackstone**\n**Tricon Residential**\n\n**23-Aug**\n**KSL**\n**Hersha Hospitality**\n\n**22-Sep**\n**GIC, Oak Street**\n**STORE Capital**\n\n**22-Apr**\n**Blackstone**\n**PS Business Parks**\n\n**22-Apr**\n**Blackstone**\n**American Campus Communities**\n\n**22-Feb**\n**Blackstone**\n**Preferred Apartment Communities**\n\n**21-Nov**\n**American Tower**\n**CoreSite Realty Corporation**\n\n**21-Nov**\n**KKR, Global Infrastructure Partners**\n**CyrusOne**\n\n**21-Nov**\n**Cerberus, Highgate Hotels**\n**CorePoint Lodging**\n\n**21-Nov**\n**Industrial Logistics Properties Trust**\n**Monmouth Real Estate Investment Corp.**\n\n**21-Sep**\n**PIMCO**\n**Columbia Property Trust**\n\n**21-Jun**\n**Blackstone**\n**QTS Realty Trust**\n\n**20-Feb**\n**Simon Property Group**\n**Taubman Centers**\n\n**18-Jul**\n**Brookfield Asset Management**\n**Forest City Realty Trust**\n\n**18-Jun**\n**Greystar Real Estate Partners**\n**Education Realty Trust**\n\n**18-May**\n**Blackstone**\n**Gramercy Property Trust**\n\n**18-Apr**\n**Welltower**\n**Quality Care Properties**\n\n**17-Jul**\n**Greystar Led Group**\n**Monogram Residential Trust**\n\n**17-Jun**\n**CPPIB**\n**Parkway**\n\n**17-Jun**\n**Government Properties Income Trust**\n**First Potomac Realty Trust**\n\n**17-Feb**\n**Tricon Capital Group**\n**Silver Bay Realty Trust**\n\n**17-Jan**\n**Starwood Capital Group**\n**Milestone Apartments**\n\n**16-Feb**\n**Brookfield Asset Management**\n**Rouse Properties**\n\n \n\n**The section of the Definitive Proxy Statement entitled “The\nMergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &\nCo. LLC – Summary of Morgan Stanley’s Financial Analyses – General” is amended and supplemented as follows:**\n\n \n\nThe first full paragraph on page 59 of the\nDefinitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures and removing the strikethrough text\non such page:\n\n \n\nUnder the terms\nof its engagement letter dated February 20, 2026, Morgan Stanley provided the Company with financial advisory services and a financial\nopinion, and the Company has agreed to pay Morgan Stanley an aggregate fee up to $17 million, $1.5 million of which was earned following\nthe delivery of the opinion **(and was not contingent on conclusions reached by Morgan Stanley)** described in this section\nand attached to this proxy statement as Annex D and the remaining portion of which is payable upon the closing of the Mergers. In addition,\nthe Company has also agreed to reimburse Morgan Stanley for its expenses reasonably incurred in performing its services. In addition,\nthe Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and\neach person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities\nunder the federal securities laws, related to or arising out of or in connection with Morgan Stanley’s engagement.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis Current Report on Form 8-K contains\nforward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking\nstatements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities\nExchange Act of 1934. Such forward-looking statements relate to, without limitation, the Transactions, our future economic performance,\nplans and objectives for future operations, and projections of revenue and other financial items. Forward-looking statements can be identified\nby the use of words such as “may,” “will,” “assume,” “believe,” “contemplate,”\n“could,” “intend,” “predict,” “would,” “plan,” “potential,” “projected,”\n“should,” “expect,” “anticipate,” “estimate,” “target,” “continue”\nor comparable terminology, although not all forward-looking statements contain these identifying words.\n\n \n\nForward-looking statements are inherently subject\nto certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with accuracy and some of which\nwe may not anticipate, including, but not limited to: (i) historical financial information may not be representative of future results;\n(ii) the completion of the Transactions on the anticipated terms and timing, or at all, and the satisfaction of other conditions\nto the completion of the Transactions as well as the failure to realize anticipated benefits of the Transactions; (iii) there may\nbe significant transaction costs in connection with the Transactions and the Transactions may be more expensive to complete than anticipated,\nincluding as a result of unexpected factors or events; (iv) there may be liabilities that are not known, probable or estimable at\nthis time or unexpected costs, charges or expenses; (v) the occurrence of any event, change or other circumstance that could give\nrise to the termination of the Transactions, including in circumstances requiring the Company to pay a termination fee; (vi) any\neffect of the announcement of the Transactions on the Company’s ability to operate its business and retain and hire key personnel\nand to maintain favorable business relationships; (vii) the Transactions may result in the diversion of management’s time and\nattention from ordinary course business operations to issues relating to the Transactions; (viii) certain restrictions during the\npendency of the Transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;\n(ix) unfavorable outcome of legal proceedings related to the Transactions; (x) the risk that the Company’s share price\nmay decline significantly if the Transactions are not consummated; (xi) legislative, regulatory and economic developments; (xii) unpredictability\nand severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health\nissues, as well as management’s response to any of the aforementioned factors; and (xiii) other risks and uncertainties detailed\nin periodic reports that the Company files with the SEC.\n\n \n\nThere can be no assurance that the Transactions\nwill be completed, or if they are completed, that it will close within the anticipated time period. While the list of factors presented\nhere and in the Definitive Proxy Statement on Schedule 14A filed with the SEC and mailed to stockholders on or about April 10, 2026\nis considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties and\nshould be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles\nto the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements\nare made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or\nany other information in this communication, whether resulting from developments, circumstances or events that arise after the date the\nstatements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying\nassumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking\nstatements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should\nspecifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and\nuncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.\n\n \n\n \n\n \n\n \n\nAlthough we believe that the expectations reflected\nin such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations\nwill be achieved as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial\nand otherwise, may differ materially from the results discussed in the forward-looking statements, many of which are beyond the Company’s\ncontrol. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors\nlisted above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and\n“Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s\nQuarterly Reports on Form 10-Q, and the risks and uncertainties described in the section entitled “Risk Factors Relating to\nthe Mergers” in the Definitive Proxy Statement, which are incorporated herein by reference. The Company assumes no obligation to\nupdate or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except\nas required under applicable law.\n\n \n\n**Additional Information and Where to Find It;\nNo Offer or Solicitation**\n\n \n\nIn connection with the Transactions, the\nCompany filed on April 10, 2026, the Definitive Proxy Statement. This Current Report on Form 8-K is not a substitute for\nthe Definitive Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in\nconnection with the Transactions. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY\nOTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR\nSUPPLEMENTS TO THESE DOCUMENTS, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE THESE\nDOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PARENT, THE MERGER SUBS AND THE BUSINESS TO BE CONDUCTED AT THE\nSPECIAL MEETING OF STOCKHOLDERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov).\nThese documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the\nCompany’s website at https://investors.verisresidential.com/sec-filings.\n\n \n\nThis Current Report on Form 8-K is also not\nintended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase\nor subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance\nor transfer of securities in any jurisdiction in contravention of applicable law.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, its directors and certain of its\nexecutive officers and employees may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed\nMergers. Information regarding the names of the Company's directors and executive officers and certain other individuals and their respective\ninterests in the Company by security holdings or otherwise is set forth in the Definitive Proxy Statement and other relevant materials\nfiled with the SEC in connection with the Mergers (if and when they become available). Such filings are available free of charge on the\nCompany's website at https://investors.verisresidential.com/sec-filings or through the SEC's website at www.sec.gov.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nMay 15, 2026\nVERIS RESIDENTIAL, INC.\n\n \n \n\n \nBy:\n/s/\nAmanda Lombard \n\n \n \nAmanda Lombard\n\n \n \nChief Financial Officer"}