vre-20260331


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13274 Veris Residential, Inc.

Commission File Number: 333-57103 Veris Residential, L.P.

VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Veris Residential, Inc.)						22-3305147 (Veris Residential, Inc.)
Delaware (Veris Residential, L.P.)						22-3315804 (Veris Residential, L.P.)
(State or other jurisdiction of incorporation or organization)						(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)

(732) 590-1010

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Veris Residential, Inc.:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VRE	New York Stock Exchange

Veris Residential, L.P.:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.


Veris Residential, Inc.			Yes ☒ No ☐
Veris Residential, L.P.			Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Veris Residential, Inc.			Yes ☒ No ☐
Veris Residential, L.P.			Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Veris Residential, Inc.:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging Growth Company ☐

Veris Residential, L.P.:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

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.

Veris Residential, Inc. ☐

Veris Residential, L.P. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Veris Residential, Inc.			Yes ☐ No ☒
Veris Residential, L.P.			Yes ☐ No ☒

As of April 20, 2026, there were 93,838,017 shares of Veris Residential, Inc.’s Common Stock, par value $0.01 per share, outstanding.

Veris Residential, L.P. does not have any class of common equity that is registered pursuant to Section 12 of the Exchange Act.


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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2026 of Veris Residential, Inc. and Veris Residential, L.P. Unless stated otherwise or the context otherwise requires, references to the “Operating Partnership” mean Veris Residential, L.P., a Delaware limited partnership, and references to the “General Partner” mean Veris Residential, Inc., a Maryland corporation and real estate investment trust (“REIT”), and its subsidiaries, including the Operating Partnership. References to the “Company,” "Veris," “we,” “us” and “our” mean collectively the General Partner, the Operating Partnership and those entities/subsidiaries consolidated by the General Partner.

The Operating Partnership conducts the business of providing management, leasing, acquisition, development and tenant-related services for its General Partner. The Operating Partnership, through its operating divisions and subsidiaries, including the Veris property-owning partnerships and limited liability companies, is the entity through which all of the General Partner’s operations are conducted. The General Partner is the sole general partner of the Operating Partnership and has exclusive control of the Operating Partnership’s day-to-day management.

As of March 31, 2026, the General Partner owned an approximate 91.7 percent common unit interest in the Operating Partnership. The remaining approximate 8.3 percent common unit interest is owned by limited partners. The limited partners of the Operating Partnership are (1) persons who contributed their interests in properties to the Operating Partnership in exchange for common units (each, a “Common Unit”) or preferred units of limited partnership interest in the Operating Partnership or (2) recipients of long term incentive plan units of the Operating Partnership pursuant to the General Partner’s executive compensation plans.

A Common Unit of the Operating Partnership and a share of common stock of the General Partner (the “Common Stock”) have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Company. The General Partner owns a number of common units of the Operating Partnership equal to the number of issued and outstanding shares of the General Partner’s common stock. Common unitholders (other than the General Partner) have the right to redeem their Common Units, subject to certain restrictions under the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”) and agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance. The redemption is required to be satisfied in shares of Common Stock of the General Partner, cash, or a combination thereof, calculated as follows: one share of the General Partner’s Common Stock, or cash equal to the fair market value of a share of the General Partner’s Common Stock at the time of redemption, for each Common Unit. The General Partner, in its sole discretion, determines the form of redemption of Common Units (i.e., whether a common unitholder receives Common Stock of the General Partner, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock of the General Partner as opposed to cash, the General Partner is obligated to issue shares of its Common Stock to the redeeming unitholder. Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the General Partner under any circumstances. With each such redemption, the General Partner’s percentage ownership in the Operating Partnership will increase. In addition, whenever the General Partner issues shares of its Common Stock other than to acquire Common Units, the General Partner must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to the General Partner an equivalent number of Common Units. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of the General Partner and the Operating Partnership into this single report provides the following benefits:

•enhance investors’ understanding of the General Partner and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business of the Company;

•eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosure applies to both the General Partner and the Operating Partnership; and

•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between the General Partner and the Operating Partnership in the context of how they operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of the General Partner. The General Partner does not have any significant assets, liabilities or operations, other than its interests in the Operating Partnership, nor does the Operating Partnership have employees of its own. The Operating Partnership, not the General Partner, generally executes all


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significant business relationships other than transactions involving the securities of the General Partner. The Operating Partnership holds substantially all of the assets of the General Partner, including ownership interests in joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the General Partner, which are contributed to the capital of the Operating Partnership in consideration of common or preferred units in the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under the Company’s revolving credit facility, the issuance of secured and unsecured debt and equity securities, and proceeds received from the disposition of properties and joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the General Partner and the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements as is the General Partner’s interest in the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements comprise the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the General Partner’s financial statements are the same noncontrolling interests at the Operating Partnership’s level and include limited partners of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the General Partner and Operating Partnership levels.

To help investors better understand the key differences between the General Partner and the Operating Partnership, certain information for the General Partner and the Operating Partnership in this report has been separated, as set forth below:

•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Veris Residential, Inc. and Veris Residential, L.P.:

•Note 2. Significant Accounting Policies, where applicable;

•Note 13. Redeemable Noncontrolling Interests;

•Note 14. Veris Residential, Inc.’s Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital; and

•Note 15. Noncontrolling Interests in Subsidiaries.

•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the General Partner and the Operating Partnership in order to establish that the requisite certifications have been made and that the General Partner and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.


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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

FORM 10-Q

INDEX


			Page
Part I	Financial Information
	Item 1.	Financial Statements (unaudited):
		Veris Residential, Inc.
		Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	6
		Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	7
		Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025	8
		Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025	9
		Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	10
		Veris Residential, L.P.
		Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	11
		Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	12
		Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025	13
		Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025	14
		Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	15
		Veris Residential, Inc. and Veris Residential, L.P.
		Notes to Consolidated Financial Statements	16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
	Item 4.	Controls and Procedures	45
Part II	Other Information
		Veris Residential, Inc. and Veris Residential, L.P.
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
	Item 3.	Defaults Upon Senior Securities	47
	Item 4.	Mine Safety Disclosures	47
	Item 5.	Other Information	47
	Item 6.	Exhibits	47
Exhibit Index			48
Signatures			49


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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

Part I – Financial Information

Item 1. Financial Statements

The accompanying unaudited consolidated balance sheets, statements of operations, of comprehensive income (loss), of changes in equity, and of cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair statement for the interim periods.

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Veris Residential, Inc.’s and Veris Residential, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The results of operations for the three-month period ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)


ASSETS	March 31, 2026		December 31, 2025
Rental property
Land and leasehold interests	$	376,710	$	376,710
Buildings and improvements	2,586,369		2,584,333
Tenant improvements	17,438		16,745
Furniture, fixtures and equipment	120,408		118,797
	3,100,925		3,096,585
Less – accumulated depreciation and amortization	(537,316)		(516,404)


Net investment in rental property	2,563,609		2,580,181
Cash and cash equivalents	9,415		14,128
Restricted cash	13,687		15,232
Investments in unconsolidated joint ventures	51,925		52,188
Unbilled rents receivable, net	3,505		3,643
Deferred charges and other assets, net	36,241		40,588
Accounts receivable	1,303		911

Total assets	$	2,679,685	$	2,706,871
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	124,000	$	30,000
Mortgages, loans payable and other obligations, net	1,237,339		1,332,158


Dividends and distributions payable	8,638		8,697
Accounts payable, accrued expenses and other liabilities	44,045		44,610
Rents received in advance and security deposits	11,809		11,419
Accrued interest payable	5,058		5,031
Total liabilities	1,430,889		1,431,915

Commitments and contingencies

Redeemable noncontrolling interests	9,294		9,294

Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 93,838,017 and 93,432,649 shares outstanding	938		934
Additional paid-in capital	2,571,857		2,572,743
Dividends in excess of net earnings	(1,443,045)		(1,421,369)
Accumulated other comprehensive income (loss)	(257)		(687)
Total Veris Residential, Inc. stockholders’ equity	1,129,493		1,151,621

Noncontrolling interests in subsidiaries:
Operating Partnership	102,473		105,849
Consolidated joint ventures	7,536		8,192
Total noncontrolling interests in subsidiaries	110,009		114,041

Total equity	1,239,502		1,265,662

Total liabilities and equity	$	2,679,685	$	2,706,871

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)


	Three Months Ended March 31,
REVENUES	2026		2025
Revenue from leases	$	64,591	$	61,965
Management fees	534		718
Parking income	3,459		3,749

Other income	1,518		1,324
Total revenues	70,102		67,756
EXPENSES
Real estate taxes	7,756		9,212
Utilities	2,880		2,807
Operating services	10,662		10,993
Property management	4,482		4,385
General and administrative	10,549		10,068
Transaction and merger related costs	10,486		308
Depreciation and amortization	21,226		21,253

Land and other impairments, net	—		3,200
Total expenses	68,041		62,226
OTHER (EXPENSE) INCOME
Interest expense	(17,871)		(22,960)

Interest and other investment income	102		25
Equity in earnings (losses) of unconsolidated joint ventures	460		3,842

Gain (loss) on disposition of developable land	—		(156)


Other income (expense), net	(283)		(105)
Total other (expense) income, net	(17,592)		(19,354)
Income (loss) from continuing operations before income tax expense	(15,531)		(13,824)
Provision for income taxes	(69)		(42)
Income (loss) from continuing operations after income tax expense	(15,600)		(13,866)

Discontinued operations:
Income (loss) from discontinued operations	—		136


Net income (loss)	(15,600)		(13,730)
Noncontrolling interests in consolidated joint ventures	400		2,125
Noncontrolling interests in Operating Partnership of income (loss) from continuing operations	1,273		998
Noncontrolling interests in Operating Partnership in discontinued operations	—		(11)
Redeemable noncontrolling interests	(81)		(81)
Net income (loss) available to common shareholders	$	(14,008)	$	(10,699)

Basic earnings per common share:
Income (loss) from continuing operations	$	(0.15)	$	(0.12)
Discontinued operations	—		—
Net income (loss) available to common shareholders	$	(0.15)	$	(0.12)

Diluted earnings per common share:
Income (loss) from continuing operations	$	(0.15)	$	(0.12)
Discontinued operations	—		—
Net income (loss) available to common shareholders	$	(0.15)	$	(0.12)

Basic weighted average shares outstanding	93,595		93,059

Diluted weighted average shares outstanding	102,136		101,690

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)


	Three Months Ended March 31,
	2026		2025

Net income (loss)	$	(15,600)	$	(13,730)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments	469		(1,104)
Comprehensive income (loss)	$	(15,131)	$	(14,834)
Comprehensive loss (income) attributable to noncontrolling interests in consolidated joint ventures	400		2,125
Comprehensive loss (income) attributable to redeemable noncontrolling interests	(81)		(81)
Comprehensive loss (income) attributable to noncontrolling interests in Operating Partnership	1,234		1,303
Comprehensive income (loss) attributable to common shareholders	$	(13,578)	$	(11,487)

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)


	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Three Months Ended March 31, 2026	Shares	Par Value
Balance at January 1, 2026	93,432	$	934	$	2,572,743	$	(1,421,369)	$	(687)	$	114,041	$	1,265,662
Net income (loss)	—	—		—		(14,008)		—		(1,592)		(15,600)

Common stock dividends	—	—		—		(7,668)		—		—		(7,668)
Common unit distributions	—	—		—		—		—		(815)		(815)
Redeemable noncontrolling interests	—	—		—		—		—		(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		(256)		(256)
Redemption of common units for common stock	25	—		308		—		—		(308)		—
Redemption of common units	—	—		—		—		—		(823)		(823)


Stock compensation	650	7		3,675		—		—		—		3,682
Cancellation of restricted shares	(269)	(3)		(5,065)		—		—		—		(5,068)
Other comprehensive income (loss)	—	—		—		—		430		39		469
Rebalancing of ownership percentage between parent and subsidiaries	—	—		196		—		—		(196)		—
Balance at March 31, 2026	93,838	$	938	$	2,571,857	$	(1,443,045)	$	(257)	$	110,009	$	1,239,502



	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Three Months Ended March 31, 2025	Shares	Par Value
Balance at January 1, 2025	92,912	$	929	$	2,564,495	$	(1,466,187)	$	154	$	133,678	$	1,233,069
Net income (loss)	—	—		—		(10,699)		—		(3,031)		(13,730)

Common stock dividends	—	—		—		(7,550)		—		—		(7,550)
Common unit distributions	—	—		—		—		—		(690)		(690)
Redeemable noncontrolling interests	—	—		—		—		—		(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	—	—				—		—		(88)		(88)
Redemption of common units for common stock	43	—		509		—		—		(509)		—
Redemption of common units	—	—		—		—		—		(148)		(148)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		2		—		—		—		2
Directors' deferred compensation plan	—	—		98		—		—		—		98
Stock compensation	596	6		3,316		—		—		—		3,322
Cancellation of restricted shares	(239)	(2)		(3,921)		—		—		—		(3,923)
Other comprehensive income (loss)	—	—		—		—		(1,011)		(93)		(1,104)
Rebalancing of ownership percentage between parent and subsidiaries	—	—		347		—		—		(347)		—
Balance at March 31, 2025	93,312	$	933	$	2,564,846	$	(1,484,436)	$	(857)	$	128,691	$	1,209,177

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


	Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES	2026		2025
Net income (loss)	$	(15,600)	$	(13,730)
Net loss (income) from discontinued operations	—		(136)
Net income (loss) from continuing operations	(15,600)		(13,866)

Operating activities:
Depreciation and amortization, including related intangible assets	21,229		21,250
Amortization of deferred compensation stock units	—		98
Amortization of stock compensation	3,644		3,268
Amortization of deferred financing costs and derivative premiums	1,831		2,779

Equity in (earnings) loss of unconsolidated joint ventures	(460)		(3,842)



(Gain) loss on disposition of developable land	—		156


Land and other impairments, net	—		3,200




Changes in operating assets and liabilities:
Decrease (increase) in unbilled rents receivable, net	138		(156)
Decrease (increase) in deferred charges and other assets	3,338		1,844
Decrease (increase) in accounts receivable, net	(392)		206
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(102)		(1,895)
(Decrease) increase in rents received in advance and security deposits	390		17
(Decrease) increase in accrued interest payable	27		(30)
Net cash flows provided by (used in) operating activities - continuing operations	14,043		13,029
Net cash flows provided by (used in) operating activities - discontinued operations	—		164

Net cash provided by (used in) operating activities	$	14,043	$	13,193

CASH FLOWS FROM INVESTING ACTIVITIES

Rental property additions, improvements and other costs	$	(4,386)	$	(5,805)
Development of rental property and other related costs	(370)		(1,084)

Proceeds from the sales of developable land	—		7,139





Distributions in excess of cumulative earnings from unconsolidated joint ventures	822		3,192





Net cash provided by (used in) investing activities	$	(3,934)	$	3,442

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	99,000	$	20,000
Repayment of revolving credit facility	(5,000)		(24,000)




Repayment of mortgages, loans payable and other obligations	(95,594)		(2,293)


Common unit redemptions	(823)		(148)
Payment of financing costs and derivative premiums, net	(3)		(18)
Contribution from noncontrolling interests	—		70
Distribution to noncontrolling interests	(256)		(158)
Distributions to redeemable noncontrolling interests	(81)		(81)
Payment of common dividends and distributions	(8,542)		(8,286)

Payment for taxes related to the net share settlement of stock compensation awards	(5,068)		(3,923)
Net cash provided by (used in) financing activities	$	(16,367)	$	(18,837)

Net increase (decrease) in cash and cash equivalents	$	(6,258)	$	(2,202)
Cash, cash equivalents and restricted cash, beginning of period (1)	29,360		24,310

Cash, cash equivalents and restricted cash, end of period (2)	$	23,102	$	22,108

(1)Includes Restricted Cash of $15,232 and $17,059 as of December 31, 2025 and 2024, respectively.

(2)Includes Restricted Cash of $13,687 and $14,512 as of March 31, 2026 and 2025, respectively.

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except per unit amounts) (unaudited)


ASSETS	March 31, 2026		December 31, 2025
Rental property
Land and leasehold interests	$	376,710	$	376,710
Buildings and improvements	2,586,369		2,584,333
Tenant improvements	17,438		16,745
Furniture, fixtures and equipment	120,408		118,797
	3,100,925		3,096,585
Less – accumulated depreciation and amortization	(537,316)		(516,404)


Net investment in rental property	2,563,609		2,580,181
Cash and cash equivalents	9,415		14,128
Restricted cash	13,687		15,232
Investments in unconsolidated joint ventures	51,925		52,188
Unbilled rents receivable, net	3,505		3,643
Deferred charges and other assets, net	36,241		40,588
Accounts receivable	1,303		911

Total assets	$	2,679,685	$	2,706,871
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	124,000	$	30,000
Mortgages, loans payable and other obligations, net	1,237,339		1,332,158


Dividends and distributions payable	8,638		8,697
Accounts payable, accrued expenses and other liabilities	44,045		44,610
Rents received in advance and security deposits	11,809		11,419
Accrued interest payable	5,058		5,031
Total liabilities	1,430,889		1,431,915

Commitments and contingencies

Redeemable noncontrolling interests	9,294		9,294

Partners’ Capital:
General Partner, 93,838,017 and 93,432,649 common units outstanding	1,066,407		1,089,161
Limited partners, 8,513,628 and 8,587,702 common units/LTIPs outstanding	165,816		168,996
Accumulated other comprehensive income	(257)		(687)
Total Veris Residential, L.P. partners’ capital	1,231,966		1,257,470

Noncontrolling interests in consolidated joint ventures	7,536		8,192

Total equity	1,239,502		1,265,662

Total liabilities and equity	$	2,679,685	$	2,706,871

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit amounts) (unaudited)


	Three Months Ended March 31,
REVENUES	2026		2025
Revenue from leases	$	64,591	$	61,965
Management fees	534		718
Parking income	3,459		3,749

Other income	1,518		1,324
Total revenues	70,102		67,756
EXPENSES
Real estate taxes	7,756		9,212
Utilities	2,880		2,807
Operating services	10,662		10,993
Property management	4,482		4,385
General and administrative	10,549		10,068
Transaction and merger related costs	10,486		308
Depreciation and amortization	21,226		21,253

Land and other impairments, net	—		3,200
Total expenses	68,041		62,226
OTHER (EXPENSE) INCOME
Interest expense	(17,871)		(22,960)

Interest and other investment income	102		25
Equity in earnings (losses) of unconsolidated joint ventures	460		3,842

Gain (loss) on disposition of developable land	—		(156)


Other income (expense), net	(283)		(105)
Total other (expense) income, net	(17,592)		(19,354)
Income (loss) from continuing operations before income tax expense	(15,531)		(13,824)
Provision for income taxes	(69)		(42)
Income (loss) from continuing operations after income tax expense	(15,600)		(13,866)

Discontinued operations:
Income (loss) from discontinued operations	—		136


Net income (loss)	(15,600)		(13,730)
Noncontrolling interests in consolidated joint ventures	400		2,125
Redeemable noncontrolling interests	(81)		(81)
Net income (loss) available to common unitholders	$	(15,281)	$	(11,686)
Basic earnings per common unit:
Income (loss) from continuing operations	$	(0.15)	$	(0.12)
Discontinued operations	—		—
Net income (loss) available to common unitholders	$	(0.15)	$	(0.12)
Diluted earnings per common unit:
Income (loss) from continuing operations	$	(0.15)	$	(0.12)
Discontinued operations	—		—
Net income (loss) available to common unitholders	$	(0.15)	$	(0.12)

Basic weighted average units outstanding	102,136		101,690

Diluted weighted average units outstanding	102,136		101,690

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)


	Three Months Ended March 31,
	2026		2025

Net income (loss)	$	(15,600)	$	(13,730)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate caps	469		(1,104)
Comprehensive income (loss)	$	(15,131)	$	(14,834)
Comprehensive loss (income) attributable to noncontrolling interests in consolidated joint ventures	400		2,125
Comprehensive loss (income) attributable to redeemable noncontrolling interests	(81)		(81)
Comprehensive income (loss) attributable to common unitholders	$	(14,812)	$	(12,790)

The accompanying notes are an integral part of these consolidated financial statements

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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)


For the Three Months Ended March 31, 2026	General Partner Common Units	Limited Partner Common Units/ Vested LTIP Units	Common Unitholders		Limited Partner Common Unitholders		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Consolidated Joint Ventures		Total Equity
Balance at January 1, 2026	93,432	8,587	$	1,089,161	$	168,996	$	(687)	$	8,192	$	1,265,662
Net income (loss)	—	—	(14,008)		(1,273)		—		(319)		(15,600)

Unit distributions	—	—	(7,668)		(815)		—		—		(8,483)
Redeemable noncontrolling interests	—	—	—		—		—		(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(256)		(256)

Redemption of limited partners common units for shares of general partner common units	25	(25)	308		(308)		—		—		—
Redemption of limited partner common units	—	(49)	—		(823)		—		—		(823)


Stock compensation	650	—	3,682		—		—		—		3,682
Cancellation of restricted shares	(269)	—	(5,068)		—		—		—		(5,068)
Other comprehensive income (loss)	—	—	—		39		430		—		469
Balance at March 31, 2026	93,838	8,513	$	1,066,407	$	165,816	$	(257)	$	7,536	$	1,239,502



For the Three Months Ended March 31, 2025	General Partner Common Units	Limited Partner Common Units/ Vested LTIP Units	Common Unitholders		Limited Partner Common Unitholders		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Consolidated Joint Ventures		Total Equity
Balance at January 1, 2025	92,912	8,672	$	1,035,795	$	166,030	$	154	$	31,090	$	1,233,069
Net income (loss)	—	—	(10,699)		(987)		—		(2,044)		(13,730)

Unit distributions	—	—	(7,550)		(690)		—		—		(8,240)
Redeemable noncontrolling interests	—	—	—		—		—		(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(88)		(88)

Redemption of limited partners common units for shares of general partner common units	43	(43)	—		—		—		—		—
Redemption of limited partners common units	—	(9)	—		(148)		—		—		(148)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	2		—		—		—		2
Directors' deferred compensation plan	—	—	98		—		—		—		98
Stock compensation	596	—	3,322		—		—		—		3,322
Cancellation of restricted shares	(239)	—	(3,923)		—		—		—		(3,923)
Other comprehensive income (loss)	—	—	—		(93)		(1,011)		—		(1,104)

Balance at March 31, 2025	93,312	8,620	$	1,017,045	$	164,112	$	(857)	$	28,877	$	1,209,177

The accompanying notes are an integral part of these consolidated financial statements.

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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


	Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES	2026		2025
Net loss	$	(15,600)	$	(13,730)
Net (income) loss from discontinued operations	—		(136)
Net loss from continuing operations	(15,600)		(13,866)
Adjustments to reconcile net loss to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets	21,229		21,250
Amortization of deferred compensation stock units	—		98
Amortization of stock compensation	3,644		3,268
Amortization of deferred financing costs and derivative premiums	1,831		2,779

Equity in (earnings) loss of unconsolidated joint ventures	(460)		(3,842)



Gain (loss) on disposition of developable land	—		156


Land and other impairments, net	—		3,200




Changes in operating assets and liabilities:
Decrease (increase) in unbilled rents receivable, net	138		(156)
Decrease (increase) in deferred charges and other assets	3,338		1,844
Decrease (increase) in accounts receivable, net	(392)		206
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(102)		(1,895)
(Decrease) increase in rents received in advance and security deposits	390		17
(Decrease) increase in accrued interest payable	27		(30)
Net cash flows provided by (used in) operating activities - continuing operations	14,043		13,029
Net cash flows provided by (used in) operating activities - discontinued operations	—		164

Net cash provided by (used in) operating activities	$	14,043	$	13,193

CASH FLOWS FROM INVESTING ACTIVITIES

Rental property additions, improvements and other costs	$	(4,386)	$	(5,805)
Development of rental property and other related costs	(370)		(1,084)

Proceeds from the sales of developable land	—		7,139




Distributions in excess of cumulative earnings from unconsolidated joint ventures	822		3,192









Net cash provided by (used in) investing activities	$	(3,934)	$	3,442

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	99,000	$	20,000
Repayment of revolving credit facility	(5,000)		(24,000)




Repayment of mortgages, loans payable and other obligations	(95,594)		(2,293)


Common unit redemptions	(823)		(148)
Payment of financing costs and derivative premiums, net	(3)		(18)
Contribution from noncontrolling interests	—		70
Distribution to noncontrolling interests	(256)		(158)
Distributions to redeemable noncontrolling interests	(81)		(81)
Payment of common dividends and distributions	(8,542)		(8,286)

Payment for taxes related to the net share settlement of stock compensation awards	(5,068)		(3,923)
Net cash provided by (used in) financing activities	$	(16,367)	$	(18,837)

Net decrease in cash and cash equivalents	$	(6,258)	$	(2,202)
Cash, cash equivalents and restricted cash, beginning of period (1)	29,360		24,310

Cash, cash equivalents and restricted cash, end of period (2)	$	23,102	$	22,108

(1)Includes Restricted Cash of $15,232 and $17,059 as of December 31, 2025 and 2024, respectively.

(2)Includes Restricted Cash of $13,687 and $14,512 as of March 31, 2026 and 2025, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

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VERIS RESIDENTIAL, INC., VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Veris Residential, Inc., a Maryland corporation, together with its subsidiaries (collectively, the “General Partner”) is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”). The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 91.7 and 91.6 percent common unit interest in the Operating Partnership as of March 31, 2026 and December 31, 2025, respectively.

The Company owns, operates and develops multifamily rental properties located primarily in the Northeast, as well as a portfolio of non-strategic land and commercial assets. Veris Residential, Inc. was incorporated on May 24, 1994.

Unless stated otherwise or the context requires, the “Company” refers to the General Partner and its subsidiaries, including the Operating Partnership and its subsidiaries.

As of March 31, 2026, the Company owned or had interests in 17 multifamily rental properties, three parking/retail properties, and developable land (collectively, the "Properties"). The Properties are comprised of: (a) 16 wholly-owned or Company-controlled properties, comprised of 13 multifamily properties, three parking/retail properties, and developable land and (b) four multifamily properties owned by unconsolidated joint ventures in which the Company has investment interests.

On February 23, 2026, the General Partner and Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”, together with Merger Sub I, the “Merger Subs”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, the General Partner will be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving corporation as a direct wholly-owned subsidiary of Parent (the “Merger”), and Merger Sub II will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving partnership (together with the Merger, the “Mergers”). Parent and the Merger Subs are affiliates of investment funds managed by Affinius Capital LLC, GIC Real Estate Inc. and Vista Hill Partners, LLC (the “Equity Investors”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Mergers become effective, (i) each issued and outstanding share of Common Stock (other than shares owned by (a) Parent or Merger Sub I or any of their respective Subsidiaries and (b) any direct or indirect wholly owned Subsidiary of the Company, if any, will automatically be converted into the right to receive $19.00 per Share in cash, without interest thereon (the “Merger Consideration”), (ii) each outstanding Common Unit (other than Common Units owned by (x) Parent, Merger Sub II or any of their respective subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Merger Consideration and (iii) each outstanding Series A-1 preferred limited partnership unit of the Operating Partnership (each, a “Preferred Unit”) (other than Preferred Units owned by (x) Parent, Merger Sub II or any of their respective Subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Preferred Unit Merger Consideration as set forth in the Merger Agreement.

The foregoing description of the Merger Agreement and the Mergers does not purport to be complete, and is subject to and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements as further described in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 10, 2026.

BASIS OF PRESENTATION

The accompanying consolidated financial statements reflect all accounts of the Company, including its controlled subsidiaries, which consist principally of the Operating Partnership and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. See Note 2 to the 2025 10-K: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures, for the Company’s treatment of unconsolidated joint venture interests. Intercompany accounts and transactions have been eliminated.

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The Company consolidates variable interest entities ("VIEs") in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and (2) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. The Operating Partnership is considered a VIE of the parent company, Veris Residential, Inc.

As of March 31, 2026 and December 31, 2025, the Company’s investments in consolidated real estate joint ventures, which are variable interest entities in which the Company is deemed to be the primary beneficiary, have total real estate assets of $394.8 million and $397.2 million, respectively, other assets of $8.8 million and $6.9 million, respectively, mortgages of $280.9 million and $281.8 million, respectively, and other liabilities of $15.4 million and $15.5 million, respectively.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior period amounts in order to conform with current period presentation, primarily related to classification of certain properties as discontinued operations.

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements should be read in conjunction with the Company’s audited Annual Report on Form 10-K for the year ended December 31, 2025, as certain disclosures in this Quarterly Report on Form 10-Q that would duplicate those included in the 10-K are not included in these financial statements.

Dividends and Distributions Payable

The Board of Directors considers a variety of factors when setting the Company's dividends including the Company’s earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, economic conditions and other factors.

Dividends declared (on a per share basis) for the three months ended March 31, 2026 were as follows:


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
March 4, 2026	March 31, 2026	April 10, 2026	$0.0800

Dividends declared (on a per share basis) for the three months ended March 31, 2025 were as follows:


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
February 27, 2025	March 31, 2025	April 10, 2025	$0.0800

At March 31, 2026 and December 31, 2025, the balance of the distributions payable was $8.6 million and $8.7 million, respectively.

Impact of Recently-Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). The guidance requires disclosing disaggregated information about certain income statement expense captions but does not change the presentation of expense information or expense captions reported on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027; early adoption is

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permitted. The Company is currently evaluating the impact that adopting ASU 2024-03 will have on the Company's consolidated financial statements.

3. INVESTMENTS IN RENTAL PROPERTIES

Dispositions of Rental Properties and Developable Land

The Company did not dispose of any rental properties or developable land during the three months ended March 31, 2026.

The Company disposed of the following developable land holdings during the three months ended March 31, 2025 (dollars in thousands):


Disposition Date	Property	Location	Net Sales Proceeds		Net Carrying Value			Gain (loss) on disposition of developable land
01/24/25	65 Livingston	Roseland, NJ	$	7,139	$	7,295	(a)	$	(156)


Totals			$	7,139	$	7,295		$	(156)

(a) Carrying value reflects previously recorded impairment charges of $2.6 million.

Real Estate Held for Sale and Related Liabilities

As of March 31, 2026 and December 31, 2025, the Company did not have any assets or liabilities classified as held for sale.

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of March 31, 2026 and December 31, 2025, the Company had an aggregate investment of approximately $51.9 million and $52.2 million, respectively, in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage multifamily rental properties. As of March 31, 2026, the unconsolidated joint ventures owned four multifamily properties totaling 1,195 apartment units, and the Company’s unconsolidated interests range from 22.5 percent to 50 percent.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.

The debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures, related parties to the Company, and recognized $0.5 million and $0.7 million for such services in the three months ended March 31, 2026 and 2025, respectively. The Company had $0.1 million and $0.3 million in accounts receivable due from its unconsolidated joint ventures as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs.

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The following is a summary of the Company's unconsolidated joint ventures as of March 31, 2026 and December 31, 2025 (dollars in thousands):


									Property Debt
Entity / Property Name	Number of Apartment Units		Company's Effective Ownership %		Carrying Value				As of March 31, 2026

					March 31, 2026		December 31, 2025		Balance		Maturity Date		Interest Rate
RiverTrace at Port Imperial	316	units	22.5	%	3,449		3,353		82,000		11/10/26		3.21	%
The Capstone at Port Imperial	360	units	40.0	%	17,150		17,513		135,000		12/22/26	SOFR+	1.20	%
Riverpark at Harrison	141	units	45.0	%	—		—		29,795		07/01/35		3.19	%
Station House	378	units	50.0	%	31,326		31,322		84,593		07/01/33		4.82	%
Totals:					$	51,925	$	52,188	$	331,388

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three months ended March 31, 2026 and 2025, respectively (dollars in thousands):


	Three Months Ended March 31,
Entity / Property Name	2026		2025
Metropolitan at 40 Park (a)	$	—	$	(249)
RiverTrace at Port Imperial	141		160
The Capstone at Port Imperial	261		161
Riverpark at Harrison	54		54
Station House	4		(11)
Urby at Harborside (b)	—		3,727


Company's equity in earnings (loss) of unconsolidated joint ventures (c)	$	460	$	3,842

(a)In April 2025, the Company sold its interest in The Metropolitan at 40 Park multifamily rental property in Morristown, New Jersey.

(b)In April 2025, the Company acquired the remaining 15 percent controlling interest in the joint venture which owns Sable (previously referred to as "Urby at Harborside") and consolidated its full interest in the property.

(c)Amounts are net of amortization of basis differences of $0.1 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

5. DEFERRED CHARGES AND OTHER ASSETS, NET


(dollars in thousands)	March 31, 2026		December 31, 2025
Deferred leasing costs	$	5,860	$	5,684
Deferred financing costs (a)	7,131		7,124
Deferred charges	12,991		12,808
Accumulated amortization	(7,623)		(6,759)
Deferred charges, net	5,368		6,049
In-place lease values, related intangibles and other assets, net	8,828		8,999
Right of use assets (b)	3,804		4,079
Prepaid expenses and other assets, net	18,241		21,461

Total deferred charges and other assets, net	$	36,241	$	40,588

(a)This amount relates to the deferred financing costs associated with the revolving credit facility. Deferred financing costs related to all other debt liabilities are netted against those debt liabilities for all periods presented.

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(b)This amount has a corresponding liability of $5.5 million and $5.7 million as of March 31, 2026 and December 31, 2025, respectively, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Office and Ground Lease agreements for further details.

DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates $0.4 million will be reclassified as an increase to interest expense.

As of March 31, 2026, the Company had two interest rate caps outstanding and in effect with a notional amount of $185.0 million designated as cash flow hedges of interest rate risk, and two undesignated interest rate caps outstanding and in effect with a notional amount of $145.0 million.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2026 and December 31, 2025 (dollars in thousands):


Derivative Instruments	Fair Value				Balance sheet location
	March 31, 2026		December 31, 2025
Interest rate caps designated as hedging instruments	$	204	$	196	Deferred charges and other assets, net
Interest rate caps not designated as hedging instruments	94		110		Deferred charges and other assets, net

The table below presents the effect of the Company’s derivative financial instruments designated as hedging instruments on the Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively (dollars in thousands):


Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (a)				Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (a) (b)		Total Amount of Interest Expense presented in the Consolidated Statements of Operations
	Three months ended March 31,					Three months ended March 31,					Three months ended March 31,
	2026		2025				2026		2025			2026		2025
Interest Rate Caps	$	110	$	(901)			$	(260)	$	(141)		$	(17,871)	$	(22,960)

(a)Amounts exclude net gains of $0.1 million and net losses of $0.3 million recognized on unconsolidated joint ventures during the three months ended March 31, 2026 and 2025, respectively.

(b)The gain or loss reclassified from Accumulated OCI into Income is recorded in Interest Expense.

Additionally, the Company recorded $0.1 million and zero of fair value adjustments related to the Company’s interest rate caps not designated as hedging instruments as a decrease in Interest Expense on the Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. Specifically, the Company could be declared in default on its derivative

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obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of March 31, 2026, the Company did not have any interest rate derivatives in a net liability position.

6. RESTRICTED CASH

Restricted cash primarily consists of resident security deposits held across various Company properties, as well as escrow and reserve accounts established pursuant to certain mortgage financing arrangements for debt service and real estate tax obligations. Restricted cash is summarized as follows (dollars in thousands):


	March 31, 2026		December 31, 2025
Security deposits	$	9,516	$	9,329
Escrow and other reserve funds	4,171		5,903

Total restricted cash	$	13,687	$	15,232

7. DISCONTINUED OPERATIONS

The Company's sale of its former New Jersey office and hotel portfolio (collectively, the “Office Portfolio”) represented a strategic shift in the Company’s operations. As such, the results of these sold properties are classified as discontinued operations for all periods presented.

The following table summarizes income from discontinued operations for the three months ended March 31, 2025 (dollars in thousands):


	Three Months Ended March 31,
	2025
Total Revenues	$	141
Operating and other expenses, net (a)	(5)





Income (loss) from discontinued operations	136

8. REVOLVING CREDIT FACILITY AND TERM LOANS

As of March 31, 2026, the Company's revolving credit facility consisted of a $300 million senior secured revolving credit facility (the "2024 Revolving Credit Facility"), which had an outstanding principal balance of $124 million and the effective interest rate applicable was 5.72%.

On April 22, 2024, the Company entered into the 2024 Revolving Credit Facility and a $200 million senior secured term loan facility (the “2024 Term Loan” and, together with the 2024 Revolving Credit Facility, the “2024 Credit Agreement”) with a group of eight lenders (the "Lenders"), which originally provided for: (1) a three-year term ending in April 2027, subject to one twelve-month extension option; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $300 million; (3) a first priority lien on no fewer than five properties with an aggregate appraised value of at least $900 million, consisting of (i) The James; (ii) 145 Front at City Square; (iii) Signature Place; (iv) Soho Lofts; and (v) Liberty Towers (collectively, the “Collateral Pool Properties”); and (4) a commitment fee payable quarterly ranging from 25 basis points to 35 basis points per annum on the daily unused amount of the 2024 Revolving Credit Facility. The Company may request increases in the principal amount of the 2024 Revolving Credit Facility and/or new term loans under the 2024 Term Loan Facility in an aggregate amount of up to $200 million, which shall be subject to commercially reasonable syndication efforts.

On July 9, 2025, the Company entered into an amendment to the 2024 Credit Agreement (the "July 2025 Amendment") with the Lenders to allow for the removal of three assets, The James, Signature Place, and 145 Front Street at City Square

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from the Collateral Pool Properties, provided that the proceeds from their respective sales were applied toward the full repayment of the $200 million outstanding balance under the 2024 Term Loan. The July 2025 Amendment also reduced the number of participating Lenders from eight to seven. The Company completed the full repayment of the 2024 Term Loan in July 2025.

The July 2025 Amendment also introduced a 5 level leverage-based interest rate pricing grid applicable to the 2024 Revolving Credit Facility, with an applicable margin ranging from (i) 25 basis points to 80 basis points in respect of Alternative Base Rate borrowings and (ii) 125 basis points to 180 basis points in respect of Adjusted Daily Effective SOFR Rate borrowings (the “Revolving Credit Applicable Rate”).

With respect to each borrowing under the 2024 Revolving Credit Facility, at the Company's election as to the type of borrowing, the interest rate shall be either (A) the Alternative Base Rate plus the Revolving Credit Applicable Rate, or (B) the Adjusted Term SOFR Rate plus the Revolving Credit Applicable Rate, or (C) the Adjusted Daily Effective SOFR Rate plus the Applicable Rate. As used herein: “Alternative Base Rate” means, subject to a floor of 1.00%, the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month interest period plus 1%; “Adjusted Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s website on the immediately succeeding business day (“SOFR”).

In 2025, the Company successfully met Sustainable KPI provisions as defined within the 2024 Credit Agreement, that resulted in a five basis point spread reduction for all borrowings on the Term Loan and Revolver, and a one basis point reduction on the commitment fee on the daily unused amount of the 2024 Revolving Credit Facility.

The General Partner and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the 2024 Credit Agreement, and certain subsidiaries of the Operating Partnership also granted the lenders a security interest in certain subsidiary guarantors in order to further secure the obligations, liabilities and indebtedness of the Operating Partnership under the 2024 Credit Agreement.

The 2024 Credit Agreement, which applies to both the 2024 Revolving Credit Facility and the 2024 Term Loan, includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties, and which require compliance with financial ratios (prior to the Operating Partnership’s election of equity-secured financial covenants) relating to (a) the maximum total leverage ratio (65%), (b) the minimum debt service coverage ratio (1.40 times for the fiscal quarter ended September 30, 2025 and 1.5 times for each fiscal quarter thereafter), (c) the minimum tangible net worth ratio (80% of tangible net worth as of April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), and (d) the maximum unhedged variable rate debt ratio (30%).

As of March 31, 2026, Soho Lofts and Liberty Towers were encumbered by the Company's credit facilities, with a total carrying value of approximately $0.6 billion. Following the July 2025 Amendment, the required number of collateral assets was reduced from five to two. In October 2025, a negative pledge and assignment of proceeds of Portside at East Pier were added as incremental collateral.

The Company was in compliance with its debt covenants under the 2024 Credit Agreement as of March 31, 2026.

9. MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

As of March 31, 2026, nine of the Company’s properties, with a total carrying value of approximately $1.7 billion, are encumbered by the Company's mortgages and loans payable. Payments on mortgages are generally due in monthly installments of principal and interest, or interest only. The Company was in compliance with its debt covenants under its mortgages and loans payable as of March 31, 2026.

A summary of the Company’s mortgages as of March 31, 2026 and December 31, 2025 is as follows (dollars in thousands):

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Property/Project Name	Lender		Effective Rate (a)		March 31, 2026		December 31, 2025		Maturity

Portside 2 at East Pier (b)	New York Life Insurance Company		4.56	%	$	—	$	93,782	03/10/26
BLVD 425	New York Life Insurance Company		4.17	%	131,000		131,000		08/10/26
BLVD 401	New York Life Insurance Company		4.29	%	112,935		113,462		08/10/26
The Upton (c)	Bank of New York Mellon	SOFR+	1.58	%	75,000		75,000		10/27/26
RiverHouse 9 at Port Imperial (d)	JP Morgan	SOFR+	1.41	%	110,000		110,000		06/21/27
BLVD 475	The Northwestern Mutual Life Insurance Co.		2.91	%	160,307		161,201		11/10/27
Haus25	Freddie Mac		6.04	%	343,061		343,061		09/01/28
RiverHouse 11 at Port Imperial	The Northwestern Mutual Life Insurance Co.		4.52	%	100,000		100,000		01/10/29
Sable	Pacific Life		5.59	%	181,544		181,544		08/01/29
Port Imperial South 4/5 Garage	American General Life & A/G PC		4.85	%	30,133		30,524		12/01/29

Principal balance outstanding					$	1,243,980	$	1,339,574
Unamortized deferred financing costs					(6,641)		(7,416)

Total mortgages, loans payable and other obligations, net					$	1,237,339	$	1,332,158

(a)Reflects effective rate of debt, including deferred financing costs, comprised of debt initiation costs, and other transaction costs, as applicable.

(b)As of March 31, 2026, this mortgage was fully repaid.

(c)As of March 31, 2026, this mortgage is hedged with an interest-rate cap with a strike rate of 3.5%, expiring in November 2026.

(d)As of March 31, 2026, this mortgage is hedged with an interest-rate cap with a strike rate of 3.5%, expiring in July 2026.

Cash Paid for Interest

Cash paid for interest for the three months ended March 31, 2026 and 2025 was $16.1 million and $19.1 million, respectively. No interest was capitalized by the Company for the three months ended March 31, 2026 and 2025.

Summary of Indebtedness


(dollars in thousands)	March 31, 2026				December 31, 2025
	Balance		Weighted Average Interest Rate		Balance		Weighted Average Interest Rate
Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility (a) (b)	$	1,361,339	4.98	%	$	1,362,158	4.90	%

(a) As of March 31, 2026 and December 31, 2025, includes debt with interest rate caps outstanding with a notional amount of $330.0 million.

(b) Excludes $3.0 million and $3.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of March 31, 2026 and December 31, 2025, respectively.

10. EMPLOYEE BENEFIT 401(k) PLANS

Employees of the General Partner, who meet certain minimum age and service requirements, are eligible to participate in the Veris Residential, Inc. 401(k) Savings/Retirement Plan (the “401(k) Plan”). Eligible employees may elect to defer from one percent up to 60 percent of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law. The Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. Participants are always 100 percent vested in their pre-tax and post-tax contributions, as well as any matching or profit sharing contributions made on their behalf by the Company. All contributions are allocated as a percentage of compensation of the eligible participants for the Plan year. The assets of the 401(k) Plan are held in trust and a separate account is established for each participant. Total expense recognized by the Company for the 401(k) Plan for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.3 million, respectively.

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11. DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at March 31, 2026 and December 31, 2025. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Items Measured at Fair Value on a Recurring Basis

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of March 31, 2026 and December 31, 2025.

The fair value of the Company’s long-term debt, consisting of the credit facility, mortgages, loans payable and other obligations, aggregated approximately $1.4 billion as compared to the book value of approximately $1.4 billion as of March 31, 2026 and December 31, 2025. The fair value of the Company’s long-term debt was valued using level 3 inputs (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value was estimated using a discounted cash flow analysis based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt was determined by discounting the future contractual interest and principal payments by a market rate.

Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

The fair value measurements used in the evaluation of the Company’s rental properties for impairment and purchase price allocation analyses are considered to be Level 3 valuations within the fair value hierarchy, as there are significant unobservable assumptions. Assumptions that were utilized in the fair value calculations include, but are not limited to, discount rates, market capitalization rates, expected lease rental rates, third-party broker information and information from potential buyers, as applicable.

Valuations of real estate identified as held for sale are based on estimated sale prices, net of estimated selling costs, of such property. In the absence of an executed sales agreement with a set sales price, management’s estimate of the net sales price may be based on a number of unobservable assumptions, including, but not limited to, the Company’s estimates of future cash flows, market capitalization rates and discount rates, if applicable. For developable land, an estimated per-unit market value assumption is also considered based on development rights or plans for the land.

The Company recognized no impairment charges during the three months ended March 31, 2026.

The Company recognized an impairment charge of $3.2 million during the three months ended March 31, 2025 on one developable land parcel located in Weehawken, NJ based upon its estimated selling price. The impairment charge was recorded in Land and other impairments, net, on the Company's Consolidated Statements of Operations.

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12. COMMITMENTS AND CONTINGENCIES

PILOT AGREEMENTS

Pursuant to agreements with certain municipalities, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties as follows (dollars in thousands):

Property Name

Location

Asset Type

PILOT
Expiration Dates

PILOT Payments

Three Months Ended March 31,

2026

2025

BLVD 401 (a)

Jersey City, NJ

Multifamily

4/2026

409

537

Sable (b)

Jersey City, NJ

Multifamily

2/2027

920

(b)

RiverHouse 11 at Port Imperial (c)

Weehawken, NJ

Multifamily

7/2033

340

483

RiverHouse 9 at Port Imperial (d)

Weehawken, NJ

Multifamily

6/2046

303

447

Haus25 (e)

Jersey City, NJ

Multifamily

3/2047

514

765

The James (f)

Park Ridge, NJ

Multifamily

6/2051

—

227

Total PILOT payments

2,486

2,459

(a)The annual PILOT is equal to 10 percent of Gross Revenues for years 1-4, 12 percent for years 5-8 and 14 percent for years 9-10, as defined.

(b)The annual PILOT is equal to 10 percent of Gross Revenues for years 1-4, 12 percent for years 5-8 and 14 percent for years 9-10, as defined. The Company consolidated its interest in Sable on April 21, 2025 as a result of the Sable JV Interest Acquisition.

(c)The annual PILOT is equal to 12 percent of Gross Revenues for years 1-5, 13 percent for years 6-10 and 14 percent for years 11-15, as defined.

(d)The annual PILOT is equal to 11 percent of Gross Revenues for years 1-10, 12.5 percent for years 11-18 and 14 percent for years 19-25, as defined.

(e)The annual PILOT is equal to seven percent of Gross Revenues, as defined, for a term of 25 years.

(f)The annual PILOT is equal to 10 percent of Gross Revenues for years 1-10, 11.5 percent for years 11-21 and 12.5 percent for years 22-30, as defined. The property was disposed of during the third quarter of 2025.

At the conclusion of the above-referenced agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.

LITIGATION

The Company is a defendant in litigation arising in the normal course of its business activities. Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.

In 2024, the Company identified potential contingent liabilities related to reverse real estate tax appeals for certain previously-sold land parcels located in Jersey City, NJ. In accordance with ASC 450, the Company evaluated the estimability and probability of these potential obligations and recorded a contingent liability of $2.1 million, inclusive of associated legal costs, in Accounts payable, accrued expenses and other liabilities on the Company's Consolidated Balance Sheets. During the three months ended March 31, 2026, the Company settled these matters for the amounts previously accrued.

As previously reported, on April 23, 2025, the Company was named as a defendant in a complaint brought by the Attorney General of the State of New Jersey alleging antitrust violations by RealPage, Inc., a seller of revenue management software and owners and/or operators of multifamily housing, including us, which utilize this software. The Company was formally served with the complaint on April 30, 2025. The complaint alleges violation of the Sherman Act, the New Jersey Antitrust Act, and the New Jersey Consumer Fraud Act. The Company believes this lawsuit is without merit and intends to vigorously defend against it. As this proceeding is in the early stages, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of this matter.

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OFFICE AND GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable office and ground leases under which the Company is the lessee, are as follows (dollars in thousands):


Year	As of March 31, 2026 Amount
April 1 through December 31, 2026	$	960
2027	1,280
2028	494
2029	222
2030	222
2031 through 2101	31,003
Total lease payments	34,181
Less: imputed interest	(28,726)

Total	$	5,455


Year	As of December 31, 2025 Amount
2026	$	1,279
2027	1,280
2028	494
2029	222
2030	222
2031 through 2101	31,003
Total lease payments	34,500
Less: imputed interest	(28,820)

Total	$	5,680

Office and ground lease expenses incurred by the Company amounted to $0.7 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.

The Company had capitalized operating leases for one office and two ground leases, which had balances of $2.0 million and $1.8 million, respectively, at March 31, 2026. Such amounts represent the net present value (“NPV”) of future payments detailed above. The one office and two ground leases used incremental borrowing rates of 6.0 percent and 7.6 percent, respectively, to arrive at the NPV and have weighted average remaining lease terms of 2.0 years and 75.4 years, respectively. These rates were arrived at by adjusting the fixed rates of the Company’s mortgage debt with debt having terms approximating the remaining lease term of the Company’s office and ground leases and calculating notional rates for fully-collateralized loans.

OTHER

As a result of the Sable JV Interest Acquisition, previously disclosed in Note 3: Investments in Rental Properties - Acquisition of Controlling Interest In Unconsolidated Joint Venture of the Company's Form 10-K for the year-ended December 31, 2025, the Company assumed an agreement for the annual sale of an economic tax credit certificate issued by the State of New Jersey ("Sable Tax Credit"). Under the terms of the agreement, the Company is obligated to transfer $3.1 million of Sable Tax Credits per year, subject to annual qualification criteria as determined by the state. Recognition of the Sable Tax Credit is reported in Other (expense) income, net on the Company's Consolidated Statement of Operations

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and is contingent upon (i) the Company’s eligibility each year, and (ii) the buyer’s ability to utilize the credits. The agreement is expected to expire in 2027.

As of March 31, 2026, the Company had outstanding letters of credits totaling $2.9 million issued in connection with

insurance requirements and for environmental financial assurance, collateralized by the available balance on the 2024

Credit Agreement.

13. REDEEMABLE NONCONTROLLING INTERESTS

Preferred Units

The Operating Partnership has 9,213 Series A-1 Preferred Units (the "Preferred Units") outstanding as of March 31, 2026. The key terms of the Preferred Units are summarized as follows:


			Series A-1 Preferred Units
Issuance date			February and April, 2017
Number of units issued			9,213
Stated value per unit			$1,000
Annual dividend rate paid quarterly			(a)
Conversion rate			27.936
Conversion value per unit			$35.80
Maximum common unit conversion			257,375

(a)Series A-1 Preferred Units pay dividends quarterly at an annual rate equal to the greater of (x) 3.50 percent, or (y) the then-effective annual dividend yield on the General Partner’s common stock.

The Preferred Units have a liquidation and dividend preference senior to the common units and include customary anti-dilution protections for stock splits and similar events. The Preferred Units are convertible into common units of limited partnership interests of the Operating Partnership and are redeemable for cash at their stated value at the option of the holder.

Summary of Redeemable Noncontrolling Interests

The following tables set forth the changes in Redeemable noncontrolling interests within the mezzanine section for the three months ended March 31, 2026 and 2025, respectively (dollars in thousands):


	Series A-1 Preferred Units In VRLP
Balance at January 1, 2026	$	9,294



Income Attributed to Noncontrolling Interests	81
Distributions	(81)


Balance at March 31, 2026	$	9,294


	Series A-1 Preferred Units In VRLP
Balance at January 1, 2025	$	9,294



Income Attributed to Noncontrolling Interests	81
Distributions	(81)


Balance at March 31, 2025	$	9,294

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14. VERIS RESIDENTIAL, INC. STOCKHOLDERS’ EQUITY AND VERIS RESIDENTIAL, L.P.’S PARTNERS’ CAPITAL

Partners’ Capital in the accompanying consolidated financial statements relates to (a) General Partners’ capital consisting of common units in the Operating Partnership held by the General Partner, and (b) Limited Partners’ capital consisting of common units and Long Term Incentive Performance Units ("LTIP Units") held by the limited partners. See Note 15: Noncontrolling Interests in Subsidiaries.

The following table reflects the activity of the General Partner capital for the three months ended March 31, 2026 and 2025, respectively (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Opening Balance	$	1,151,621	$	1,099,391
Net income (loss) available to common shareholders	(14,008)		(10,699)

Common stock distributions	(7,668)		(7,550)

Redemption of common units for common stock	308		509
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—		2
Directors' deferred compensation plan	—		98
Stock Compensation	3,682		3,322
Cancellation of common stock	(5,068)		(3,923)
Other comprehensive income (loss)	430		(1,011)
Rebalancing of ownership percent between parent and subsidiaries	196		347
Balance at March 31	$	1,129,493	$	1,080,486

Any transactions resulting in the issuance of additional common and preferred stock of the General Partner result in a corresponding issuance by the Operating Partnership of an equivalent amount of common and preferred units to the General Partner.

ATM PROGRAM

On November 15, 2023, the Company reestablished a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $100 million may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) through or to participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. As of March 31, 2026, the Company sold 133,759 shares pursuant to the ATM Program, generating net proceeds of $1.8 million. No shares were sold pursuant to the ATM Program during the three months ended March 31, 2026. On February 23, 2026, the $2.0 billion shelf registration statement on Form S-3/ASR covering the ATM Program expired pursuant to Rule 415(a)(5) of the Securities Act and the Company terminated the ATM program effective as of February 23, 2026, and as a result, no further shares may be issued.

SHARE REPURCHASE PROGRAM

On February 19, 2025, the Board of Directors approved a $100 million share repurchase program, with share repurchases under the new program authorized to begin on March 26, 2025. The repurchase program is set to expire in February 2027. During the three months ended March 31, 2026, the Company did not repurchase any shares. Under the terms of the

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Merger Agreement, the Company is not permitted to acquire any shares under the repurchase program without the prior consent of Parent.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the General Partner waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the General Partner’s effective registration statement on Form S-3/ASR filed with the SEC for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP. On February 23, 2026, the registration statement on Form S-3/ASR for the DRIP

expired pursuant to Rule 415(a)(5) of the Securities Act and the Company terminated the DRIP effective as of February 23, 2026, and as a result, no further shares may be issued under the DRIP.

INCENTIVE STOCK PLAN

In May 2013, the General Partner established the 2013 Incentive Stock Plan under which a total of 4,600,000 shares has been reserved for issuance. In June 2021, stockholders of the Company approved the Amended and Restated 2013 Incentive Stock Plan (as so amended and restated, the "2013 Plan") to increase the total shares reserved for issuance under the plan from 4,600,000 to 6,565,000 shares.

In June 2024, stockholders of the Company approved the termination of the 2013 Plan and the establishment of the 2024 Incentive Stock Plan (the "2024 Plan"), under which a total of 2,885,207 shares has been reserved for issuance. No new awards will be granted under the 2013 Plan.

Stock Options

As of March 31, 2026, the Company had 1,530,000 options granted and outstanding, all of which are vested.

No stock options were exercised under any stock option plans for the three months ended March 31, 2026 and 2025. The Company has a policy of issuing new shares to satisfy stock option exercises.

As of March 31, 2026 and December 31, 2025, the stock options outstanding had a weighted average remaining contractual life of approximately 2.5 years and 2.7 years, respectively.

The Company recognized stock compensation expense related to stock options of zero and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock Awards

The Company has issued Restricted Stock Awards ("RSAs") in the form of restricted stock units to non-employee members of the Board of Directors, which allow the holders to each receive shares of the Company’s common stock following a one-year vesting period. Vesting of the RSAs issued is based on time and service. On June 11, 2025 and July 23, 2025, the Company issued RSAs to non-employee members of the Board of Directors, of which 67,729 unvested RSAs were outstanding at March 31, 2026.

The Company recognized stock compensation expense related to RSAs of $0.3 million for both the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Company had $0.2 million unrecognized compensation cost related to unvested RSAs granted under the Company’s stock compensation plans. That cost is expected to be recognized over a weighted average period of 0.2 years.

All currently outstanding and unvested RSAs provided to the non-employee members of the Board of Directors were issued under the 2024 Plan.

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Long-Term Incentive Plan Awards

The Company has granted long-term incentive plans awards (“LTIP Awards”) to executive officers, senior management, and certain other employees of the Company. LTIP Awards generally are granted in the form of restricted stock units (each, an “RSU” and collectively, the “RSU LTIP Awards”) and constitute awards under the 2013 Plan and 2024 Plan.

A portion of the RSUs are subject to time-based vesting conditions and will vest over a three-year period ("TRSUs"). As of March 31, 2026, there are 806,659 TRSUs outstanding and unvested.

Another portion of the annual LTIP Awards have market-based vesting conditions ("PRSUs"), and recipients will only earn the full amount of the PRSUs if, over the three-year performance period, the General Partner achieves an absolute Total Shareholder Return ("TSR") target and if the General Partner’s relative TSR as compared to a group of peer REITs ("Peer Group") exceeds certain thresholds. Depending on the results achieved during the three-year performance periods, the actual number of shares that a grant recipient receives at the end of the period may range from 0% to 160% of the shares granted. The market-based award targets are determined annually by the compensation committee of the Board of Directors. As of March 31, 2026, there are 781,225 PRSUs at their target vesting amounts, outstanding and unvested.

In addition, the Company has granted RSUs with a three-year cliff vest subject to the achievement of adjusted funds from operations targets ("OPRSUs"). As of March 31, 2026, there are 765,555 OPRSUs outstanding and unvested.

The fair value of the RSU LTIP Awards is based on the fair value of the underlying shares on the date of grant. The fair value of the PRSUs that relate to a TSR performance objective was determined using a Monte Carlo simulation analysis, which, for awards granted during the three months ended March 31, 2026, incorporates assumptions regarding the probability and potential impact of a change in control, including the Company’s recently announced Merger Agreement. The expected volatility of the common stock is estimated based on the historical volatility rate for the preceding three-year performance period. The dividend yield assumption was based on anticipated dividend payouts.

The Company recognized stock compensation expense related to LTIP awards of $3.4 million and $2.9 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had $21.6 million of total unrecognized compensation cost related to unvested LTIP Awards granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 2.5 years.

All currently outstanding and unvested RSU LTIP Awards provided to the executive officers, senior management, and certain other employees were issued under the 2013 Plan or 2024 Plan.

Deferred Stock Compensation Plan For Directors

The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarters. Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the three months ended March 31, 2026 and 2025, deferred stock units earned were 572 and 6,320, respectively. As of March 31, 2026 and December 31, 2025, there were 135,347 and 134,775 deferred stock units outstanding, respectively. Under the terms of the Merger Agreement, except for the issuance of deferred stock units for the quarterly dividend on March 31, 2026 on previously outstanding deferred stock units, the Company is not permitted to issue any deferred stock units without the consent of Parent, and the Company suspended the Deferred Compensation Plan for Directors effective March 31, 2026 pending completion of the Merger.

EARNINGS PER SHARE/UNIT

Basic EPS or EPU excludes dilution and is computed by dividing net income available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the

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potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In the calculation of basic and diluted EPS and EPU, a redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders or unitholders is included in the calculation to arrive at the numerator of net income (loss) available to common shareholders or unitholders.

The following information presents the Company’s results for the three months ended March 31, 2026 and 2025 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):

Veris Residential, Inc.:


	Three Months Ended March 31,
Computation of Basic EPS	2026		2025
Income (loss) from continuing operations after income tax expense	$	(15,600)	$	(13,866)
Add (deduct): Noncontrolling interests in consolidated joint ventures	400		2,125
Add (deduct): Noncontrolling interests in Operating Partnership	1,273		998
Add (deduct): Redeemable noncontrolling interests	(81)		(81)

Income (loss) from continuing operations available to common shareholders	$	(14,008)	$	(10,824)
Income (loss) from discontinued operations available to common shareholders	—		125
Net income (loss) available to common shareholders for basic earnings per share	$	(14,008)	$	(10,699)

Weighted average common shares	93,595		93,059

Basic EPS:
Income (loss) from continuing operations available to common shareholders	$	(0.15)	$	(0.12)
Income (loss) from discontinued operations available to common shareholders	—		—
Net income (loss) available to common shareholders	$	(0.15)	$	(0.12)


	Three Months Ended March 31,
Computation of Diluted EPS	2026		2025
Net income (loss) from continuing operations available to common shareholders	$	(14,008)	$	(10,824)
Add (deduct): Noncontrolling interests in Operating Partnership	(1,273)		(998)

Income (loss) from continuing operations for diluted earnings per share	$	(15,281)	$	(11,822)
Income (loss) from discontinued operations for diluted earnings per share	—		136
Net income (loss) available for diluted earnings per share	$	(15,281)	$	(11,686)

Weighted average common shares	102,136		101,690

Diluted EPS:
Income (loss) from continuing operations available to common shareholders	$	(0.15)	$	(0.12)
Income (loss) from discontinued operations available to common shareholders	—		—
Net income (loss) available to common shareholders	$	(0.15)	$	(0.12)

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The following schedule reconciles the weighted average shares used in the basic EPS calculation to the shares used in the diluted EPS calculation (in thousands):


	Three Months Ended March 31,
	2026	2025
Basic EPS shares	93,595	93,059
Add: Operating Partnership – common and vested LTIP units	8,541	8,631


Diluted EPS Shares	102,136	101,690

Veris Residential, L.P.:


	Three Months Ended March 31,
Computation of Basic EPU	2026		2025
Income (loss) from continuing operations after income tax expense	$	(15,600)	$	(13,866)
Add (deduct): Noncontrolling interests in consolidated joint ventures	400		2,125
Add (deduct): Redeemable noncontrolling interests	(81)		(81)

Income (loss) from continuing operations available to unitholders	$	(15,281)	$	(11,822)
Income (loss) from discontinued operations available to unitholders	—		136
Net income (loss) available to common unitholders for basic earnings per unit	$	(15,281)	$	(11,686)

Weighted average common units	102,136		101,690

Basic EPU:
Income (loss) from continuing operations available to unitholders	$	(0.15)	$	(0.12)
Income (loss) from discontinued operations available to unitholders	—		—
Net income (loss) available to common unitholders for basic earnings per unit	$	(0.15)	$	(0.12)

	Three Months Ended March 31,
Computation of Diluted EPU	2026		2025
Income (loss) from continuing operations available to common unitholders	$	(15,281)	$	(11,822)
Income (loss) from discontinued operations for diluted earnings per unit	—		136
Net income (loss) available to common unitholders for diluted earnings per unit	$	(15,281)	$	(11,686)

Weighted average common unit	102,136		101,690

Diluted EPU:
Income (loss) from continuing operations available to common unitholders	$	(0.15)	$	(0.12)
Income (loss) from discontinued operations available to common unitholders	—		—
Net income (loss) available to common unitholders	$	(0.15)	$	(0.12)

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The following schedule reconciles the weighted average units used in the basic EPU calculation to the units used in the diluted EPU calculation (in thousands):


	Three Months Ended March 31,
	2026	2025
Basic EPU units	102,136	101,690


Diluted EPU Units	102,136	101,690

15. NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in subsidiaries in the accompanying consolidated financial statements relate to (i) common units (“Common Units”) and LTIP units in the Operating Partnership, held by parties other than the General Partner (“Limited Partners”), and (ii) interests in consolidated joint ventures for the portion of such ventures not owned by the Company.

The following table reflects the activity of noncontrolling interests for the three months ended March 31, 2026 and 2025, respectively:


	Three Months Ended March 31,
(dollars in thousands)	2026		2025
Opening Balance	$	114,041	$	133,678
Net income (loss)	(1,592)		(3,031)
Unit distributions	(815)		(690)
Redeemable noncontrolling interests	(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	(256)		(88)
Redemption of common units for common stock	(308)		(509)
Redemption of common units	(823)		(148)


Other comprehensive income (loss)	39		(93)
Rebalancing of ownership percentage between parent and subsidiaries	(196)		(347)
Balance at March 31	$	110,009	$	128,691

Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interests unitholders in the subsidiary) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions. The carrying value of the noncontrolling interests shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. Accordingly, as a result of equity transactions which caused changes in ownership percentages between Veris Residential, Inc. stockholders’ equity and noncontrolling interests in the Operating Partnership that occurred during the three months ended March 31, 2026, the Company has decreased noncontrolling interests in the Operating Partnership and increased additional paid-in capital in Veris Residential, Inc. stockholders’ equity by approximately $0.2 million as of March 31, 2026.

NONCONTROLLING INTERESTS IN OPERATING PARTNERSHIP (applicable only to General Partner)

Common Units

During the three months ended March 31, 2026, the Company redeemed 25,000 common units for common shares, at their fair value of $0.3 million, and redeemed 49,074 common units for cash, at their fair value of $0.8 million.

Certain individuals and entities own common units in the Operating Partnership. A common unit and a share of Common Stock of the General Partner have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership. Common unitholders have the right to redeem their common

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units, subject to certain restrictions. The redemption is required to be satisfied in shares of Common Stock, cash, or a combination thereof, calculated as follows: one share of the General Partner’s Common Stock, or cash equal to the fair market value of a share of the General Partner’s Common Stock at the time of redemption, for each common unit. The General Partner, in its sole discretion, determines the form of redemption of common units (i.e., whether a common unitholder receives Common Stock, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock as opposed to cash, it is obligated to issue shares of its Common Stock to the redeeming unitholder. Regardless of the rights described above, the common unitholders may not put their units for cash to the General Partner or the Operating Partnership under any circumstances. When a unitholder redeems a common unit, noncontrolling interests in the Operating Partnership is reduced and Veris Residential, Inc. Stockholders’ equity is increased.

Noncontrolling Interests Ownership in Operating Partnership

As of March 31, 2026 and December 31, 2025, the noncontrolling interests common unit and LTIP unit holders owned 8.3 percent and 8.4 percent of the Operating Partnership, respectively.

NONCONTROLLING INTERESTS IN CONSOLIDATED JOINT VENTURES (applicable to General Partner and Operating Partnership)

The Company consolidates certain joint ventures in which it has ownership interests. Various entities and/or individuals hold noncontrolling interests in these ventures.

16. SEGMENT REPORTING

The Company operates as a single business segment, focusing on the ownership, operation and development of its multifamily real estate portfolio located in the United States. The chief operating decision maker, identified as the Chief Executive Officer, is regularly provided with financial reporting packages which include the financial statements presented herein.

The chief operating decision maker evaluates the performance of the Company on a consolidated basis, based upon consolidated net income (loss), to make decisions about the Company’s operations and resource allocation. Consolidated net income (loss) is used to monitor budget versus actual results, and in competitive analysis by benchmarking to the Company’s competitors. The significant expenses of the Company are presented within the Consolidated Statement of Operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements of Veris Residential, Inc. and Veris Residential, L.P. and the notes thereto (collectively, the “Financial Statements”). Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2: Significant Accounting Policies – to the Consolidated Financial Statements. Certain of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired. A property’s value is considered impaired when the expected undiscounted cash flows for a property are less than its carrying value. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. To the extent impairment has occurred, the impairment loss is measured as the excess of the carrying value of the property over the estimated fair value of the property. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

The Company generally considers assets (as identified by their disposal groups) to be held for sale when the transaction has received appropriate corporate authority, it is probable that the disposition will occur within one year and there are no significant contingencies relating to a sale. When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value. If the fair value of the assets, less estimated cost to sell, is less than the carrying value of the assets, an adjustment to the carrying value would be recognized and recorded within the Unrealized gains (losses) on disposition of rental property to reflect the estimated fair value of the assets. The Company will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.

In addition, on a periodic basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.

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Results From Operations: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025


(dollars in thousands)	Three Months Ended March 31,				Dollar Change		Percent Change
	2026		2025
Revenue from rental operations and other:
Revenue from leases	$	64,591	$	61,965	$	2,626	4.2	%
Parking income	3,459		3,749		(290)		(7.7)

Other income	1,518		1,324		194		14.7
Total revenues from rental operations	69,568		67,038		2,530		3.8

Property expenses:
Real estate taxes	7,756		9,212		(1,456)		(15.8)
Utilities	2,880		2,807		73		2.6
Operating services	10,662		10,993		(331)		(3.0)
Total property expenses	21,298		23,012		(1,714)		(7.4)

Non-property revenues:
Management fees	534		718		(184)		(25.6)
Total non-property revenues	534		718		(184)		(25.6)

Non-property expenses:
Property management	4,482		4,385		97		2.2
General and administrative	10,549		10,068		481		4.8
Transaction and merger related costs	10,486		308		10,178		3304.5
Depreciation and amortization	21,226		21,253		(27)		(0.1)

Land and other impairments, net	—		3,200		(3,200)		(100.0)
Total non-property expenses	46,743		39,214		7,529		19.2
Operating profit	2,061		5,530		(3,469)		(62.7)
Other (expense) income:
Interest expense	(17,871)		(22,960)		5,089		(22.2)

Interest and other investment income	102		25		77		308.0
Equity in earnings (losses) of unconsolidated joint ventures	460		3,842		(3,382)		(88.0)


Gain (loss) on disposition of developable land	—		(156)		156		(100.0)


Other income (expense), net	(283)		(105)		(178)		169.5
Total other (expense) income, net	(17,592)		(19,354)		1,762		(9.1)
Income (loss) from continuing operations before income tax expense	(15,531)		(13,824)		(1,707)		12.3
Provision for income taxes	(69)		(42)		(27)		64.3
Income (loss) from continuing operations after income tax expense	(15,600)		(13,866)		(1,734)		12.5
Discontinued operations:
Income (loss) from discontinued operations	—		136		(136)		(100.0)

Total discontinued operations, net	—		136		(136)		(100.0)
Net income (loss)	$	(15,600)	$	(13,730)	$	(1,870)	13.6	%

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Revenue from leases. Revenue from leases increased $2.6 million, or 4.2 percent, due primarily to an increase in market rental rates and the consolidation of Sable in April 2025, partially offset by the impact of multifamily properties sold during 2025.

Real estate taxes. Real estate taxes decreased $1.5 million, or 15.8 percent, due primarily to recognition of prior period real estate tax appeal refunds in the first quarter of 2026.

Transaction and merger related costs. Transaction and merger related costs increased $10.2 million, or 3,304.5 percent, due to legal and advisory costs incurred by the Company related to the Merger Agreement. See Note 1: Organization and Basis of Presentation to the Financial Statements.

Land and other impairments, net. During the first quarter of 2025, the Company recorded $3.2 million of impairments on a developable land parcel.

Interest expense. Interest Expense decreased $5.1 million, or 22.2 percent primarily due to the payoff of the 2024 Term Loan and various mortgage loans during 2025, and lower outstanding principal balance of the 2024 Revolving Credit Facility during 2026, partially offset by the consolidation of Sable in April 2025.

Equity in earnings (losses) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures decreased $3.4 million, or 88.0 percent due primarily to recognition of the Urby at Harborside tax credit of $2.6 million at share in the first quarter of 2025, as well as the disposition of the Company's interest in two unconsolidated joint ventures in 2025.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Overview

Liquidity is a measurement of the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and other general business needs. In addition to cash on hand, the primary sources of funds for short-term and long-term liquidity requirements, including working capital, distributions, debt service and additional investments, consist of: (i) borrowings under the revolving credit facility; (ii) proceeds from sales of real estate; and (iii) cash flow from operations. The Company believes these sources of financing will be sufficient to meet our short-term and long-term liquidity requirements.

The Company's cash flow from operations primarily consists of rental revenue which is the principal source of funds that is used to pay operating expenses, debt service, general and administrative expenses, operating capital expenditures, dividends, and transaction-related expenses. The Company expects to meet its short-term liquidity requirements generally through its working capital, which may include proceeds from the sales of rental properties and land, net cash provided by operating activities and draws from its revolving credit facility.

Cash Flows

Cash, cash equivalents and restricted cash decreased by $6.3 million to $23.1 million at March 31, 2026, compared to $29.4 million at December 31, 2025. This decrease is comprised of the following net cash flow items:

(1)$14.0 million provided by operating activities.

(2)$3.9 million used in investing activities, consisting primarily of the following:

(a)$4.4 million used for additions to rental property, improvements and other costs;

(b)$0.4 million used for the development of rental property and other related costs; and

(c)$0.8 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures.

(3)$16.4 million used in financing activities, consisting primarily of the following:

(a)$95.6 million used for repayments of mortgages, loans payable and other obligations;

(b)$8.5 million used for payment of common dividends and distributions;

(c)$5.1 million used for payment for taxes related to the net share settlement of stock compensation awards;

(d)$5.0 million used for repayments of the revolving credit facility;

(e)$0.8 million used for common unit redemptions;

(f)$0.3 million used for distributions to noncontrolling interests; and

(g)$99.0 million received from the borrowings from the revolving credit facility.

To maintain its qualification as a REIT under the IRS Code, the General Partner must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains. However, any such distributions, whether for federal income tax purposes or otherwise, would be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock dividends and distributions, and scheduled debt service on the Company’s debt. If and to the extent the Company retains and does not distribute any net capital gains, the General Partner will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.

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Dividends declared (on a per share basis) for the three months ended March 31, 2026 were as follows:


Date of Declaration	Date of Record	Date of Payment	Dividend Declared
March 4, 2026	March 31, 2026	April 10, 2026	$0.0800

The General Partner, as of the taxable year ended December 31, 2025, the most recent year for which tax returns have been filed, has net operating losses of $320.8 million and $47.2 million of capital loss carryovers.

Restrictions per the Merger Agreement

Pursuant to the terms of the Merger Agreement, the Company agreed to certain capital restrictions as we conduct our

business until the closing of the Merger Agreement, which includes, but is not limited to:

•Declaration and payment of the regular quarterly dividend for the quarter ending March 31, 2026, not to exceed $0.08 per share or unit. No additional dividends or distributions are permitted without the written consent of Parent, except as necessary to preserve the Company’s tax status as a real estate investment trust or to avoid the imposition of income or excise taxes;

•Certain equity activity is prohibited, including the issuance of additional securities, and splits or repurchases of any shares of the Company or its subsidiaries, with limited exceptions;

•No additional debt shall be incurred unless under certain specified circumstances;

•The Company will not make capital expenditures outside of those set forth in the Merger Agreement and normal, recurring capital expenditures necessary to fulfil obligations under existing contracts and agreements; and

•Restriction on the purchase, transfer, or disposition of any properties of Company, unless under certain defined circumstances as set forth in the Merger Agreement.

Debt Financing

Debt Strategy

The Company has historically utilized a combination of corporate and property-level indebtedness. The Company will seek to refinance or retire its debt obligations at maturity with available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property-level indebtedness on or before the applicable maturity dates.

Debt Summary

The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of March 31, 2026:


	Balance ($000’s)		% of Total		Weighted Average Interest Rate		Weighted Average Maturity in Years
Fixed Rate & Hedged Debt, including Revolving Credit Facility (a)	$	1,367,980	100.0	%	4.98	%	1.81



Unamortized deferred financing costs (b)	(6,641)
Total Debt, Net	$	1,361,339

(a)Includes debt with interest rate caps outstanding with a notional amount of $330.0 million.

(b)Excludes $3.0 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of March 31, 2026.

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Debt Maturities

Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of March 31, 2026 are as follows:


Period	Scheduled Amortization ($000’s)		Principal Maturities ($000’s)		Total ($000’s)		Weighted Avg. Effective Interest Rate of Future Repayments
2026	$	4,269	$	318,045	$	322,314	4.41	%
2027	3,658		388,377		392,035		4.36
2028	675		343,061		343,736		6.04
2029	648		309,247		309,895		5.18


Sub-total	9,250		1,358,730		1,367,980		4.98
Unamortized deferred financing costs (a)	(6,641)		—		(6,641)
Totals/Weighted Average	$	2,609	$	1,358,730	$	1,361,339	4.98	%

(a)Excludes $3.0 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of March 31, 2026.

Unencumbered Properties

As of March 31, 2026, the Company had five unencumbered properties with a carrying value of $272.8 million.

Equity Financing and Registration Statements

Access to Capital Markets

Since 2008, the General Partner maintained a shelf registration statement on Form S-3/ASR filed with the Securities and Exchange Commission (“SEC”) for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the General Partner, under which $100 million of shares of common stock were previously allocated for sale pursuant to the Company's ATM Program commenced in November 2023 and 133,759 shares have been sold, for gross proceeds of $2.1 million, as of March 31, 2026. No shares were sold pursuant to the ATM Program during the three months ended March 31, 2026. On February 23, 2026, this $2.0 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act and the Company terminated the ATM Program effective as of February 23, 2026, and as a result, no further shares may be issued.

Also since 2008, the General Partner and the Operating Partnership maintained a shelf registration statement on Form S-3/ASR filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities have been sold as of March 31, 2026. On February 23, 2026, this $2.5 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued.

As well-known season issuers, the General Partner and Operating Partnership are eligible to use Form S-3/ASR for the automatically effective registration of any amount and any class of equity or debt securities as the General Partner may deem necessary or appropriate at any time in the future.

Dividend Reinvestment and Stock Purchase Plan

The General Partner maintained a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock were reserved for future issuance. The DRIP previously provided for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permitted participants to make optional cash investments up to $5,000 a month without restriction and, if the General Partner waived this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the General Partner's effective registration

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statement on Form S-3/ASR filed with the SEC for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP. On February 23, 2026, the registration statement on Form S-3/ASR for the DRIP expired pursuant to Rule 415(a)(5) of the Securities Act and the Company terminated the DRIP effective as of February 23, 2026, and as a result, no further shares may be issued under the DRIP.

Share Repurchase Program

Off-Balance Sheet Arrangements

Unconsolidated Joint Venture Debt

The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company may agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of March 31, 2026, there was no outstanding balance of such debt which was guaranteed by the Company.

The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Consolidated Financial Statements.

Funds from Operations

Funds from operations (“FFO”) (available to common stock and unit holders) is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO can facilitate comparison of operating performance between equity REITs.

FFO should not be considered as an alternative to net income available to common shareholders as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact that not all real estate companies use the same definition. However, the Company’s FFO is comparable to the FFO of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“NAREIT”).

As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be the most comparable earnings measure to FFO, the following table presents a reconciliation of net income available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the three months ended March 31, 2026 and 2025 (in thousands):

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	Three Months Ended March 31,
	2026		2025
Net income (loss) available to common shareholders (a)	$	(14,008)	$	(10,699)
Add (deduct): Noncontrolling interests in Operating Partnership	(1,273)		(998)
Noncontrolling interests in discontinued operations	—		11
Real estate-related depreciation and amortization on continuing operations (b)	21,565		23,445






Funds from operations available to common stock and Operating Partnership unitholders	$	6,284	$	11,759

(a)Includes land impairment charges, after allocations to Noncontrolling interests in consolidated joint ventures, of zero and $3.2 million for the three months ended March 31, 2026 and 2025, respectively.

Also includes gains (losses) on disposition of developable land, after allocations to Noncontrolling interests in consolidated joint ventures, of zero and $(0.2) million for the three months ended March 31, 2026 and 2025, respectively.

These balances are included in the calculation to arrive at funds from operations as such charges relate to non-depreciable assets.

(b)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests of $0.5 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

Excludes non-real estate-related depreciation and amortization of $0.1 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

•the satisfaction or waiver of other conditions to closing in the Merger Agreement or the failure of the Mergers to close for any other reason;

•the occurrence of any change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the Merger Agreement;

•the outcome of the legal proceedings that may be instituted against the Company and others related to the Mergers and the Merger Agreement;

•unanticipated difficulties or expenditures relating to the Mergers, the response of competitors to the announcement and pendency of the Mergers, and potential difficulties in employee retention as a result of the announcement and pendency of the Mergers;

•the Company’s exclusive remedy against the counterparties to the Merger Agreement with respect to any breach of the Merger Agreement being to seek payment of the parent termination fee, which may not be adequate to cover the Company’s damages;

•the Company’s restricted ability to pay dividends beyond the quarterly dividend for the quarter ending March 31, 2026 pursuant to the Merger Agreement;

•unexpected costs, liabilities or delays involving the proposed Mergers;

•risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Mergers;

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•risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our residents and tenants;

•the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

•changes in the supply of and demand for our properties, as well as demand for services or amenities at our properties;

•our ability to attract, hire and retain qualified personnel;

•forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue and income;

•changes in operating costs;

•our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts;

•our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;

•our ability to lease or re-lease space at current or anticipated rents;

•our ability to complete construction and development activities on time and within budget, including without limitation, obtaining regulatory permits and the availability and cost of materials, labor and equipment;

•changes in governmental regulation, tax rates and similar matters, including rent stabilization laws or other housing laws and regulations; and

•other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.

For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

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Item 3. Quantitative And Qualitative Disclosures About Market Risk

The Company is exposed to market risk from its indebtedness primarily from changes in market interest rates. The Company monitors interest rate risk as an integral part of its overall risk management. The Company manages its exposure to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate.

As of March 31, 2026, the Company's indebtedness with an aggregate principal balance of $1.4 billion had an estimated aggregate fair value of $1.4 billion.

Changes in interest rates impact the fair value of the Company's fixed rate debt instruments, computed using current market yields. Approximately $1.1 billion of the Company’s long-term debt as of March 31, 2026 bears interest at fixed rates with a weighted average coupon of 4.90% and therefore the fair value of these instruments is affected by changes in market interest rates. If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of March 31, 2026 would be approximately $21.5 million lower or higher, respectively.

The effective interest rates on the Company’s $309.0 million variable rate debt hedged by interest-rate caps, as of March 31, 2026 ranged from SOFR plus 141 basis points to SOFR plus 222 basis points. Assuming interest-rate caps are not in effect as of March 31, 2026, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $3.1 million annually.

The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.


March 31, 2026 Debt, including current portion ($s in thousands)	2026	2027	2028	2029	Sub-total	Other (a) (b)	Total	Fair Value

Fixed Rate & Hedged Debt, including Revolving Credit Facility	$322,314	$392,035	$343,736	$309,895	$1,367,980	$(6,641)	$1,361,339	$1,386,757
Weighted Average Interest Rate	4.41%	4.36%	6.04%	5.18%			4.98%

(a)Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net as of March 31, 2026.

(b)Excludes $3.0 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of March 31, 2026.

While the Company has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, tenant vacancies or defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity, including its ability to pay its debt obligations.

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Item 4. Controls and Procedures

Veris Residential, Inc.

Disclosure Controls and Procedures. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has evaluated the effectiveness of the General Partner’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the General Partner’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the General Partner’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the General Partner in the reports that it files or submits under the Exchange Act.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the General Partner’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting.

Veris Residential, L.P.

Disclosure Controls and Procedures. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Operating Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the General Partner’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the Operating Partnership’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Operating Partnership in the reports that it files or submits under the Exchange Act.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

Part II – Other Information

Item 1. Legal Proceedings

As disclosed in Note 12: Commitments and Contingencies of the Consolidated Financial Statements in Part I, Item 1 of this report, we are engaged in certain legal proceedings, and the disclosure set forth in Note 12: Commitments and Contingencies relating to legal and other contingencies is incorporated herein by reference.

Item 1A. Risk Factors

The risk factors under the heading “Risks Relating to the Merger” set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025 of the General Partner and the Operating Partnership are hereby supplemented with the following additional risk factors:

The Merger is subject to approval of our stockholders as well as the satisfaction of other closing conditions, some or all of which may not be satisfied (or waived, if applicable) within the expected timeframe, if at all.

Completion of the Merger is subject to a number of closing conditions, including, among others, (i) approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the General Partner's common stock entitled to vote on the Merger Agreement, (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Merger and (iii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within our control and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). Additionally, under circumstances specified in the Merger Agreement, we or Parent may terminate the Merger Agreement. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to the Company, covenants to conduct its business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Directors to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). As a result, we cannot assure you that the Merger will be completed, even if the General Partner’s stockholders approve the Merger Agreement, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.

Pending litigation related to the Merger could result in substantial costs and may delay or prevent the Merger from being completed.

Lawsuits are often brought against public companies that have entered into merger agreements. Purported stockholders of the Company have threatened to filed, and may file in the future, lawsuits against the General Partner and/or the Board of Directors in connection with the Merger. Even if the lawsuits are without merit, defending against these claims can result in substantial costs to us and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed.

If the Merger is completed, our stockholders will forgo potential future appreciation in the Company's value.

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If the Merger is consummated, the Company will no longer exist as an independent public company and the General Partner’s existing stockholders will not participate in any potential future appreciation in the value of the General Partner’s common stock. Such potential future appreciation depends on the Company’s future performance, and that the Company’s business plan is based, in part, on projections for a number of variables that are difficult to project and subject to a high level of uncertainty and volatility, including real estate values, interest rates, ongoing operating costs and necessary capital expenditures. Additionally, the receipt of the cash consideration in the Merger would be taxable to our U.S. shareholders for U.S. federal income tax purposes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)COMMON STOCK

During the three months ended March 31, 2026, the Company issued 25,000 shares of common stock to holders of

common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to

Section 4(a)(2) of the Securities Act. The holders of the common units were limited partners of the Operating Partnership

and accredited investors under Rule 501 of the Securities Act. The common units were redeemed for an equal number of

shares of common stock. The Company has registered the resale of such shares under the Securities Act.

(b)None.

(c)SHARE REPURCHASE PROGRAM

During the three months ended March 31, 2026, the Company did not repurchase any shares under its $100 million share repurchase program.

Item 3. Defaults Upon Senior Securities

(a)Not Applicable.

(b)Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

(a)Not Applicable

(b)Not Applicable.

(c)None.

Item 6. Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

EXHIBIT INDEX


Exhibit Number						Exhibit Title

2.1						Agreement and Plan of Merger, dated February 23, 2026, by and among Veris Residential, Inc., Veris Residential, L.P., AC Residential Acquisition LP, AC Residential REIT LLC and AC Residential OP LP (filed as Exhibit 2.1 to the Company’s Form 8-K dated February 23, 2026 and incorporated herein by reference).

10.1#						Amendment No. 1, dated February 22, 2026, to the Amended and Restated Executive Employment Agreement, dated March 8, 2024, by and between Veris Residential, Inc., Veris Residential UK Ltd. and Mahbod Nia (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026 and incorporated herein by reference).

10.2#						Amendment No. 1, dated February 22, 2026, to the Amended and Restated Executive Employment Agreement, dated June 9, 2021, by and between Veris Residential, Inc., Veris Residential UK Ltd. and Annal Malhari (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026 and incorporated herein by reference).

10.3#						Amendment No. 1, dated February 22, 2026, to the Executive Employment Agreement dated January 11, 2022, by and between Veris Residential, Inc. and Amanda Lombard (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026 and incorporated herein by reference).

10.4#						Amendment No. 1, dated February 22, 2026, to the Executive Employment Agreement dated March 25, 2022, by and between Veris Residential, Inc. and Taryn Fielder (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026 and incorporated herein by reference).

31.1*						Certification of the General Partner’s Chief Executive Officer, Mahbod Nia, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

31.2*						Certification of the General Partner’s Chief Financial Officer, Amanda Lombard, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

31.3*						Certification of the General Partner’s Chief Executive Officer, Mahbod Nia, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

31.4*						Certification of the General Partner’s Chief Financial Officer, Amanda Lombard, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

32.1*						Certification of the General Partner’s Chief Executive Officer, Mahbod Nia and the General Partner’s Chief Financial Officer, Amanda Lombard, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

32.2*						Certification of the General Partner’s Chief Executive Officer, Mahbod Nia and the General Partner’s Chief Financial Officer, Amanda Lombard, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

101.1*						The following financial statements from Veris Residential, Inc. and Veris Residential, L.P. from their combined Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) Consolidated Statements of Changes in Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).

104.1*						The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

* filed herewith

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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Veris Residential, Inc.
			(Registrant)

Date:	April 22, 2026	By:	/s/ Mahbod Nia
			Mahbod Nia
			Chief Executive Officer
			(principal executive officer)

Date:	April 22, 2026	By:	/s/ Amanda Lombard
			Amanda Lombard
			Chief Financial Officer
			(principal financial officer and principal accounting officer)

			Veris Residential, L.P.
			(Registrant)
			By: Veris Residential, Inc.
			its General Partner

Date:	April 22, 2026	By:	/s/ Mahbod Nia
			Mahbod Nia
			Chief Executive Officer
			(principal executive officer)

Date:	April 22, 2026	By:	/s/ Amanda Lombard
			Amanda Lombard
			Chief Financial Officer
			(principal financial officer and principal accounting officer)