Quarterly report [Sections 13 or 15(d)]

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

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VERIS RESIDENTIAL, INC. STOCKHOLDERS’ EQUITY AND VERIS RESIDENTIAL, L.P.’S PARTNERS’ CAPITAL
 6 Months Ended
Jun. 30, 2025
Stockholders' Equity Note [Abstract]  
VERIS RESIDENTIAL, INC. STOCKHOLDERS’ EQUITY AND VERIS RESIDENTIAL, L.P.’S PARTNERS’ CAPITAL 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 and six months ended June 30, 2025 and 2024, respectively (dollars in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Opening Balance $ 1,080,486 $ 1,132,231 $ 1,099,391 $ 1,137,478
Net income (loss) available to common shareholders 10,904  2,922 205  (981)
Shares issued under ATM Program, net —  1,886  — 1,831
Common stock distributions (7,624) (5,610) (15,174) (10,594)
Redemption of common units for common stock 30  113  539  113 
Shares issued under Dividend Reinvestment and Stock Purchase Plan 1 3 3 4
Directors' deferred compensation plan 116 99 214 198
Stock Compensation 2,742 3,199 6,064 7,399
Cancellation of common stock (390) (1,807) (4,313) (3,341)
Other comprehensive income (loss) (81) (766) (1,092) 232
Rebalancing of ownership percent between parent and subsidiaries (89) 154 258 85
Balance at June 30 $ 1,086,095 $ 1,132,424 $ 1,086,095 $ 1,132,424
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
The Company has a continuous “at-the-market” offering program (“ATM Program”) 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 June 30, 2025, 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 and six months ended June 30, 2025.
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 and six months ended June 30, 2025, the Company did not repurchase any shares.
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 Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance 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 June 30, 2025, 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 six months ended June 30, 2025 and 2024. The Company has a policy of issuing new shares to satisfy stock option exercises.
As of June 30, 2025 and December 31, 2024, the stock options outstanding had a weighted average remaining contractual life of approximately 3.2 years and 2.6 years, respectively.
The Company recognized stock compensation expense related to stock options of $17 thousand and $0.1 million for the three months ended June 30, 2025 and 2024, respectively and $0.1 million and $0.4 million for the six months ended June 30, 2025 and 2024, 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, the Company issued RSAs to non-employee members of the Board of Directors, of which 68,328 unvested RSAs were outstanding at June 30, 2025.
The Company recognized stock compensation expense related to RSAs of $0.3 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.6 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025, the Company had $1.0 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 0.9 years.
All currently outstanding and unvested RSAs provided to the non-employee members of the Board of Directors were issued under the 2024 Plan.
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 June 30, 2025, there are 752,911 TRSUs outstanding and unvested.
Additionally, in April 2022, the General Partner granted 59,707 TRSUs subject to time-vesting conditions, vesting over three years, to three executive officers as “inducement awards” intended to comply with New York Stock Exchange Rule 303A.08. As of June 30, 2025, all TRSUs classified as inducement awards have vested.
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 June 30, 2025, there are 818,742 PRSUs 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 June 30, 2025, there are 797,057 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.
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 $2.4 million and $2.9 million for the three months ended June 30, 2025 and 2024, respectively and $5.3 million and $6.5 million for the six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025, the Company had $13.6 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 2.2 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, 2024 Plan or as inducement awards.
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 June 30, 2025 and 2024, deferred stock units earned were 7,220 and 6,951, respectively. During the six months ended June 30, 2025 and 2024, 13,540 and 14,060 deferred stock units were earned, respectively. As of June 30, 2025 and December 31, 2024, there were 117,855 and 104,315 deferred stock units outstanding, respectively.
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 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 and six months ended June 30, 2025 and 2024 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):
Veris Residential, Inc.:
Three Months Ended
June 30,		 Six Months Ended
June 30,
Computation of Basic EPS 2025 2024 2025 2024
Income (loss) from continuing operations after income tax expense $ 11,870  $ 1,316  $ (1,996) $ (4,953)
Add (deduct): Noncontrolling interests in consolidated joint ventures 149  543  2,274  1,038 
Add (deduct): Noncontrolling interests in Operating Partnership (1,009) (153) (11) 370 
Add (deduct): Redeemable noncontrolling interests (81) (81) (162) (378)
Income (loss) from continuing operations available to common shareholders $ 10,929  $ 1,625  $ 105  $ (3,923)
Income (loss) from discontinued operations available to common shareholders (25) 1,297  100  2,942 
Net income (loss) available to common shareholders for basic earnings per share $ 10,904  $ 2,922  $ 205  $ (981)
Weighted average common shares 93,392  92,663  93,227  92,469 
Basic EPS:
Income (loss) from continuing operations available to common shareholders $ 0.12  $ 0.02  $ —  $ (0.04)
Income (loss) from discontinued operations available to common shareholders —  0.01  —  0.03 
Net income (loss) available to common shareholders $ 0.12  $ 0.03  $ 0.00  $ (0.01)
Three Months Ended
June 30,		 Six Months Ended
June 30,
Computation of Diluted EPS 2025 2024 2025 2024
Net income (loss) from continuing operations available to common shareholders $ 10,929  $ 1,625  $ 105  $ (3,923)
Add (deduct): Noncontrolling interests in Operating Partnership 1,009  153  11  (370)
Income (loss) from continuing operations for diluted earnings per share $ 11,938  $ 1,778  $ 116  $ (4,293)
Income (loss) from discontinued operations for diluted earnings per share (27) 1,419  109  3,219 
Net income (loss) available for diluted earnings per share $ 11,911  $ 3,197  $ 225  $ (1,074)
Weighted average common shares 102,259  101,952  102,164  101,160 
Diluted EPS:
Income (loss) from continuing operations available to common shareholders $ 0.12  $ 0.02  $ —  $ (0.04)
Income (loss) from discontinued operations available to common shareholders —  0.01  —  0.03 
Net income (loss) available to common shareholders $ 0.12  $ 0.03  $ —  $ (0.01)
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
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Basic EPS shares 93,392  92,663  93,227  92,469 
Add: Operating Partnership – common and vested LTIP units 8,619  8,689  8,625  8,691 
Add: Dilutive effect of stock-based compensation awards 248  600  312  — 
Diluted EPS Shares 102,259  101,952  102,164  101,160 
Veris Residential, L.P.:
Three Months Ended
June 30,		 Six Months Ended
June 30,
Computation of Basic EPU 2025 2024 2025 2024
Income (loss) from continuing operations after income tax expense $ 11,870  $ 1,316  $ (1,996) $ (4,953)
Add (deduct): Noncontrolling interests in consolidated joint ventures 149  543  2,274  1,038 
Add (deduct): Redeemable noncontrolling interests (81) (81) (162) (378)
Income (loss) from continuing operations available to unitholders $ 11,938  $ 1,778  $ 116  $ (4,293)
Income (loss) from discontinued operations available to unitholders (27) 1,419  109  3,219 
Net income (loss) available to common unitholders for basic earnings per unit $ 11,911  $ 3,197  $ 225  $ (1,074)
Weighted average common units 102,011  101,352  101,852  101,160 
Basic EPU:
Income (loss) from continuing operations available to unitholders $ 0.12  $ 0.02  $ 0.00  $ (0.04)
Income (loss) from discontinued operations available to unitholders 0.00  0.01  0.00  0.03 
Net income (loss) available to common unitholders for basic earnings per unit $ 0.12  $ 0.03  $ 0.00  $ (0.01)
Three Months Ended
June 30,		 Six Months Ended
June 30,
Computation of Diluted EPU 2025 2024 2025 2024
Income (loss) from continuing operations available to common unitholders $ 11,938  $ 1,778  $ 116  $ (4,293)
Income (loss) from discontinued operations for diluted earnings per unit (27) 1,419  109  3,219 
Net income (loss) available to common unitholders for diluted earnings per unit $ 11,911  $ 3,197  $ 225  $ (1,074)
Weighted average common unit 102,259  101,952  102,164  101,160 
Diluted EPU:
Income (loss) from continuing operations available to common unitholders $ 0.12  $ 0.02  $ 0.00  $ (0.04)
Income (loss) from discontinued operations available to common unitholders 0.00  0.01  0.00  0.03 
Net income (loss) available to common unitholders $ 0.12  $ 0.03  $ 0.00  $ (0.01)
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
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Basic EPU units 102,011  101,352  101,852  101,160 
Add: Dilutive effect of stock-based compensation awards 248  600  312  — 
Diluted EPU Units 102,259  101,952  102,164  101,160