ORGANIZATION AND BASIS OF PRESENTATION |
12 Months Ended |
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Dec. 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND BASIS OF PRESENTATION |
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 91.6 and 91.5 percent common unit interest in the Operating Partnership as of December 31, 2025 and 2024, 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 December 31, 2025, 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 assets, plus 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 (the “Partnership Merger” and, together with the Merger, the “Mergers”). Parent and the Merger Subs are affiliates of investment funds managed by Affinius Capital LLC (“Affinius”), GIC Real Estate Inc. (“GIC”) and Vista Hill Partners, LLC (“Vista Hill”, together with Affinius and GIC, 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 (each such Share referred to in clauses (a) and (b), an “Excluded Share” and, collectively, the “Excluded Shares”)), 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 Current Report on Form 8-K as filed with the SEC on February 23, 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: 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.
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.
During the year ended December 31, 2025, the Company sold the developable land parcel, PI South - Building 2,
owned through a consolidated joint venture and VIE. See Note 3: Investments in Rental Property - Dispositions of Rental
Properties and Developable Land for additional information.
As of December 31, 2025 and 2024, 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 $397.2 million and $442.4 million, respectively, other assets of $6.9 million and $5.6 million, respectively, mortgages of $281.8 million and $284.1 million, respectively, and other liabilities of $15.5 million and $15.2 million, respectively.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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.
During the year ended December 31, 2023, the Company identified and recorded out-of-period adjustments related to stock-based compensation expenses incurred in prior years. These adjustments were deemed not material to our consolidated financial statements for any periods presented resulting in an increase of $2.9 million and $0.6 million in General and Administrative and Operating Services, respectively, with a corresponding increase of Additional paid-in capital.
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