Form 8-K

8-K — Veris Residential, Inc.

Accession: 0001104659-26-062482

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0000924901

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Documents

8-K — tm2614723d1_8k.htm (Primary)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 15, 2026

Veris Residential, Inc.

(Exact name of registrant as specified in its charter)

Maryland

1-13274

22-3305147

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(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)

Registrant’s telephone number, including

area code: (732) 590-1010

Not Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01. Other Events

As previously announced, on

February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”), entered

into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms,

the “Merger Agreement”), by and among the Company, 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,” and together with Merger Sub I, the “Merger Subs”), and Veris Residential, L.P., a Delaware

limited partnership and the operating partnership of the Company (the “Company Partnership”), pursuant to which, among other

things, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving

entity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership Merger,”

and together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the

Partnership Merger (the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

On March 25, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) its preliminary proxy

statement on Schedule 14A relating to the special meeting of Veris stockholders to be held on May 21, 2026 (the “Preliminary

Proxy Statement”), to, among other things, vote on a proposal to approve the Mergers and the other Transactions. The Company subsequently

filed, on April 10, 2026, a definitive proxy statement, which the Company first mailed to its stockholders on or about April 10,

2026 (the “Definitive Proxy Statement”).

Litigation and Stockholder Demands related to the Definitive

Proxy Statement

Between April 29, 2026

and May 15, 2026, three complaints were filed by purported stockholders of the Company: (i) McDaniel v. Veris Residential, Inc.,

et al., Index No. 652548/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); (ii) Scott v. Veris Residential, Inc.,

et al., Index No. 652543/2026 (N.Y. Sup. Ct., N.Y. Cnty., filed Apr. 29, 2026); and (iii) Garfield v. Cumenal,

et al., Docket No. HUD-C-000077-26 (N.J. Super. Ct. Ch. Div., Hudson Cnty., filed May 5, 2026) (collectively, the “State

Court Complaints”). The State Court Complaints name the Company and the members of its board of directors (the “Board of Directors”)

as defendants, and the Garfield action additionally names the Company Partnership, Affinius Capital Advisors LLC, Vista Hill Partners,

LLC, Parent, Merger Sub I and Merger Sub II as defendants. The McDaniel and Scott actions assert claims for negligence,

negligent misrepresentation, and concealment under New York common law, and the Garfield action asserts claims for breach of fiduciary

duty, aiding and abetting breach of fiduciary duty, and failure to disclose under Maryland law, and for violation of New Jersey state

securities laws, in each case in connection with the filing of the Definitive Proxy Statement and generally alleging that the Definitive

Proxy Statement contains materially incomplete and/or misleading information. The State Court Complaints seek, among other things, to

enjoin or rescind the Transactions and request an award of attorneys’ fees, experts’ fees, and damages in unspecified amounts.

As of May 15, 2026,

the Company had also received 14 stockholder demand letters (the “Stockholder Demands”), which similarly allege that the

Preliminary Proxy Statement or Definitive Proxy Statement contain materially incomplete and/or misleading information and demand the disclosure

of additional information.

The Company and the defendants

deny the allegations in the State Court Complaints and the Stockholder Demands and deny any alleged violation of law or legal or equitable

duty. The Company and the defendants believe that the State Court Complaints and the Stockholder Demands are without merit and that no

further disclosure is required under applicable law. Nonetheless, to avoid the risk of the State Court Complaints or the Stockholder Demands

delaying or otherwise adversely affecting the Transactions and to minimize the costs, risks and uncertainties inherent in litigation,

and without admitting any liability or wrongdoing, the Company has determined to voluntarily amend and supplement the Definitive Proxy

Statement as described in this Current Report on Form 8-K (the “Supplemental Disclosure”) for the purpose of mooting

any alleged disclosure issues, as set forth herein.

Supplemental Disclosures to the Definitive Proxy Statement

Nothing in this Current Report

on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of the Supplemental Disclosures

set forth herein. The Supplemental Disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read

in its entirety. Page references in the below disclosures are to pages in the Definitive Proxy Statement, and defined terms

used but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs

from or conflicts with the information contained in the Definitive Proxy Statement, the information set forth below shall be deemed to

supersede the respective information in the Definitive Proxy Statement. Capitalized terms used but not defined herein have the meanings

set forth in the Definitive Proxy Statement, unless otherwise defined below. For clarity, new text within restated paragraphs from the

Definitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive

Proxy Statement is highlighted with strikethrough text.

The section of the Definitive Proxy Statement entitled “The

Mergers – Background of the Mergers” is amended and supplemented as follows:

The second paragraph under the subheading “Background

of the Mergers” on page 35 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined

and bolded disclosures on such page:

“In June 2020,

the Board established the SRC, consisting of Board members A. Akiva Katz as Chairperson, Frederic Cumenal, Tammy K. Jones and Mahbod Nia,

the current Chief Executive Officer of the Company. At the time of its formation, the Board determined that the mandate of the SRC would

be to evaluate all options available to the Company in order to unlock stockholder value, and not solely to review and evaluate any outside

interest that might be received by the Board. The formation of the SRC was not prompted by any actual or potential conflicts of

interest.”

The fourth paragraph under the subheading “Background

of the Mergers” on page 35 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined

and bolded disclosures on such page:

“On June 10,

2025, Affinius and Vista Hill Partners, LLC (“Vista Hill,” and together with Affinius, the “Buyer Group”) submitted

an unsolicited non-binding proposal to acquire all of the outstanding Shares at $17.25 per Share in cash, representing an approximately

13.6% premium to the Company’s closing Share price of $15.19 on June 9, 2025 (the “June 10 Proposal”). The

June 10 Proposal (and all later revised proposals) stated that, based on the Buyer Group’s discussions with representatives

of The Mack Group, a group of stockholders of the Company beneficially owning Shares and/or limited partnership units in the Company Partnership

representing approximately 8% of the outstanding Shares (on an as-exchanged basis), the Buyer Group understood that The Mack Group was

supportive in principle of the potential transaction and would be interested in rolling over most (if not all) of their equity in the

Company and/or the Company Partnership in a potential transaction. The June 10 Proposal further stated that the Buyer Group was prepared

to enter into a customary nondisclosure agreement with the Company and expeditiously complete its confirmatory due diligence of the Company.

In addition, the June 10 Proposal (and all later revised proposals) requested that the Company enter into an exclusivity agreement

with the Buyer Group. The June 10 Proposal did not include any proposals regarding post-closing employment arrangements or

the participation in the equity of the surviving company for any members of the Board or the Company’s executive officers.”

The fourth full paragraph on page 37 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On September 5,

2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.00 per Share in cash, representing

an approximately 13.3% premium to the Company’s closing Share price of $15.89 on September 4, 2025 (the “September 5

Proposal”). The September 5 Proposal did not include any proposals regarding post-closing employment arrangements or

the participation in the equity of the surviving company for any members of the Board or the Company’s executive officers.”

The tenth full paragraph on page 37 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On October 29,

2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.65 per Share in cash, representing

an approximately 30.4% premium to the Company’s closing Share price of $14.30 on October 29, 2025 (the “October 29

Proposal”). The October 29 Proposal did not include any proposals regarding post-closing employment arrangements or the

participation in the equity of the surviving company for any members of the Board or the Company’s executive officers.”

The fourth full paragraph on page 38 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On November 16,

2025, Party A submitted a non-binding proposal to acquire all of the outstanding Shares at $17.50 per Share in cash, representing an approximately

15.7% premium to the Company’s closing Share price of $15.13 on November 14, 2025. The proposal did not include any proposals

regarding post-closing employment arrangements or the participation in the equity of the surviving company for any members of the Board

or the Company’s executive officers.”

The second paragraph on page 39 of the Definitive

Proxy Statement is amended and supplemented by deleting the last sentence and replacing it with the following underlined and bolded disclosures

on such page:

“On December 2,

2025, the SRC held a meeting attended by members of the Company’s management and representatives of J.P. Morgan and Morgan Stanley.

At the meeting, the SRC received updates on the market check and discussed the proposals received to date by the Buyer Group and Party

A. The SRC also discussed the December 1 Letter, and did not conclude that any changes in the market check were necessary at

that time, as the SRC believed that the current process, conducted with the assistance of the Company’s financial advisors, had

already been designed to reach the likely interested parties and that the disruption of a public announcement could potentially compromise

the process.”

The third paragraph on page 39 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On December 5,

2025, Party A submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.05 per Share in cash, representing

an approximately 23.9% premium to the Company’s closing Share price of $14.57 on December 4, 2025. The revised proposal

did not include any proposals regarding post-closing employment arrangements or the participation in the equity of the surviving company

for any members of the Board or the Company’s executive officers.”

The sixth full paragraph on page 39 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On December 17,

2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $18.80 per Share in cash, representing

an approximately 27.0% premium to the Company’s closing Share price of $14.80 on December 17, 2025 (the “December 17

Proposal”). The December 17 Proposal did not include any proposals regarding post-closing employment arrangements or

the participation in the equity of the surviving company for any members of the Board or the Company’s executive officers.”

The twelfth full paragraph on page 39 of

the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“Also on December 30,

2025, the Buyer Group submitted a revised non-binding proposal to acquire all of the outstanding Shares at $19.00 per Share in cash, representing

an approximately 26.6% premium to the Company’s closing Share price of $15.01 on December 29, 2025 (the “December 30

Proposal”). The December 30 Proposal requested that the Company enter an exclusivity agreement with the Buyer Group. The

December 30 Proposal did not include any proposals regarding post-closing employment arrangements or the participation in the equity

of the surviving company for any members of the Board or the Company’s executive officers.”

The second paragraph on page 41 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“On February 16,

2026, the Board held a special meeting attended by members of the Company’s management and representatives of J.P. Morgan, Morgan

Stanley and Weil. The representatives of Weil provided an overview of the fiduciary duties of the Board members under Maryland law, and

reviewed the key terms of, and remaining open issues in, the Merger Agreement. Representatives of J.P. Morgan and Morgan Stanley reviewed

for the Board the financial terms of the transaction, including the sources and uses of funds for the proposed transaction and their preliminary

valuation analyses of the proposed Merger Consideration, noting that the price of $19.00 per Share in cash represented an approximately

23% premium to the unaffected Share price as of February 4, 2026 (the last trading day prior to the filing of the Erez Schedule 13D).

During the meeting, the Board, together with its financial advisors, engaged in a discussion of the strategic alternatives available to

the Company, including whether a liquidation of Company assets had the potential to generate greater value for stockholders than a sale

of the Company as a whole. Following such discussion, the Board determined that, in light of current market conditions and the results

of the market check to date, a sale of the Company as a whole pursuant to the proposed transaction represented the path most likely to

maximize value for the Company's stockholders as compared to the other strategic alternatives considered. Representatives of J.P.

Morgan and Morgan Stanley also reported on recent developments related to other potential interested parties, including that Party A had

indicated that it would not increase its prior offer to $19.00 per Share in cash and that no other party had expressed an interest in

making an offer. At the conclusion of the meeting, the Board instructed its advisors to continue to pursue the proposed transaction with

the Buyer Group.”

The section of the Definitive Proxy Statement

entitled “The Mergers – Certain Financial Projections Utilized in Connection with the Mergers” is amended and supplemented

as follows:

The list below the first full paragraph under

the subheading “Company Projections” on page 47 of the Definitive Proxy Statement is amended and supplemented in its

entirety as follows on such page:

(in millions, except per share data)

2026E

2027E

2028E

2029E

2030E

Multi-Family

NOI(1)

194

196

202

208

214

Commercial NOI(2)

Total Property NOI(3)

197

199

205

211

217

Core FFO(4)

101

Core FFO/share(5)

0.81

0.80

0.77

0.86

0.95

EBITDA(6)

152

153

156

162

168

Capital Expenditures

(11

)

(10

)

Renovation Capital

(20

)

Net Proceeds from Dispositions

121

Unlevered FCF(7)

242

141

148

153

159

(1) “Multi-Family NOI” means net

operating income from the Company’s multifamily residential portfolio.

(2) “Commercial NOI” means net operating income from

the Company’s retail condos and garages.

(3) “Total Property NOI” means Multi-Family NOI plus

Commercial NOI.

(4) “Core FFO” means Core Funds

from Operations and equals Total Property NOI minus interest expense, minus core general & administrative

expense, minus core property management expense, plus corporate and other income, minus distributions paid.

(5) “Core FFO/share” means Core FFO divided

by fully diluted shares outstanding.

(6) “EBITDA” means earnings before interest,

taxes, depreciation and amortization.

(7) “Unlevered

FCF” means Unlevered Free Cash Flow, which is calculated as EBITDA minus capital expenditures, minus renovation

capital, plus net proceeds from dispositions.

The second paragraph on page 50 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“Using publicly available information,

J.P. Morgan calculated, for each selected company, the multiples of the closing price per share for such selected company as of February 19,

2026 (and with respect to the Company, as of February 4, 2026) to the consensus equity research analyst estimates for such selected

company’s funds from operations (the “FFO”) per share for fiscal years 2026E (the “P/2026E FFO Multiple”).

The results of these calculations are summarized as follows:

P/2026E FFO Multiple

Avalon Bay Communities

15.5x

Camden Property Trust

16.1x

Essex Property Trust, Inc.

15.8x

Equity Residential

15.4x

Mid-America Apartments

15.7x

UDR, Inc.

14.8x

Veris Residential, Inc.

21.7x

”

The fifth paragraph on page 50 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“Using publicly

available information (and with respect to the Company, information provided by management of the Company), J.P. Morgan calculated, for

each selected company, the ratio between such selected company’s estimated cash net operating income for the twelve-month period

following September 30, 2025 (and with respect to the Company, December 31, 2025) and such selected company’s implied

real estate value as of September 30, 2025 (and with respect to the Company, December 31, 2025) (such ratio, the “Implied

Cap Rate”). The results of these calculations are summarized as follows:

Implied Cap Rate

Avalon Bay Communities

6.2%

Camden Property Trust

6.0%

Essex Property Trust, Inc.

5.7%

Equity Residential

6.1%

Mid-America Apartments

6.2%

UDR, Inc.

6.4%

Veris Residential, Inc.

6.0%

”

The sixth paragraph on page 50 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“Based on

the results of this analysis, J.P. Morgan selected an Implied Cap Rate reference range for the Company of 5.75% to 6.50%. J.P. Morgan

then applied such Implied Cap Rate reference range to an estimate of the Company’s cash net operating income of $190 million

(post management fee expenses and excluding adjustments for planned asset sales in 2026E) for the next twelve months following

December 31, 2025 based on the financial projections, to derive a range of implied real estate values for the Company. The range

of implied real estate values was then adjusted by subtracting net debt and other adjustments for the Company of $1,421 million

as of December 31, 2025, based on the financial projections, and dividing the result by the fully diluted number of the Shares outstanding

of approximately 105.0 million to 105.5 million as of December 30, 2025, as provided by the management of the Company.”

The eighth paragraph on page 50 of the Definitive

Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

“J.P. Morgan

conducted a discounted cash flow analysis of the Company for the purpose of determining an implied equity value per share for the Shares

using the unlevered free cash flows that the Company is expected to generate during calendar years 2026 through 2030 based on the

financial projections. J.P. Morgan calculated a range of terminal values for the Company at the end of such period by applying terminal

growth rates ranging from 2.25% to 2.75 % to the unlevered free cash flows of the Company during the terminal year of $163 million

based on the financial projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values

to present value as of December 31, 2025 using a range of discount rates from 6.75% to 7.25%, which was chosen by J.P. Morgan based

upon an analysis of the weighted average cost of capital of the Company derived using the capital asset pricing model

and J.P. Morgan’s professional judgment and experience. The present value of the unlevered free cash flow estimates and

range of terminal values were then adjusted by subtracting net debt and other adjustments for the Company of $1,421 million

as of December 31, 2025, based on the financial projections and dividing the result by the fully diluted number of the Shares outstanding

of approximately 105.0 million to 105.5 million as of December 30, 2025, as provided by the management of the Company.

The analysis indicated a range of implied per share equity value for the Shares (rounded to the nearest $0.25) of $16.00 to $22.50, as

compared to the Merger Consideration of $19.00, the unaffected closing price of the Shares as of February 4, 2026 (the last trading

day prior to the filing of the Erez Schedule 13D) of $15.42 per Share and the closing price of the Shares as of February 19,

2026 of $16.85. For purposes of its discounted cash flow analysis, J.P. Morgan treated stock-based compensation as a cash expense.”

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Comparable Public Companies Analysis ” is amended and

supplemented as follows:

The first full paragraph under the subheading

“Comparable Public Companies Analysis” on page 54 of the Definitive Proxy Statement is amended and supplemented by adding

the following underlined and bolded disclosures and removing the strikethrough text on such page:

Morgan Stanley reviewed

and compared certain publicly available and internal financial information, publicly available and internal ratios and publicly available

market multiples relating to the Company with equivalent publicly available data for companies that were determined to be the most

relevant to its analysis based on sharing share similar business characteristics with the Company as publicly

listed multifamily REITS to derive an implied equity value reference range for the Company. Morgan Stanley reviewed the following

publicly-traded companies (which are referred to as “selected companies”): AvalonBay Communities, Inc., Camden Property

Trust, Equity Residential, Essex Property Trust, Inc., Mid-America Apartment Communities, Inc., and UDR, Inc.

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Discounted Cash Flow Analysis” is amended and supplemented

as follows:

The first paragraph under the subheading “Discounted

Cash Flow Analysis” on page 55 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined

and bolded disclosures on such page:

Morgan Stanley performed a discounted cash flow analysis,

which is designed to imply a value of a company by calculating the present value of estimated future unlevered free cash flows and terminal

value of the company. The “unlevered free cash flows” or “free cash flows” refer to a calculation of the future

cash flows of an asset without including, in such calculation, any debt-servicing costs. The present value of a terminal value, representing

the value of unlevered free cash flows beyond the end of the forecast period, is added to arrive at a total aggregate value. Outstanding

debt of approximately $1.426 billion and preferred equity of approximately $9 million are subtracted and outstanding cash of approximately

$14 million is added to arrive at an equity value. The implied equity value is then divided by the estimated number of fully diluted Shares

of 104,901,918 Shares as of February 20, 2026, in order to arrive at an implied per share equity value for the Shares. For

purposes of its discounted cash flow analysis, Morgan Stanley treated stock-based compensation as a cash expense.

The second paragraph under the subheading “Discounted

Cash Flow Analysis” on page 55 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined

and bolded disclosures on such page:

Morgan Stanley calculated ranges of implied per share equity

values for the Shares based on a discounted cash flow analysis utilizing the Company Projections. The unlevered free cash flows from January 1,

2026 through the end of 2030 were discounted to present value using a range of discount rates from 6.7% to 7.8% representing the Company’s

weighted average cost of capital, estimated using the capital asset pricing model method and based on considerations Morgan Stanley deemed

relevant, taking into account macro-economic assumptions, estimates of risk, the Company’s capital structure and other appropriate

factors.

The first full paragraph on page 56 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures on such page:

Morgan Stanley then calculated a range

of implied terminal values of the Company, as of December 31, 2030 by applying a range of implied exit capitalization rates of 5.5%

to 6.0%, which was chosen based on Morgan Stanley’s professional judgment, to the forecasted adjusted stabilized net operating income

of the Company for the year ended December 31, 2031 of $216 million. The implied terminal enterprise value of the Company

was then discounted to present value using a range of the Company’s weighted average cost of capital as the discount rate. This

present value of the implied terminal value of the Company was then added to the implied present value of the unlevered free cash flows

as described above, subtracting outstanding debt of approximately $1.426 billion and preferred equity of approximately $9 million

and adding outstanding cash of approximately $14 million as of the year ended December 31, 2025, and dividing by the estimated

number of fully diluted Shares of 104,901,918 Shares as of February 20, 2026, all as provided by the Company’s management,

to derive an implied per share equity value reference range for the Shares.

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Other Information” is amended and supplemented as follows:

The paragraph under the subheading “Other

Information” on page 56 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and

bolded disclosures and removing the strikethrough text on such page:

Morgan Stanley observed certain additional

factors that were provided as supplemental reference data for informational purposes to assist the Board in connection with its

analysis. These additional factors were not considered part of Morgan Stanley’s financial analyses with respect to its opinion

because the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its

written opinion letter dated February 23, 2026 (including Comparable Public Companies Analysis and Discounted Cash Flow Analysis)

were deemed by Morgan Stanley, in its professional judgment, to provide a sufficient basis for rendering the opinion. but

were referenced for informational purposes, including the following:

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Research Analyst Price Targets” is amended and supplemented

as follows:

The paragraph under the subheading “Research

Analyst Price Targets” on page 57 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined

and bolded disclosures on such page:

For reference only, and not as a component

of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for the Shares prepared and

published by six equity research analysts between December 17, 2024, and December 19, 2025. These targets reflect each analyst’s

estimate of the future public market trading price of the Shares.

Analyst

Price Target

$18.00

$17.50

$15.00

$16.00

$22.00

$17.00

The range of equity analyst price targets

for the Shares was $15.00 to $22.00. Morgan Stanley then calculated the median of the equity analyst price targets of $17.25 per Share

and the mean of $17.58 per Share. The public market trading price targets published by securities research analysts do not

necessarily reflect current market trading prices for the Shares and these estimates are subject to uncertainties, including the future

financial performance of Company and future financial market conditions.

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – Illustrative Precedent Transaction Premiums” is amended

and supplemented as follows:

The subheading “Illustrative Precedent Transaction

Premiums” on page 57 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded

disclosures on such page:

Morgan Stanley considered premiums paid

in selected public transactions in the last ten years in which the consideration was cash and the target company was a REIT, which transactions

were selected based on Morgan Stanley’s professional judgment. The premiums paid in such transactions represented a median of 26%

with respect to one-day premiums to unaffected prices.

Date

Acquiror

Target

26-Feb

Brookfield Asset Management

Peakstone Realty Trust

25-Dec

Blackstone, DivcoWest, MW Group

Alexander & Baldwin

25-Oct

Ares / Makarora Management

Plymouth Industrial REIT

25-Sep

Rithm Capital

Paramount Group

25-Jul

Elliott Investment Management

City Office REIT

24-Nov

Blackstone

Retail Opportunity Investments Corp.

24-Apr

Blackstone

Apartment Income REIT

24-Jan

Blackstone

Tricon Residential

23-Aug

KSL

Hersha Hospitality

22-Sep

GIC, Oak Street

STORE Capital

22-Apr

Blackstone

PS Business Parks

22-Apr

Blackstone

American Campus Communities

22-Feb

Blackstone

Preferred Apartment Communities

21-Nov

American Tower

CoreSite Realty Corporation

21-Nov

KKR, Global Infrastructure Partners

CyrusOne

21-Nov

Cerberus, Highgate Hotels

CorePoint Lodging

21-Nov

Industrial Logistics Properties Trust

Monmouth Real Estate Investment Corp.

21-Sep

PIMCO

Columbia Property Trust

21-Jun

Blackstone

QTS Realty Trust

20-Feb

Simon Property Group

Taubman Centers

18-Jul

Brookfield Asset Management

Forest City Realty Trust

18-Jun

Greystar Real Estate Partners

Education Realty Trust

18-May

Blackstone

Gramercy Property Trust

18-Apr

Welltower

Quality Care Properties

17-Jul

Greystar Led Group

Monogram Residential Trust

17-Jun

CPPIB

Parkway

17-Jun

Government Properties Income Trust

First Potomac Realty Trust

17-Feb

Tricon Capital Group

Silver Bay Realty Trust

17-Jan

Starwood Capital Group

Milestone Apartments

16-Feb

Brookfield Asset Management

Rouse Properties

The section of the Definitive Proxy Statement entitled “The

Mergers – Opinions of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC – Opinion of Morgan Stanley &

Co. LLC – Summary of Morgan Stanley’s Financial Analyses – General” is amended and supplemented as follows:

The first full paragraph on page 59 of the

Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures and removing the strikethrough text

on such page:

Under the terms

of its engagement letter dated February 20, 2026, Morgan Stanley provided the Company with financial advisory services and a financial

opinion, and the Company has agreed to pay Morgan Stanley an aggregate fee up to $17 million, $1.5 million of which was earned following

the delivery of the opinion (and was not contingent on conclusions reached by Morgan Stanley) described in this section

and attached to this proxy statement as Annex D and the remaining portion of which is payable upon the closing of the Mergers. In addition,

the Company has also agreed to reimburse Morgan Stanley for its expenses reasonably incurred in performing its services. In addition,

the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and

each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities

under the federal securities laws, related to or arising out of or in connection with Morgan Stanley’s engagement.

Cautionary Statement Regarding Forward-Looking

Statements

This Current Report on Form 8-K contains

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 the Securities

Exchange Act of 1934. Such forward-looking statements relate to, without limitation, the Transactions, 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,” “assume,” “believe,” “contemplate,”

“could,” “intend,” “predict,” “would,” “plan,” “potential,” “projected,”

“should,” “expect,” “anticipate,” “estimate,” “target,” “continue”

or comparable terminology, although not all forward-looking statements contain these identifying words.

Forward-looking statements are inherently subject

to certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with accuracy and some of which

we may not anticipate, including, but not limited to: (i) historical financial information may not be representative of future results;

(ii) the completion of the Transactions on the anticipated terms and timing, or at all, and the satisfaction of other conditions

to the completion of the Transactions as well as the failure to realize anticipated benefits of the Transactions; (iii) there may

be significant transaction costs in connection with the Transactions and the Transactions may be more expensive to complete than anticipated,

including as a result of unexpected factors or events; (iv) there may be liabilities that are not known, probable or estimable at

this time or unexpected costs, charges or expenses; (v) the occurrence of any event, change or other circumstance that could give

rise to the termination of the Transactions, including in circumstances requiring the Company to pay a termination fee; (vi) any

effect of the announcement of the Transactions on the Company’s ability to operate its business and retain and hire key personnel

and to maintain favorable business relationships; (vii) the Transactions may result in the diversion of management’s time and

attention from ordinary course business operations to issues relating to the Transactions; (viii) certain restrictions during the

pendency of the Transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

(ix) unfavorable outcome of legal proceedings related to the Transactions; (x) the risk that the Company’s share price

may decline significantly if the Transactions are not consummated; (xi) legislative, regulatory and economic developments; (xii) unpredictability

and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health

issues, as well as management’s response to any of the aforementioned factors; and (xiii) other risks and uncertainties detailed

in periodic reports that the Company files with the SEC.

There can be no assurance that the Transactions

will be completed, or if they are completed, that it will close within the anticipated time period. While the list of factors presented

here and in the Definitive Proxy Statement on Schedule 14A filed with the SEC and mailed to stockholders on or about April 10, 2026

is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties and

should be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles

to the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements

are made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or

any other information in this communication, whether resulting from developments, circumstances or events that arise after the date the

statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying

assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking

statements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should

specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and

uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

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 as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial

and otherwise, may differ materially from the results discussed in the forward-looking statements, many of which are beyond the Company’s

control. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors

listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and

“Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s

Quarterly Reports on Form 10-Q, and the risks and uncertainties described in the section entitled “Risk Factors Relating to

the Mergers” in the Definitive Proxy Statement, which are incorporated herein by reference. The Company assumes no obligation to

update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except

as required under applicable law.

Additional Information and Where to Find It;

No Offer or Solicitation

In connection with the Transactions, the

Company filed on April 10, 2026, the Definitive Proxy Statement. This Current Report on Form 8-K is not a substitute for

the Definitive Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in

connection with the Transactions. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY

OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR

SUPPLEMENTS TO THESE DOCUMENTS, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE THESE

DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PARENT, THE MERGER SUBS AND THE BUSINESS TO BE CONDUCTED AT THE

SPECIAL MEETING OF STOCKHOLDERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov).

These documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the

Company’s website at https://investors.verisresidential.com/sec-filings.

This Current Report on Form 8-K is also not

intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase

or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance

or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

The Company, its directors and certain of its

executive officers and employees may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed

Mergers. Information regarding the names of the Company's directors and executive officers and certain other individuals and their respective

interests in the Company by security holdings or otherwise is set forth in the Definitive Proxy Statement and other relevant materials

filed with the SEC in connection with the Mergers (if and when they become available). Such filings are available free of charge on the

Company's website at https://investors.verisresidential.com/sec-filings or through the SEC's website at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 15, 2026

VERIS RESIDENTIAL, INC.

By:

/s/

Amanda Lombard

Chief Financial Officer

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