secwatch / observer
8-K filed February 23, 2026, 6:59 PM ET CIK 0001067063
M&A confidence high sentiment positive materiality 1.00

Veris Residential to be acquired by GIC and Affinius for $19.00/share in all-cash deal

Veris Residential, L.P.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Veris Residential, L.P.: Added an exclusive forum provision designating Maryland state court (or federal court for Securities Act claims) for certain stockholder actions (effective 2026-02-22).

Change
bylaw amendment
Effective
2026-02-22
Exact text from the filing
On February 22, 2026, in connection with the execution of the Merger Agreement, the Board adopted the First Amendment to the Fourth Amended and Restated Bylaws of the Company (the “ Bylaw Amendment ”). The Bylaw Amendment adds an exclusive forum provision providing that, unless a majority of the Board, acting on behalf of the Company, consents in writing to an alternative forum, the Circuit Court for Baltimore City, Maryland, Business and Technology Case Management Program (or, if the Circuit Court for Baltimore City, Maryland, Business and Technology Care Management Program, declines to accept or does not have jurisdiction, another state court within the State of Maryland (in the Business and Technology Case Management Program to the extent available in such other state court within the State of Maryland) or, if no state court located within the State of Maryland accepts or has jurisdiction, the U.S. District Court for the District of Maryland, Northern Division), to the fullest exten
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Veris Residential, L.P. entered into Agreement and Plan of Merger with AC Residential Acquisition LP, AC Residential REIT LLC, AC Residential OP LP (effective 2026-02-23).

Action
entry
Agreement
merger
Counterparty
AC Residential Acquisition LP, AC Residential REIT LLC, AC Residential OP LP
Effective
2026-02-23
Exact text from the filing
On February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “ Company ” or “ Veris ”), and the general partner of Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “ Company Partnership ”), entered into an Agreement and Plan of Merger (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 ”, together with Merger Sub I, the “ Merger Subs ”), and the Company Partnership
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40 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-26-018349
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