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

This 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

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This 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

Comparable filing

On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.

This 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

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

This 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

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

This 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

Comparable filing

the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

This 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

Comparable filing

on the Closing Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent

This 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

Comparable filing

On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.

This 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

Comparable filing

On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.