---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-018349"
form_type: "8-K"
ticker: null
cik: "0001067063"
company_name: "Veris Residential, L.P."
filed_at: "2026-02-23T23:59:59+00:00"
generated_at: "2026-05-16T01:02:26.650836+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Each Veris common share will be converted into $19.00 cash; deal valued at approximately $1.5B based on shares outstanding.
- Board unanimously approved; Bow Street LLC, holding 5.6% of shares, agreed via Support Agreement to vote in favor.
- Closing expected by August 23, 2026; subject to shareholder vote and customary regulatory conditions.
- Company owes $60M termination fee for a Superior Proposal; Parent owes $140M if fails to close.
- Executives (CEO, CFO, COO, GC) received amended employment agreements with enhanced severance tied to the transaction.

## SEC filing metadata
- accession: 0001104659-26-018349
- form_type: 8-K
- cik: 0001067063
- company_name: Veris Residential, L.P.
- filed_at: 2026-02-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1067063/000110465926018349/0001104659-26-018349-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/924901/000110465926018349/tm267019d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-018349
- JSON: https://secwatch.observer/filing/0001104659-26-018349.json
- Plain text: https://secwatch.observer/filing/0001104659-26-018349.txt

## Source-grounded claims
- claim_id: 75a18f9cea19a21c15622bff269cf76842ce3969
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1067063/000110465926018349/0001104659-26-018349-index.htm
- claim_id: 43672a15a3c57df8caf0cec3c89c73c3d29e5e07
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1067063/000110465926018349/0001104659-26-018349-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.