Veris Residential supplements proxy to address litigation over merger disclosures; deal at $19.00/sh

Veris Residential, Inc.

Three state court complaints filed Apr 29–May 15, 2026 allege proxy omissions; 14 stockholder demand letters received.
Company denies allegations but voluntarily supplements proxy to avoid delay/costs; no admission of liability.
Supplement adds merger background: multiple bidder proposals, SRC mandate not prompted by conflicts.
Updated financial projections: 2026E Core FFO/share $0.81; 2030E $0.95; unlevered FCF projections from $242M (2026E).
J.P. Morgan DCF analysis implies per-share value $16.00–$22.50 vs. merger consideration $19.00.

item 8.01

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