{"filing":{"accession_number":"0001104659-26-066981","cik":"0000924901","ticker":"VRE","company_name":"Veris Residential, Inc.","form":"8-K","filing_date":"2026-05-27","report_date":null,"primary_document":"tm2615596d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"events":[{"id":8685,"run_id":7627,"accession_number":"0001104659-26-066981","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Veris Residential completed a merger transaction on May 27, 2026, in which the Company merged with Merger Sub I and its partnership merged with Merger Sub II, resulting in a change of control. All outstanding shares and units were converted into cash consideration of $19.00 per share, and the Company became a subsidiary of Parent while ceasing to exist as an independent entity.","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":1831,"accession_number":"0001104659-26-066981","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of the JPM Credit Agreement in connection with consummation of \"the Mergers,\" indicating a material acquisition or change-of-control transaction. The termination of a material credit facility and prepayment of all outstanding amounts are ancillary to the merger completion, making the underlying M\u0026A activity the principal material event. The reference to Item 2.01 (which covers acquisitions and mergers) reinforces this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1832,"accession_number":"0001104659-26-066981","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction on May 27, 2026, in which Veris Residential merged with Merger Sub I and its partnership merged with Merger Sub II, resulting in a change of control. The filing details the conversion of all outstanding shares and units into cash consideration of $19.00 per share and the treatment of all equity awards. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1835,"accession_number":"0001104659-26-066981","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses consummation of mergers resulting in a change of control of Veris Residential and its partnership subsidiary, with the Company becoming a subsidiary of Parent and the Company Partnership becoming a subsidiary of Merger Sub I. This is a completed material acquisition/change of control transaction, the core event type for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1836,"accession_number":"0001104659-26-066981","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.02 typically covers executive departures and appointments, this section's substance is the consummation of a merger (the \"Merger\" and \"Partnership Merger\") that resulted in all board members and officers ceasing their roles. The filing incorporates Item 2.01 by reference, which is the standard Item for M\u0026A activity. The material event is the merger completion itself, not individual departures, making ma_activity the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1837,"accession_number":"0001104659-26-066981","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although filed under Item 5.03 (Amendments to Articles/Bylaws), the substance of this disclosure is a merger consummation. The text explicitly states \"following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity,\" indicating completion of a material acquisition/change of control. The reference to incorporation documents becoming operative post-merger is a consequence of the merger closing, not a standalone bylaw amendment. This is a material M\u0026A event requiring classification as ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1838,"accession_number":"0001104659-26-066981","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger by the Surviving Entity on May 27, 2026, announced via press release. Although disclosed under Item 8.01 (Other Events), the completion of a merger constitutes a material acquisition or change-of-control event that would typically be reported under Item 2.01 or 1.01. The closing of a merger is a fundamental corporate transaction material to any investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8686,"run_id":7627,"accession_number":"0001104659-26-066981","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"The NYSE suspended trading and delisted Veris Residential's shares on May 27, 2026, in connection with the merger consummation. The NYSE filed Form 25 to report the delisting and effect deregistration under Section 12(b) of the Exchange Act, and the Company intends to file Form 15 to terminate registration and suspend reporting obligations.","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":1833,"accession_number":"0001104659-26-066981","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that the NYSE suspended trading and delisted the Company's shares on May 27, 2026, in connection with a merger consummation. The NYSE filed Form 25 to report the delisting and effect deregistration under Section 12(b) of the Exchange Act, and the Company intends to file Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by the merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8687,"run_id":7627,"accession_number":"0001104659-26-066981","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"Item 3.03 discloses a material modification to security holder rights in connection with the merger transaction and related corporate restructuring, incorporating references to the acquisition completion, delisting, change of control, and amendments to articles and bylaws.","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":1834,"accession_number":"0001104659-26-066981","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights by incorporating Items 2.01 (completion of acquisition/disposition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to articles/bylaws). Without the full text of those items, the specific nature of the modification cannot be determined, but the cross-reference structure suggests a significant corporate transaction or restructuring affecting security holder rights. The materiality is evident from the multi-item incorporation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1831,"accession_number":"0001104659-26-066981","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of the JPM Credit Agreement in connection with consummation of \"the Mergers,\" indicating a material acquisition or change-of-control transaction. The termination of a material credit facility and prepayment of all outstanding amounts are ancillary to the merger completion, making the underlying M\u0026A activity the principal material event. The reference to Item 2.01 (which covers acquisitions and mergers) reinforces this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1832,"accession_number":"0001104659-26-066981","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction on May 27, 2026, in which Veris Residential merged with Merger Sub I and its partnership merged with Merger Sub II, resulting in a change of control. The filing details the conversion of all outstanding shares and units into cash consideration of $19.00 per share and the treatment of all equity awards. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1833,"accession_number":"0001104659-26-066981","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that the NYSE suspended trading and delisted the Company's shares on May 27, 2026, in connection with a merger consummation. The NYSE filed Form 25 to report the delisting and effect deregistration under Section 12(b) of the Exchange Act, and the Company intends to file Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by the merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1834,"accession_number":"0001104659-26-066981","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights by incorporating Items 2.01 (completion of acquisition/disposition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to articles/bylaws). Without the full text of those items, the specific nature of the modification cannot be determined, but the cross-reference structure suggests a significant corporate transaction or restructuring affecting security holder rights. The materiality is evident from the multi-item incorporation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1835,"accession_number":"0001104659-26-066981","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses consummation of mergers resulting in a change of control of Veris Residential and its partnership subsidiary, with the Company becoming a subsidiary of Parent and the Company Partnership becoming a subsidiary of Merger Sub I. This is a completed material acquisition/change of control transaction, the core event type for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1836,"accession_number":"0001104659-26-066981","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.02 typically covers executive departures and appointments, this section's substance is the consummation of a merger (the \"Merger\" and \"Partnership Merger\") that resulted in all board members and officers ceasing their roles. The filing incorporates Item 2.01 by reference, which is the standard Item for M\u0026A activity. The material event is the merger completion itself, not individual departures, making ma_activity the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1837,"accession_number":"0001104659-26-066981","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although filed under Item 5.03 (Amendments to Articles/Bylaws), the substance of this disclosure is a merger consummation. The text explicitly states \"following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity,\" indicating completion of a material acquisition/change of control. The reference to incorporation documents becoming operative post-merger is a consequence of the merger closing, not a standalone bylaw amendment. This is a material M\u0026A event requiring classification as ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"},{"id":1838,"accession_number":"0001104659-26-066981","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger by the Surviving Entity on May 27, 2026, announced via press release. Although disclosed under Item 8.01 (Other Events), the completion of a merger constitutes a material acquisition or change-of-control event that would typically be reported under Item 2.01 or 1.01. The closing of a merger is a fundamental corporate transaction material to any investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:10:38.980954+00:00","company_name":"Veris Residential, Inc.","ticker":"VRE","filing_date":"2026-05-27"}]}