Veris Residential (VRE) Proxy Filing summary

Executive summary

• Entered into a definitive agreement to be acquired by an investor consortium led by Affinius Capital and Vista Hill Partners in an all-cash transaction for $19.00 per share, implying an enterprise value of $3.4 billion.

• Transaction marks the culmination of a five-year transformation from a diversified portfolio to a pure-play, Class A multifamily REIT.

• Closing expected in the second quarter of 2026, subject to shareholder approval and customary conditions.

• Leadership credits the transformation and transaction success to the dedication and adaptability of long-tenured employees.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed merger at a special meeting; details to be provided in the forthcoming proxy statement.

• Stockholders are advised to review the proxy statement and related SEC filings before voting.

Board of directors and corporate governance

• Board was reconstituted in 2021 to drive strategic transformation, leading to the current transaction.

• Directors and certain executive officers may be deemed participants in the proxy solicitation for the merger.