Veris Residential To Be Acquired By Affinius Capital-Led Investor Consortium In All-Cash Transaction For $19/Shr, Representing Implied Enterprise Value Of $3.4B

Unlocks Immediate Value Upon Close with Shareholders to Receive $19.00 per Share in Cash

Underscores Strength of Veris Portfolio and Market Position as a Pure-Play Multifamily REIT

JERSEY CITY, N.J., Feb. 23, 2026 /PRNewswire/ -- Veris Residential, Inc. (NYSE:VRE) ("Veris" or the "Company"), a forward-thinking, Northeast-focused, Class A multifamily REIT, today announced that it has entered into a definitive merger agreement (the "Merger Agreement") to be acquired by an investor consortium led by Affinius Capital in partnership with Vista Hill Partners (the "Investor Consortium"), in an all-cash transaction for $19.00 per share of Veris common stock (the "Transaction"), representing an implied enterprise value of $3.4 billion. The Transaction price reflects a 23.2% premium to Veris' unaffected closing share price on February 4, 2026, and a 27.5% premium to the Company's 30-day volume weighted average price for the period ended February 4, 2026.

This Transaction is the culmination of Veris' strategic transformation and a comprehensive review of strategic alternatives conducted by the Company and assisted by financial advisors J.P. Morgan and Morgan Stanley & Co. LLC. Following inbound interest, the Company and its advisors engaged with a broad group of potential counterparties, including financial sponsors, sovereign wealth funds, pension funds and multifamily investment platforms. The Transaction has been unanimously approved by Veris' Board of Directors and is expected to close in the second quarter of 2026, subject to approval by Veris' shareholders and other customary closing conditions.

Transaction Terms and Approvals

Under the terms of the Merger Agreement, (i) Veris shareholders will receive $19.00 per share in cash for each share of Veris common stock they own and (ii) holders of common units in Veris' operating partnership will also receive $19.00 per share in cash for each common unit they own. Financing for the transaction will consist of a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility. The Company expects to distribute its regular quarterly cash dividend on its common stock for the first quarter of 2026 but has agreed to suspend any dividends thereafter.

Following the unanimous recommendation of the Transaction by the Board's Strategic Review Committee, Veris' Board unanimously approved the Transaction.

Bow Street LLC, which manages funds that beneficially own approximately 5.6% of the Company's outstanding shares, has agreed to vote its shares in favor of the transaction subject to the terms of a Support Agreement.

Following the closing of the Transaction, Veris' common stock will no longer be listed on the NYSE.