UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 1023, 2025  (July 918, 2025)

VERIS RESIDENTIAL, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		1-13274		22-3305147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

(732) 590-1010

(Registrant’s telephone number, including area code)

VERIS RESIDENTIAL, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware		333-57103		22-3315804
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

(732) 590-1010

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		VRE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture July 9, 2025, Veris Residential, L.P. (the “Operating Partnership”), a Delaware limited partnership and the operating partnership through which Veris Residential, Inc., a Maryland corporation (the “General Partner,” and collectively with the Operating Partnership, the “Company”) conducts substantially all its business, entered into an amendment dated July 9, 2025 (the “Amendment”) to the Company’s revolving credit and term loan agreement dated as of April 22, 2024 (the “2024 Credit Agreement”) by and among the Operating Partnership, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York Mellon, as Syndication Agent, Bank of America, N.A., Capital One, National Association, Goldman Sachs Bank USA and Royal Bank of Canada, as documentation agents, J.P. Morgan Securities, LLC, as Sustainability Structuring Agent, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon as Joint Bookrunners and Joint Lead Arrangers, and BOFA Securities, Inc., Capital One, National Association, Goldman Sachs Bank USA and RBC Capital Markets, as Joint Lead Arrangers, and the other financial institutions party thereto (collectively, the “Lenders”). The 2024 Credit Agreement provides for a $300 million senior secured revolving credit facility (the "2024 Revolving Credit Facility") and a $200 million senior secured term loan facility (the "2024 Term Loan").Director

~~Prior~~On toJuly ~~the~~18, ~~Amendment~~2025, ~~the~~Ronald ~~Operating~~Dickerman ~~Partnership’s obligations~~notified ~~under~~ the ~~2024 Credit Agreement were required to be secured by a first priority lien on no fewer than five (5) of the~~ ~~Operating~~Board ~~Partnership’s properties with an aggregate appraised value~~ of atDirectors ~~least $900 million and currently consisting of:~~ (~~i) The James;~~the ~~(ii~~“Board”) ~~145~~ ~~Front~~of ~~Street~~Veris atResidential, ~~City~~Inc. ~~Square;~~ (~~iii) Signature~~the ~~Place; (iv~~“Company”) ~~Soho~~, ~~Lofts;~~the ~~and~~general ~~(v) Liberty~~partner ~~Towers~~of ~~(collectively~~Veris Residential, ~~the “Collateral Pool Properties”)~~L.P. ~~Also~~through ~~prior~~which to the ~~Amendment,~~Company ~~interest~~conducts onits ~~borrowings~~business, ~~under~~of ~~the~~his ~~2024~~decision ~~Revolving~~to ~~Credit~~resign ~~Facility and~~from the ~~2024~~Board ~~Term~~effective ~~Loan~~as ~~was~~of ~~based~~July on23, an2025. ~~applicable~~Mr. ~~interest~~Dickerman’s resignation ~~rate~~was ~~(the~~not ~~“Interest Rate”) plus~~ a ~~margin~~result ~~ranging~~of ~~from~~any ~~100~~disagreements ~~basis points~~with tothe ~~200~~Company ~~basis~~on ~~points~~any ~~(the~~matter ~~“Applicable~~relating ~~Rate”)~~to ~~depending~~its onoperations, ~~the~~policies ~~Interest~~or ~~Rate elected~~practices.

~~The~~Election ~~material terms~~ of ~~the~~New ~~Amendment provide for:~~Director

1.On ~~The~~July ~~consent~~23, of2025, the ~~Lenders~~Company toannounced that the Board ~~sale~~elected ofChristopher ~~The~~Papa ~~James,~~to ~~Signature~~serve ~~Place~~as ~~and~~a ~~145~~director ~~Front~~of ~~Street~~the atCompany ~~City~~to ~~Square,~~fill ~~provided~~the ~~that~~vacancy ~~the~~created ~~proceeds~~by ofMr. ~~sale~~Dickerman’s ~~are~~resignation effective ~~applied~~as toof ~~the~~July ~~repayment~~23, in2025. ~~full~~Mr. ofPapa ~~the~~also ~~$200~~was ~~million~~appointed ~~outstanding~~as ~~balance~~a ~~under~~member of the ~~Term~~Audit ~~Loan~~Committee of the Board.

2Mr. Papa will receive standard compensation and equity awards in accordance with the Company’s compensation program for non-employee directors (as such program may be adjusted by the Board from time to time). The ~~removal~~Company’s current compensation program for non-employee directors is described in the “Compensation of ~~The~~Directors” ~~James,~~section ~~Signature~~of ~~Place~~the Company’s definitive Proxy Statement filed with the Securities and ~~145~~Exchange ~~Front~~Commission ~~Street~~on atApril 29, ~~City~~2025. ~~Square~~The ~~from~~Company ~~the~~also ~~Collateral~~intends ~~Pool~~to ~~Properties~~enter into its standard form of indemnification agreement with Mr. Papa.

3.There Aare ~~reduction~~no inarrangements ~~the~~or ~~Collateral~~understandings ~~Pool~~between Mr. ~~Properties~~Papa ~~from~~and ~~$900~~any ~~million~~other persons pursuant to ~~$600~~which ~~million~~he ofwas ~~aggregate~~selected ~~appraised~~as ~~value~~a ~~consisting~~director, ofand nohe ~~fewer~~does ~~than~~not ~~two~~have ~~(2)~~any family relationships with any of the ~~Operating Partnership~~Company’s ~~properties,~~directors ~~initially~~or ~~consisting~~executive ofofficers. ~~Soho~~Mr. ~~Lofts~~Papa ~~and~~does ~~Liberty~~not ~~Towers,~~have ~~and~~a ~~Portside~~direct 1or atindirect ~~East~~material ~~Pier~~interest in any transaction required to be ~~added~~disclosed pursuant to ~~the~~Item ~~Collateral~~404(a) ~~Pool~~of ~~Properties~~Regulation atS-K ain ~~subsequent~~respect ~~date~~of the Company.

4Item 7.01. ~~Interest~~Regulation ~~Rates~~FD ~~plus a margin ranging from 25 basis points to 180 basis points depending on the Interest Rate elected~~Disclosure.

~~The~~On ~~General~~July ~~Partner~~23, ~~will~~2025, ~~continue~~the toCompany beissued ~~the~~a ~~guarantor~~press release ofannouncing the ~~obligations~~decision of ~~the~~Mr. ~~Operating~~Dickerman ~~Partnership under the 2024 Credit Agreement pursuant~~ to aresign ~~Parent~~from ~~Guaranty~~the ~~dated~~Board ~~April 22,~~and ~~2024 of~~ the ~~General~~election ~~Partner~~of inMr. ~~favor~~Papa ofto the ~~Lenders.~~Board ~~Except~~to asfill ~~modified~~the vacancy created by ~~the~~Mr. ~~terms~~Dickerman’s ~~and~~resignation, ~~conditions~~which ofpress ~~the~~release ~~Amendment,~~is ~~the~~attached ~~2024~~hereto ~~Credit Agreement,~~ as ~~previously~~Exhibit ~~amended~~99.1 ~~and~~to ~~modified,~~this ~~remains~~Current inReport ~~full~~on ~~force~~Form ~~and effect~~8-K.

The ~~foregoing~~information ~~summary~~in the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the ~~Amendment~~Securities isExchange ~~not~~Act ~~complete and~~of is1934, ~~qualified~~as inamended (the ~~its~~“Exchange ~~entirety~~Act”), byor ~~reference~~otherwise subject to the ~~Amendment~~liabilities of that section, anor ~~copy~~shall ofit ~~which~~be isdeemed ~~filed~~incorporated by reference in any filing under the Securities Act of 1933, as ~~Exhibit 10.1~~amended, toor ~~this~~the Exchange Act. This Current Report on(including the exhibits hereto) will ~~Form 8-K~~not ~~and~~be isdeemed ~~incorporated~~an ~~herein~~admission byas ~~reference~~to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

AItem ~~copy of the Company’s press release announcing the Amendment of the 2024 Credit Agreement is filed as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~is incorporated herein by reference.~~Exhibits

~~In connection with the foregoing, the Company hereby furnishes the following documents:~~(d) Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Exhibit Title
99.1		Press Release of Veris Residential, Inc. dated July 23, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits~~SIGNATURES

Exhibit Number		Exhibit Title
10.1		Amendment No. 2 to Revolving Credit and Term Loan Agreement dated as of July 9, 2025 by and between Veris Residential, L.P., as borrower, J.P. Morgan Chase Bank, N.A., as administrative agent, and the arrangers and lenders party thereto.
99.1		Press Release dated July 10, 2025.
104.1		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	VERIS RESIDENTIAL, INC.

Dated: July 23, 2025	By:	/s/ Taryn Fielder
		Taryn Fielder
		General Counsel and Secretary

	VERIS RESIDENTIAL, L.P.

	By:	Veris Residential, Inc.,
		its general partner


Dated: July 23, 2025		By:	/s/ Taryn Fielder
			Taryn Fielder
			General Counsel and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERIS RESIDENTIAL, INC.
Dated: July 10, 2025	By:	/s/ Taryn Fielder
		Taryn Fielder
		Executive Vice President, General Counsel and Corporate Secretary
	VERIS RESIDENTIAL, L.P.
	By:	Veris Residential, Inc.
		its general partner
Dated: July 10, 2025		By:	/s/ Taryn Fielder
			Taryn Fielder
			Executive Vice President, General Counsel and Corporate Secretary

Co-Registrant CIK	0001067063
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2025-07-0918
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

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