JERSEY CITY, N.J., October 22, 2025 –– Veris Residential, Inc. (NYSE: VRE) (the “Company”), a forward-thinking, Northeast-focused, Class A multifamily REIT, today reported results for the third quarter 2025.
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net Income (loss) per Diluted Share
$0.80
$(0.10)
$0.81
$(0.12)
Core FFO per Diluted Share
$0.20
$0.17
$0.52
$0.49
Core AFFO per Diluted Share
$0.19
$0.19
$0.55
$0.58
Dividend per Diluted Share
$0.08
$0.07
$0.24
$0.1825
STRATEGIC UPDATE
–Meaningfully accelerated the Company's deleveraging progress with $542 million of non-strategic asset sales completed or under contract year to date, including $75 million under contract for the Harborside 8/9 land parcel.
–Utilized asset sale proceeds to reduce debt by $394 million during the third quarter, further reducing Net Debt-to-EBITDA (Normalized) to 10.0x ahead of schedule.
–On track to achieve Net Debt-to-EBITDA (Normalized) of approximately 9.0x upon the sale of Harborside 8/9, anticipated to close in the first quarter next year.
–Raised high-end of non-strategic asset disposition guidance to $650 million, positioning the Company to achieve Net Debt-to-EBITDA (Normalized) of around 8.0x or potentially lower by year-end 2026.
–Raised 2025 Core FFO per share guidance for the second consecutive quarter to reflect one-time tax appeal refunds recognized in the third quarter.
OPERATIONAL HIGHLIGHTS
–Year-over-year Same Store Blended Net Rental Growth Rate of 3.9% for the quarter and 3.5% year to date.
–Year-over-year Same Store NOI growth of 1.6% year to date.
–Occupancy of 95.8% excluding Liberty Towers, which remains under renovation, with Same Store occupancy of 94.7% (including Liberty Towers).
–Named 2025 Regional Listed Sector Leader and Top Performer by GRESB for distinguished sustainability leadership among residential companies in the Americas.
Mahbod Nia, Chief Executive Officer, commented, "The third quarter marked another period of significant progress advancing Veris Residential’s corporate plan, as we seek to continue accelerating our balance sheet transformation while delivering outsized earnings growth. With $542 million in non-core asset sales either closed or under contract year to date—exceeding our target for non-strategic asset sales—we are pleased to raise our disposition target to $650 million, positioning us to potentially delever to below 8x by year-end 2026.
“Operationally, we delivered another solid quarter, achieving 3.9% blended net rental growth and further raising our Core FFO guidance to $0.67 to $0.68 per share, representing year-over-year growth of 12.5%. We remain well positioned to drive continued outperformance for shareholders in 2025 and beyond through disciplined execution, operational efficiency and strategic capital deployment. "
SAME STORE PORTFOLIO PERFORMANCE
Following the sale of The James, 145 Front Street, Signature Place and Quarry Place, the Company has removed these assets from its Same Store pool for all periods presented. All Same Store financial and operational results have been revised for comparability.
September 30, 2025
June 30, 2025
Change
Same Store Units
6,581
6,581
—%
Same Store Occupancy
94.7%
93.3%
1.4%
Same Store Blended Rental Growth Rate (Quarter)
3.9%
5.8%
(1.9)%
Average Revenue per Home
$4,255
$4,226
0.7%
The following table shows Same Store performance:
($ in 000s)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
2025
2024
%
Total Property Revenue
$68,870
$67,359
2.2%
$203,451
$199,088
2.2%
Controllable Expenses
12,034
11,383
5.7%
34,219
33,586
1.9%
Non-Controllable Expenses
11,394
9,295
22.6%
32,428
30,859
5.1%
Total Property Expenses
23,428
20,678
13.3%
66,647
64,445
3.4%
Same Store NOI
$45,442
$46,681
(2.7)%
$136,804
$134,643
1.6%
TRANSACTION ACTIVITY
During the third quarter, the Company sold four multifamily properties and one land parcel, generating $406 million in gross proceeds. Year to date, the Company has sold $467 million of non-strategic assets, with an additional $75 million under contract for Harborside 8/9, reducing our land bank to $35 million.
Name ($ in 000s)
Date
Location
Gross Proceeds
65 Livingston
1/24/2025
Roseland, NJ
$7,300
Wall Land
4/3/2025
Wall Township, NJ
31,000
PI - North Building (two parcels) and Metropolitan at 40 Park
4/21/2025
West New York, NJ, and Morristown, NJ
7,100
1 Water
4/29/2025
White Plains, NY
15,500
Signature Place
7/9/2025
Morris Plains, NJ
85,000
145 Front Street
7/22/2025
Worcester, MA
122,200
The James
8/14/2025
Park Ridge, NJ
117,000
PI South - Building 2
8/28/2025
Weehawken, NJ
19,000
Quarry Place at Tuckahoe
9/25/2025
Eastchester, NY
63,000
Total Assets Sold in 2025
$467,100
FINANCE AND LIQUIDITY
As of September 30, 2025, the Company had liquidity of $274 million, a weighted average effective interest rate of 4.76% and a weighted average maturity of 2.6 years, with all of the Company's debt either hedged or fixed.
During the quarter, the Company utilized proceeds from asset sales to repay the $200 million Term Loan, $96 million on the Revolver and the $56.5 million mortgage secured by Portside at East Pier. In addition, the buyer assumed the $41 million mortgage secured by Quarry Place.
Balance Sheet Metric ($ in 000s)
September 30, 2025
June 30, 2025
Weighted Average Interest Rate
4.76%
5.08%
Weighted Average Years to Maturity
2.6
2.6
TTM Interest Coverage Ratio
1.7x
1.7x
Net Debt
$1,407,717
$1,795,320
TTM Adjusted EBITDA (Normalized)
$141,151
$159,162
Net Debt-to-EBITDA (Normalized)
10.0x
11.3x
AMENDED CREDIT FACILITY
In July, the Company amended its $500 million credit facility established in April 2024. The Amended Facility package—comprising a $300 million Revolver and a $200 million Term Loan, which has been repaid—introduced a leverage-based pricing grid for the Revolver, with spreads ranging from 1.20% to 1.75% over SOFR (inclusive of a 5-basis-point spread reduction associated with meeting certain KPIs), and reduced the required number of secured properties in the collateral pool from five to two.
The Company's current total leverage ratio as defined by the Amended Facility is between 50% and 55%, resulting in a borrowing rate on the Revolver of SOFR + 1.50%. The Amended Facility matures in April 2027 and retains a one-year extension option on the Revolver.
DIVIDEND
The Company paid a dividend of $0.08 per share on October 10, 2025, to shareholders of record as of September 30, 2025.
GUIDANCE
The Company is maintaining its operational guidance for 2025 in accordance with the following table:
2025 Guidance Ranges
Low
High
Same Store Revenue Growth
2.2%
—
2.7%
Same Store Expense Growth
2.4%
—
2.8%
Same Store NOI Growth
2.0%
—
2.8%
The Company is raising its 2025 Core FFO per share guidance range to $0.67 to $0.68, reflecting $4 million recognized this quarter from the successful resolution of real estate tax appeals related to formerly owned office properties.
Current Guidance
Previous Guidance (July)
Core FFO per Share Guidance
Low
High
Low
High
Net Income (Loss) per Share
$0.64
—
$0.65
$(0.22)
—
$(0.21)
Realized and Unrealized (Gains) Losses on Sales
$(0.82)
—
$(0.82)
$—
—
$—
Depreciation per Share
$0.85
—
$0.85
$0.85
—
$0.85
Core FFO per Share
$0.67
—
$0.68
$0.63
—
$0.64
SUSTAINABILITY
The Company's 2025 Global Real Estate Sustainability Benchmark (GRESB) score improved by one point to 90, ranking the Company first in its peer group and maintaining its 5 Star Rating and Green Star designation. The Company was also named a 2025 Regional Listed Sector Leader and Top Performer, recognizing the Company's commitment to sustainability excellence across its portfolio.
CONFERENCE CALL/SUPPLEMENTAL INFORMATION
An earnings conference call with management is scheduled for Thursday, October 23, 2025, at 8:30 a.m. Eastern Time and will be broadcast live via the Internet at: http://investors.verisresidential.com.
The live conference call is also accessible by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international) and requesting the Veris Residential third quarter 2025 earnings conference call.
The conference call will be rebroadcast on Veris Residential, Inc.'s website at:
http://investors.verisresidential.com beginning at 8:30 a.m. Eastern Time on Thursday, October 23, 2025.
A replay of the call will also be accessible Thursday, October 23, 2025, through Sunday, November 23, 2025, by calling (844) 512-2921 (domestic) or +1(412) 317-6671 (international) and using the passcode, 13753250.
Copies of Veris Residential, Inc.’s third quarter 2025 Form 10-Q and third quarter 2025 Supplemental Operating and Financial Data are available on Veris Residential, Inc.’s website under Financial Results.
In addition, once filed, these items will be available upon request from:
Veris Residential, Inc. Investor Relations Department
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey 07311
ABOUT THE COMPANY
Veris Residential, Inc. is a forward-thinking real estate investment trust (REIT) that primarily owns, operates, acquires and develops premier Class A multifamily properties in the Northeast. Our technology-enabled, vertically integrated operating platform delivers a contemporary living experience aligned with residents' preferences while positively impacting the communities we serve. We are guided by an experienced management team and Board of Directors, underpinned by leading corporate governance principles; a best-in-class approach to operations; and an inclusive culture based on meritocratic empowerment.
For additional information on Veris Residential, Inc. and our properties available for lease, please visit http:// www.verisresidential.com/.
The information in this press release must be read in conjunction with, and is modified in its entirety by, the Annual Report on Form 10-K (the “10-K”) filed by the Company for the same period with the Securities and Exchange Commission (the “SEC”) and all of the Company’s other public filings with the SEC (the “Public Filings”). In particular, the financial information contained herein is subject to and qualified by reference to the financial statements contained in the 10-Q, the footnotes thereto and the limitations set forth therein. Investors may not rely on the press release without reference to the 10-Q and the Public Filings, available at https://investors.verisresidential.com/financial-information.
We consider portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations, and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we may not anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.
1Net of land and other impairments, and loss on disposition of developable land. See Annex 7 for breakout of noncontrolling interests in consolidated joint ventures.
11
Components of Net Asset Value
($ in thousands)
Real Estate Portfolio
Other Assets
Operating Multifamily NOI1
Total
At Share
Cash and Cash Equivalents
$8,778
New Jersey Waterfront
$168,828
$147,807
Restricted Cash
17,042
Massachusetts
20,264
20,264
Other Assets
50,818
Other
15,324
9,587
Subtotal Other Assets
$76,638
Total Multifamily NOI2
$204,416
$177,658
Commercial NOI3
4,240
3,346
Liabilities and Other Considerations
Total NOI
$208,656
$181,004
Operating - Consolidated Debt at Share
$1,338,821
Non-Strategic Assets
Operating - Unconsolidated Debt at Share
128,852
Other Liabilities
77,095
Estimated Value of Land Under Contract
$75,000
Revolving Credit Facility
31,000
Estimated Value of Remaining Land
35,395
Preferred Units
9,294
Total Non-Strategic Assets4
$110,395
Subtotal Liabilities and Other Considerations
$1,585,062
Outstanding Shares5
Diluted Weighted Average Shares Outstanding for 3Q 2025 (in 000s)
102,493
1 See Multifamily Operating Portfolio page for more details. The Real Estate Portfolio table is reflective of the quarterly NOI annualized, including management fees.
2 Signature Place, 145 Front Street, The James and Quarry Place were sold in the third quarter. They contributed $43K, $398K, $571K, and $753K of NOI, respectively, for the quarter and have been removed from this subtotal. Normalized Real Estate Taxes are $8.8 million quarterly, $400 thousand lower than what was reported in the third quarter.
5 Outstanding shares for the quarter ended September 30, 2025 is comprised of the following (in 000s): 93,476 weighted average common shares outstanding, 8,611 weighted average Operating Partnership common and vested LTIP units outstanding, and 406 shares representing the dilutive effect of stock-based compensation awards.
2 The sum of property level revenue, straight line and ASC 805 adjustments; less: operating expenses, real estate taxes and utilities. These are shown at 100% and include management fees.
3 The loan on Portside at East Pier was paid off in August 2025.
4 Rental revenue associated with retail leases is included in the NOI disclosure above.
*Properties that are currently in the collateral pool for the Revolving Credit Facility. Following the July 9, 2025 amendment of the facility, the required number of collateral assets was reduced from five to two. Subsequent to the quarter end, negative pledge and assignment of proceeds of Portside at East Pier were added as incremental collateral.
1 Port Imperial South - Garage and Port Imperial North - Garage include approximately 850 and 686 parking spaces, respectively.
2 The Company has an additional 34,375 SF of developable retail space within land developments that is not represented in this table. The company owns 100% of the developable land parcel units.
3 PI South - Building 2 land was sold in August 2025, representing 245 total units and 123 units at share.
14
Same Store Market Information1
Sequential Quarter Comparison
(NOI in thousands)
NOI at Share
Occupancy
Blended Lease Tradeouts2
Apartments
3Q 2025
2Q 2025
Change
3Q 2025
2Q 2025
Change
3Q 2025
2Q 2025
Change
New Jersey Waterfront
5,067
$37,442
$37,814
(1.0)%
94.6%
92.8%
1.8%
3.9%
6.0%
(2.1)%
Massachusetts
802
5,261
5,346
(1.6)%
95.7%
95.7%
—%
2.5%
4.1%
(1.6)%
Other3
712
2,739
2,835
(3.4)%
94.4%
94.3%
0.1%
9.8%
11.1%
(1.3)%
Total
6,581
$45,442
$45,995
(1.2)%
94.7%
93.3%
1.4%
3.9%
5.8%
(1.9)%
Year-over-Year Third Quarter Comparison
(NOI in thousands)
NOI at Share
Occupancy
Blended Lease Tradeouts2
Apartments
3Q 2025
3Q 2024
Change
3Q 2025
3Q 2024
Change
3Q 2025
3Q 2024
Change
New Jersey Waterfront
5,067
$37,442
$38,837
(3.6)%
94.6%
95.3%
(0.7)%
3.9%
6.0%
(2.1)%
Massachusetts
802
5,261
5,230
0.6%
95.7%
94.7%
1.0%
2.5%
2.7%
(0.2)%
Other3
712
2,739
2,614
4.8%
94.4%
93.6%
0.8%
9.8%
(7.2)%
17.0%
Total
6,581
$45,442
$46,681
(2.7)%
94.7%
95.0%
(0.3)%
3.9%
5.0%
(1.1)%
Average Revenue per Home
Apartments
3Q 2025
2Q 2025
1Q 2025
4Q 2024
3Q 2024
New Jersey Waterfront
5,067
$4,524
$4,499
$4,430
$4,441
$4,371
Massachusetts
802
3,263
3,244
3,186
3,161
3,160
Other3
712
3,453
3,392
3,291
3,376
3,387
Total
6,581
$4,255
$4,226
$4,155
$4,170
$4,117
1 All statistics are based off the current 6,581 Same Store pool. These values reflect the Company's pro-rata ownership. Sable is shown as 85% for all comparative periods, reflecting VRE ownership level prior to the consolidation in April 2025.
2 Blended lease tradeouts exclude properties not managed by Veris for all periods shown.
1 These values represent the Company's pro-rata ownership. Sable is shown as 85% for all comparative periods, reflecting VRE ownership level prior to the consolidation in April 2025. These are shown at share and exclude management fees. .
2 Revenues reported based on Generally Accepted Accounting Principals or "GAAP".
As of September 30, all of the Company's total debt portfolio (consolidated and unconsolidated) is hedged or fixed with a weighted average interest rate of 4.76% and a weighted average maturity of 2.6 years.
($ in thousands)
As of 9/30
Balance
% of Total
Weighted Average Interest Rate
Weighted Average Maturity in Years
Fixed Rate & Hedged Debt
Fixed Rate & Hedged Secured Debt
$1,442,069
100.0%
4.77%
2.38
Variable Rate Debt
Variable Rate Debt
—
—%
—%
—
Totals / Weighted Average
$1,442,069
100.0%
4.77%
2.38
Unamortized Deferred Financing Costs
(8,532)
Total Consolidated Debt, net
$1,433,537
Partners’ Share
(72,248)
VRE Share of Total Consolidated Debt, net1
$1,361,289
Unconsolidated Secured Debt
VRE Share
$128,852
38.7%
4.32%
3.86
Partners’ Share
203,961
61.3%
4.32%
3.86
Total Unconsolidated Secured Debt
$332,813
100.0%
4.32%
3.86
Pro Rata
Fixed Rate & Hedged Secured Debt
$1,498,673
100.0%
4.76%
2.56
Variable Rate Secured Debt
—
—%
—%
—
Total Pro Rata Debt Portfolio
$1,498,673
100.0%
4.76%
2.56
Debt Maturity Schedule as of September 30, 20252,3
1 Minority interest share of consolidated debt is comprised of $33.7 million at BLVD 425, $29.3 million at BLVD 401 and $9.2 million at Port Imperial South Garage.
2 The Revolver and Unused Revolver Capacity are shown with the one-year extension option utilized on the facilities.
3 The graphic reflects VRE share of consolidated debt balances only. The loan encumbering Emery is represented among the 2026 maturities as it features a contractual rate step-up in January 2026. Dollars are shown in millions.
18
Annex 1: Transaction Activity
$ in thousands
Location
Transaction Date
Number of Buildings
Units
Gross Proceeds
2025 dispositions-to-date
Land
65 Livingston
Roseland, NJ
1/24/2025
N/A
N/A
$7,300
Wall Land
Wall Township, NJ
4/3/2025
N/A
N/A
31,000
PI North - Building 6 and Riverbend I1
West New York, NJ
4/21/2025
N/A
N/A
6,500
1 Water
White Plains, NY
4/29/2025
N/A
N/A
15,500
PI South - Building 21
Weehawken, NJ
8/28/2025
N/A
N/A
19,000
Land dispositions-to-date
N/A
N/A
$79,300
Multifamily
Metropolitan at 40 Park1
Morristown, NJ
4/21/2025
1
130
$600
Signature Place
Morris Plains, NJ
7/9/2025
1
197
85,000
145 Front Street
Worcester, MA
7/22/2025
1
365
122,200
The James
Park Ridge, NJ
8/14/2025
1
240
117,000
Quarry Place
Eastchester, NY
9/25/2025
1
108
63,0002
Multifamily dispositions-to-date
5
1,040
$387,800
Total dispositions-to-date
$467,100
2025 acquisitions-to-date
Multifamily
Sable
Jersey City, NJ
4/21/2025
1
762
$38,5003
Multifamily acquisitions-to-date
1
762
$38,500
1 Represents gross value associated with Veris' share of the sale.
2 Gross proceeds include the buyer's assumption of the $41.0 million mortgage loan encumbering the property.
3 Represents gross value associated with the purchase of our partner's 15% equity interest in the Jersey City property now known as Sable.
19
Annex 2: Reconciliation of Net Income (loss) to NOI (three months ended)
3Q 2025
2Q 2025
Total
Total
Net Income (loss)
$
81,326
$
11,843
Deduct:
Management fees
(523)
(766)
Loss (income) from discontinued operations
(3,782)
27
Interest and other investment income
(173)
(70)
Equity in (earnings) loss of unconsolidated joint ventures
(340)
(526)
(Gain) loss on disposition of developable land
1,118
(36,566)
(Gain) loss from extinguishment of debt, net
3,212
—
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net
(91,037)
6,877
(Gain) loss on sale of unconsolidated joint venture interests
—
(5,122)
Other (income) expense, net
121
(528)
Add:
Property management
4,261
4,088
General and administrative
8,517
9,605
Transaction-related costs
1,550
1,570
Depreciation and amortization
21,073
22,471
Interest expense
22,240
24,604
Provision for income taxes
35
93
Land and other impairments, net
—
12,467
Net operating income (NOI)
$
47,598
$
50,067
Summary of Consolidated Multifamily NOI by Type (unaudited):
3Q 2025
2Q 2025
Total Consolidated Multifamily - Operating Portfolio
$
44,851
$
47,316
Total Consolidated Commercial
1,060
1,183
Total NOI from Consolidated Properties (excl. unconsolidated JVs/subordinated interests)
$
45,911
$
48,499
NOI (loss) from services, land/development/repurposing & other assets
Annex 3: Consolidated Statement of Operations and Non-GAAP Financial Footnotes
FFO, Core FFO, AFFO, NOI, & Adjusted EBITDA
1.Calculated based on weighted average common shares outstanding, assuming redemption of Operating Partnership common units into common shares 8,611 and 8,684 shares for the three months ended September 30, 2025 and 2024, respectively, and 8,620 and 8,689 shares for the nine months ended September 30, 2025 and 2024, respectively, plus dilutive Common Stock Equivalents (i.e. stock options).
2.Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $0.5 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $3.7 million and $7.5 million for the nine months ended September 30, 2025 and 2024 respectively. Excludes non-real estate-related depreciation and amortization of $0.2 million for each of the three months ended September 30, 2025 and 2024, respectively, and $0.4 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively.
3.Funds from operations is calculated in accordance with the definition of FFO of the National Association of Real Estate Investment Trusts (Nareit). See Non-GAAP Financial Definitions for information About FFO, Core FFO, AFFO, NOI & Adjusted EBITDA.
4.Represents the Company's controlling interest portion of the $15.7 million land and other impairment charge during the nine months ended September 30, 2025.
5.Represents the Company's controlling interest portion of the $1.1 million loss and $35.3 million gain on disposition of developable land during the three and nine months ended September 30, 2025, respectively.
6.Accounting for the impact of Severance/Compensation related costs, General and Administrative expense was $8.0 million and $8.8 million for the three months ended September 30, 2025 and 2024, respectively, and $26.1 million and $26.9 million for the nine months ended September 30, 2025 and 2024, respectively.
7.Accounting for the impact of Severance/Compensation related costs, Property Management expense was $3.6 million and $3.7 million for the three months ended September 30, 2025 and 2024, respectively, and $10.7 million and $11.0 million for the nine months ended September 30, 2025 and 2024, respectively.
8.Includes the Company's share from unconsolidated joint ventures of $0 and ($72) thousand for the three months ended September 30, 2025 and 2024, respectively, and ($14) thousand and ($72) thousand for the nine months ended September 30, 2025 and 2024, respectively.
9.Includes the Company's share from unconsolidated joint ventures of ($5) thousand and ($58) thousand for the three months ended September 30, 2025 and 2024, respectively and ($27) thousand and $35 thousand for the nine months ended September 30, 2025 and 2024, respectively.
10.Excludes expenditures for tenant spaces in properties that have not been owned by the Company for at least a year.
1 The sum of property level revenue, straight line and ASC 805 adjustments; less: operating expenses, real estate taxes and utilities. These are shown at 100% and include management fees.
22
Annex 5: Debt Profile Footnotes
1.Effective rate of debt, including deferred financing costs, comprised of debt initiation costs, and other transaction costs, as applicable.
2.The loan on Portside at East Pier was fully repaid in August 2025, the three-year cap was also terminated.
3.The loan on Upton is hedged with an interest rate cap at a strike rate of 3.5%, expiring in November 2026.
4.The loan on RiverHouse 9 at Port Imperial is hedged with an interest rate cap at a strike rate of 3.5%, expiring in July 2026.
5.In September 2025, the Company sold the property (Quarry Place), simultaneously assigning the $41 million mortgage to the purchaser.
6.The loan on Sable was consolidated in April 2025 upon the acquisition of the remaining 15% controlling interest in the joint venture previously referred to as "Urby at Harborside".
7.Effective rate reflects the fixed rate period, which ends on January 1, 2026. After that period ends, the Company must make a one-time interest rate election of either: (a) the floating-rate option, the sum of the highest prime rate as published in the New York Times on each applicable Rate Change Date plus 2.75% annually or (b) the fixed-rate option, the sum of the Five Year Fixed Rate Advance of the Federal Home Loan Bank of New York in effects as of the first business day of the month which is three months prior to the Rate Change Date plus 3.00% annually.
8.The Company's facilities consist of a $300 million Revolver and $200 million delayed-draw Term Loan and are supported by a group of eight lenders. The eight lenders consists of JP Morgan Chase and Bank of New York Mellon as Joint Bookrunners; Bank of America Securities, Capital One, Goldman Sachs Bank USA, and RBC Capital Markets as Joint Lead Arrangers; and Associated Bank and Eastern Bank as participants. In July 2025, the Company amended its existing facility and fully repaid the Term Loan. In August 2025, the Company terminated $55 million of the $200 million of interest rate cap at strike rate of 3.5%, expiring in July 2026. The amendment also reduced the number of participating Lenders from eight to seven. The facilities have a three-year term ending April 22, 2027, with a one-year extension option. The Revolver remains fully hedged through interest rate caps at a 3.5% strike rate, also expiring in July 2026.
Included in this financial package are Funds from Operations, or FFO, Core Funds from Operations, or Core FFO, net operating income, or NOI and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization, or Adjusted EBITDA, each a “non-GAAP financial measure,” measuring Veris Residential, Inc.’s historical or future financial performance that is different from measures calculated and presented in accordance with generally accepted accounting principles (“U.S. GAAP”), within the meaning of the applicable Securities and Exchange Commission rules. Veris Residential, Inc. believes these metrics can be a useful measure of its performance which is further defined.
Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted "EBITDA")
The Company defines Adjusted EBITDA as Core FFO, plus interest expense, plus income tax expense, plus income
(loss) in noncontrolling interest in consolidated joint ventures, and plus adjustments to reflect the entity's share of
Adjusted EBITDA of unconsolidated joint ventures. The Company presents Adjusted EBITDA because the Company
believes that Adjusted EBITDA, along with cash flow from operating activities, investing activities and financing
activities, provides investors with an additional indicator of the Company’s ability to incur and service debt. Adjusted
EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an
indication of the Company’s financial performance, as an alternative to net cash flows from operating activities
(determined in accordance with GAAP), or as a measure of the Company’s liquidity.
Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Normalized) (Adjusted "EBITDA" (Normalized))
The Company defines Adjusted EBITDA (Normalized) as Adjusted EBITDA, adjusted to reflect the effects of non-recurring property transactions. In the case of acquisition properties, Adjusted EBITDA (Normalized) would be calculated based on Adjusted EBITDA plus the Company’s income (loss) for its ownership period annualized and included on a trailing twelve month basis. In the case of disposition properties, Adjusted EBITDA (Normalized) would be calculated based on Adjusted EBITDA minus the disposition property’s actual income (loss) on a trailing twelve month basis. In the case of joint venture transaction properties whereby the Company acquires a controlling interest and subsequently consolidates the acquired asset, Adjusted EBITDA (Normalized) would be calculated based on Adjusted EBITDA plus the actual income (loss) on a trailing twelve month basis in proportion to the Company’s economic interests in the joint venture as of the reporting date minus recurring joint venture distributions (the Company’s practice for EBITDA recognition for joint ventures). The Company presents Adjusted EBITDA (Normalized) because the Company believes that Adjusted EBITDA (Normalized) provides a more appropriate denominator for its calculation of the Net Debt-to-EBITDA ratio as it reflects the leverage profile of the Company as of the reporting date. Adjusted EBITDA (Normalized) should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity.
Blended Net Rental Growth Rate or Blended Lease Rate
Weighted average of the net effective change in rent (inclusive of concessions) for a lease with a new resident or for a renewed lease compared to the rent for the prior lease of the identical apartment unit.
Core FFO and Adjusted FFO ("AFFO")
Core FFO is defined as FFO, as adjusted for certain items to facilitate comparative measurement of the Company's performance over time. Adjusted FFO ("AFFO") is defined as Core FFO less (i) recurring tenant improvements, leasing commissions, and capital expenditures, (ii) straight-line rents and amortization of acquired above/below market leases, net, and (iii) other non-cash income, plus (iv) other non-cash charges. Core FFO and Adjusted AFFO are presented solely as supplemental disclosure that the Company's management believes provides useful information to investors and analysts of its results, after adjusting for certain items to facilitate comparability of its performance from period to period. Core FFO and Adjusted FFO are non-GAAP financial measures that are not intended to represent cash flow and are not indicative of cash flows provided by operating activities as determined in accordance with GAAP. As there is not a generally accepted definition established for Core FFO and Adjusted FFO, the Company's measures of Core FFO may not be comparable to the Core FFO and Adjusted FFO reported by other REITs. A reconciliation of net income per share to Core FFO and Adjusted FFO in dollars and per share are included in the financial tables accompanying this press release.
Funds From Operations ("FFO")
FFO is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with U.S. GAAP, excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. The Company believes that FFO per share is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO per share excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO per share can facilitate comparison of operating performance between equity REITs.
FFO per share should not be considered as an alternative to net income available to common shareholders per share as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO per share presented herein is not necessarily comparable to FFO per share presented by other real estate companies due to the fact that
26
Non-GAAP Financial Definitions
not all real estate companies use the same definition. However, the Company’s FFO per share is comparable to the FFO per share of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“Nareit”). A reconciliation of net income per share to FFO per share is included in the financial tables accompanying this press release.
NOI and Same Store NOI
NOI represents total revenues less total operating expenses, as reconciled to net income above. The Company considers NOI to be a meaningful non-GAAP financial measure for making decisions and assessing unlevered performance of its property types and markets, as it relates to total return on assets, as opposed to levered return on equity. As properties are considered for sale and acquisition based on NOI estimates and projections, the Company utilizes this measure to make investment decisions, as well as compare the performance of its assets to those of its peers. NOI should not be considered a substitute for net income, and the Company’s use of NOI may not be comparable to similarly titled measures used by other companies. The Company calculates NOI before any allocations to noncontrolling interests, as those interests do not affect the overall performance of the individual assets being measured and assessed. Same Store NOI includes joint ventures at their pro rata share based on legal ownership.
Same Store NOI is presented for the same store portfolio, which comprises all properties that were owned by the Company throughout both of the reporting periods.
