AvalonBay (NYSE: AVB) director swaps entire AVB stake for Vivmark shares
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC director Timothy J. Naughton reported dispositions of all remaining AVB equity interests in connection with AVB’s merger of equals with Equity Residential. AVB common stock, deferred stock units and restricted shares, including 111,593.9208 directly held AVB shares and 14,024 indirectly held through a family trust, were converted into the right to receive Equity Residential (now Vivmark Residential) common shares at a fixed 2.793 exchange ratio. In a separate transaction, 69,832 AVB stock options with a $180.32 exercise price and 2031-02-25 expiration were disposed of to the issuer and, under the merger terms, converted into options to acquire Vivmark Residential shares on adjusted terms. Following these transactions, the reported AVB common stock and options positions are shown as 0.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 125,617.9208 shares
Net Sell
3 txns
Insider
NAUGHTON TIMOTHY J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5 | 69,832 | -- | -- |
| Disposition | Common Stock, par value $.01 per share F1, F2, F3 | 111,593.9208 | -- | -- |
| Disposition | Common Stock, par value $.01 per share F1, F2, F4 | 14,024 | -- | -- |
Holdings After Transaction:
Employee Stock Options (Right to Buy) — 0 shares (Direct);
Common Stock, par value $.01 per share — 0 shares (Direct);
Common Stock, par value $.01 per share — 0 shares (Indirect, By Family Trust)
Footnotes (5)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.
- F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.
- F3. This total includes shares of AVB Common Stock, deferred stock units and restricted shares.
- F4. Reflects indirect beneficial ownership by spouse through Family Trust and the reporting person disclaims any beneficial ownership in these shares.
- F5. Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent).
Key Figures
AVB options disposed: 69,832 shares
Option exercise price: $180.32 per share
Direct AVB common shares: 111,593.9208 shares
+5 more
8 metrics
AVB options disposed
69,832 shares
Employee stock options to buy AVB common stock converted at the merger effective time
Option exercise price
$180.32 per share
Exercise price of AVB stock options converted into Equity Residential options
Direct AVB common shares
111,593.9208 shares
Directly held AVB common stock, deferred stock units and restricted shares converted in merger
Indirect AVB common shares
14,024 shares
Indirect beneficial ownership by spouse through Family Trust, subject to merger conversion
Exchange Ratio
2.793
EQR common shares received per share or unit of AVB common stock at effective time
AVB closing price
$184.06 per share
Closing price of AVB common stock on August 14, 2026 cited in merger description
EQR closing price
$65.97 per share
Closing price of Equity Residential common shares on August 14, 2026
Option expiration
2031-02-25
Original expiration date of AVB stock options converted into EQR options
Key Terms
Agreement and Plan of Merger, merger of equals, Exchange Ratio, deferred stock unit, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
merger of equals financial
"AVB and EQR combined in a merger of equals on August 17, 2026"
A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.
Exchange Ratio financial
"was automatically converted into the right to receive 2.793 (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
deferred stock unit financial
"each issued and outstanding share of common stock ... and deferred stock unit held"
A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.
indirect beneficial ownership financial
"Reflects indirect beneficial ownership by spouse through Family Trust"
options to acquire financial
"options to acquire AVB Common Stock ... were converted into the right to receive options to acquire EQR"
FAQ
What AVB holdings did Timothy J. Naughton report disposing of in this Form 4 for AVB?
Timothy J. Naughton reported disposing of all remaining AVB equity interests, including AVB common stock, deferred stock units, restricted shares and 69,832 AVB stock options, as part of the merger with Equity Residential (now Vivmark Residential).
What happened to Timothy J. Naughton’s AVB stock options according to this AVB Form 4?
At the merger’s effective time, Naughton’s 69,832 AVB stock options with a $180.32 exercise price were disposed of to AVB and converted into options to acquire Equity Residential (Vivmark Residential) shares using the 2.793 exchange ratio and adjusted exercise prices.
What indirect AVB holdings through a family trust are disclosed in this AVB Form 4?
The Form 4 shows an indirect position of 14,024 AVB common shares held by a spouse through a family trust. The reporting person disclaims beneficial ownership of these shares, though they were also subject to conversion in the merger.
What were the reference market prices for AVB and Equity Residential before the merger conversion?
On August 14, 2026, AVB common stock closed at $184.06 per share and Equity Residential common shares closed at $65.97 per share, figures cited in describing the 2.793 exchange ratio for the merger conversion.
AI-generated analysis. How Rhea-AI works. Not financial advice.
