AvalonBay (NYSE: AVB) director swaps stake in Vivmark merger

Rhea-AI Filing Summary

AVALONBAY COMMUNITIES INC director Richard J. Lieb reported a disposition to the issuer of 9,928.6318 shares of AVB common stock, including deferred stock units, leaving 0 shares directly held after the transaction. The disposition occurred in connection with a merger of equals between AVB and Equity Residential effective August 17, 2026, under which each AVB share and relevant deferred stock unit was converted into the right to receive 2.793 Equity Residential common shares, with cash payable in lieu of fractional shares.

Insider Trade Summary

Net Seller: 9,928.6318 shares

Net Sell 1 txn

Insider Lieb Richard J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 per share F1, F2, F3	9,928.6318	--	--

Holdings After Transaction: Common Stock, par value $.01 per share — 0 shares (Direct)

Footnotes (3)

1. 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.
2. 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.
3. F3. This total includes shares of AVB Common Stock and deferred stock units.

Key Figures

Shares disposed: 9,928.6318 shares Shares following transaction: 0 shares Exchange Ratio: 2.793 +4 more

7 metrics

Shares disposed 9,928.6318 shares Total AVB common stock and deferred stock units disposed in issuer transaction

Shares following transaction 0 shares Directly held AVB common stock after merger-related disposition

Exchange Ratio 2.793 EQR common shares received per share of AVB common stock or deferred stock unit

AVB closing price $184.06 per share Closing price of AVB common stock on August 14, 2026

EQR closing price $65.97 per share Closing price of Equity Residential common shares on August 14, 2026

Par value AVB common stock $0.01 per share Par value of AvalonBay Communities common stock

Par value EQR common shares $0.01 per share Par value of Equity Residential common shares of beneficial interest

Key Terms

Agreement and Plan of Merger, merger of equals, Exchange Ratio, deferred stock units, +1 more

5 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 units financial

"each issued and outstanding share of common stock ... and deferred stock unit"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

common shares of beneficial interest financial

"2.793 ... common shares of beneficial interest, $0.01 par value per share"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

FAQ

What insider transaction did Richard J. Lieb report for AVB on this Form 4?

Richard J. Lieb reported a disposition to the issuer of 9,928.6318 AVB shares, including deferred stock units, in connection with the merger with Equity Residential, resulting in 0 AVB shares directly held afterward.

How were AvalonBay (AVB) shares converted in the merger with Equity Residential?

Each share of AVB common stock and applicable deferred stock unit was automatically converted into the right to receive 2.793 Equity Residential common shares, plus cash in lieu of any fractional Equity Residential shares that would otherwise have been issued.

What was the nature of the merger involving AvalonBay Communities (AVB)?

AvalonBay Communities and Equity Residential completed a merger of equals, with AVB merging into a merger subsidiary that became a wholly owned subsidiary of Equity Residential. Following completion, Equity Residential changed its name to Vivmark Residential.

What happened to Richard J. Lieb’s AVB holdings after the merger-related disposition?

After the transaction, Richard J. Lieb’s directly held position in AVB common stock was reported as 0 shares. His prior AVB shares and deferred stock units were converted into rights to receive Equity Residential (now Vivmark Residential) common shares under the stated exchange ratio.

What were the referenced AVB and Equity Residential stock prices around the merger?

On August 14, 2026, AVB common stock closed at $184.06 per share and Equity Residential common shares closed at $65.97 per share. These prices are cited alongside the 2.793 exchange ratio for informational context.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/17/2026 - 04:43 PM Accepted by SEC EDGAR 08/17/2026 - 04:43 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lieb Richard J

(Last) (First) (Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BOULEVARD STE 1000

(Street)

ARLINGTON VIRGINIA 22203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	08/17/2026		D(1)(2)		9,928.6318(3)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. 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.

3. This total includes shares of AVB Common Stock and deferred stock units.

	By Edward M. Schulman under Power of Attorney dated as of August 18, 2016	08/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)