AvalonBay Communities (AVB) insider exits stake in merger creating Vivmark
Rhea-AI Filing Summary
AvalonBay Communities, Inc. (AVB) director Terry S. Brown reported a disposition to the issuer of 20,855.9231 shares of AVB common stock (including deferred stock units), leaving 0 shares held directly. This occurred in connection with a merger of equals in which AVB combined with Equity Residential (EQR) on August 17, 2026, with AVB merging into a subsidiary of EQR. At the merger’s effective time, each deferred stock unit held by Brown was automatically converted into the right to receive 2.793 EQR common shares per unit. On August 14, 2026, AVB’s closing price was $184.06 per share and EQR’s was $65.97 per share. Following the merger, EQR changed its name to Vivmark Residential.
Positive
- None.
Negative
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Insider Trade Summary
Net Seller: 20,855.9231 shares
Net Sell
1 txn
Insider
Brown Terry S.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, par value $.01 per share F1, F2, F3 | 20,855.9231 | -- | -- |
Holdings After Transaction:
Common Stock, par value $.01 per share — 0 shares (Direct)
Footnotes (3)
- 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 deferred stock unit held by the Reporting Person 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. 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 deferred stock units.
Key Figures
Shares disposed: 20,855.9231 shares
Shares held after transaction: 0.0000 shares
Exchange Ratio: 2.793
+4 more
7 metrics
Shares disposed
20,855.9231 shares
Common stock, including deferred stock units, disposed to issuer in merger-related transaction
Shares held after transaction
0.0000 shares
Direct ownership of AVB common stock following the reported disposition
Exchange Ratio
2.793
EQR common shares received per AVB deferred stock unit at the effective time of the merger
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 EQR common shares on August 14, 2026
Merger Agreement date
May 20, 2026
Date of the Agreement and Plan of Merger among AVB, EQR and related entities
Merger completion date
August 17, 2026
Date AVB and EQR completed their merger of equals
Key Terms
Agreement and Plan of Merger, merger of equals, deferred stock unit, Exchange Ratio, +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.
deferred stock unit financial
"each issued and outstanding deferred stock unit held by the Reporting Person"
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.
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.
FAQ
What transaction did Terry S. Brown report in AVB Form 4?
Terry S. Brown reported a disposition to the issuer of 20,855.9231 shares of AvalonBay Communities (AVB) common stock, including deferred stock units, in connection with the merger of equals between AVB and Equity Residential on August 17, 2026.
What was the merger involving AvalonBay Communities (AVB) and Equity Residential (EQR)?
AvalonBay Communities (AVB) and Equity Residential (EQR) completed a merger of equals on August 17, 2026. AVB merged into a subsidiary of EQR, which survived as a wholly owned EQR subsidiary, and EQR later changed its name to Vivmark Residential.
How were Terry S. Brown’s deferred stock units in AVB treated in the AVB–EQR merger?
At the merger’s effective time, each AVB deferred stock unit held by Terry S. Brown was automatically converted into the right to receive 2.793 EQR common shares. These EQR common shares have a par value of $0.01 per share.
What new name did Equity Residential adopt after the AVB merger?
Following the merger with AvalonBay Communities (AVB), Equity Residential (EQR) changed its name to Vivmark Residential. This name change occurred in connection with the completion of the merger of equals transaction on August 17, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
