AvalonBay (NYSE: AVB) director exits stake as units convert into Equity Residential stock
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC reported that director Ronald L. Havner Jr. disposed of 21,149.8805 shares of common stock, including deferred stock units, as a disposition to the issuer, leaving 0 shares directly held. This occurred in connection with a merger of equals in which AvalonBay combined with Equity Residential, with AvalonBay merging into a subsidiary of Equity Residential that continues as a wholly owned subsidiary renamed Vivmark Residential. At the merger’s effective time, each deferred stock unit held by Havner was converted into the right to receive 2.793 Equity Residential common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 21,149.8805 shares
Net Sell
1 txn
Insider
HAVNER RONALD L JR
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, par value $.01 per share F1, F2, F3 | 21,149.8805 | -- | -- |
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: 21,149.8805 shares
Shares following transaction: 0.0000 shares
Exchange Ratio: 2.793
+2 more
5 metrics
Shares disposed
21,149.8805 shares
Common Stock, disposition to issuer reported for Ronald L. Havner Jr.
Shares following transaction
0.0000 shares
Direct AVB common stock holdings after the merger-related disposition
Exchange Ratio
2.793
EQR common shares received per 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 Equity Residential common shares on August 14, 2026
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 AVB director Ronald L. Havner Jr. report on this Form 4 for AvalonBay Communities (AVB)?
Ronald L. Havner Jr. reported a disposition to the issuer of 21,149.8805 AVB common shares, including deferred stock units. After this merger-related transaction, his reported direct holdings of AVB common stock were 0 shares.
How is AvalonBay Communities (AVB) involved in the merger with Equity Residential described in the Form 4?
AvalonBay Communities (AVB) and Equity Residential completed a merger of equals, with AVB merging into a subsidiary of Equity Residential. That surviving subsidiary became a wholly owned subsidiary of Equity Residential, which changed its name to Vivmark Residential after the merger.
What exchange ratio applied to Ronald L. Havner Jr.’s deferred stock units in the AVB–EQR merger?
Each deferred stock unit held by Ronald L. Havner Jr. was converted into the right to receive 2.793 Equity Residential common shares. This automatic conversion occurred at the merger’s effective time as part of the AVB and Equity Residential merger of equals.
What reference market prices for AVB and Equity Residential are disclosed in this Form 4 filing?
The filing notes that on August 14, 2026, AVB common stock closed at $184.06 per share, while Equity Residential common shares closed at $65.97 per share. These prices are disclosed in connection with the merger and exchange ratio context.
Did Ronald L. Havner Jr. retain any AvalonBay (AVB) common stock after the reported merger-related disposition?
No. Following the reported disposition to the issuer of 21,149.8805 AVB shares, including deferred stock units, Havner’s direct AVB common stock holdings were reported as 0 shares. His economic interest shifted to rights to receive Equity Residential shares via the exchange ratio.
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