AvalonBay (NYSE: AVB) chief’s stake rolls into Vivmark at 2.793:1
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC CEO & President Benjamin Schall reported equity changes tied to a merger of equals between AvalonBay and Equity Residential, which was renamed Vivmark Residential. In the merger, 178,819.7606 shares of AvalonBay common stock held by him were automatically converted into the right to receive Equity Residential common shares at an exchange ratio of 2.793 EQR shares per AvalonBay share, plus cash in lieu of fractional shares. He also reported an acquisition of 78,257 shares of AvalonBay common stock deemed earned from performance-based restricted stock units, and multiple employee stock option awards on AvalonBay shares were converted into options to acquire Equity Residential common shares with adjusted share counts and exercise prices, while preserving their original vesting schedules.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 100,562.7606 shares
Net Sell
7 txns
Insider
Schall Benjamin
Role
CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5, F6 | 21,772 | -- | -- |
| Disposition | Employee Stock Options (Right to Buy) F5, F7 | 9,473 | -- | -- |
| Disposition | Employee Stock Options (Right to Buy) F5, F8 | 12,651 | -- | -- |
| Disposition | Employee Stock Options (Right to Buy) F5, F9 | 10,073 | -- | -- |
| Disposition | Employee Stock Options (Right to Buy) F5, F10 | 8,304 | -- | -- |
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 78,257 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 178,819.7606 | $0.00 | $0.00 |
Holdings After Transaction:
Employee Stock Options (Right to Buy) — 0 shares (Direct);
Common Stock, par value $.01 per share — 0 shares (Direct)
Footnotes (10)
- F1. Represents the deemed acquisition of common stock, par value $0.01 per share ("AVB Common Stock"), of AvalonBay Communities, Inc., a Maryland corporation ("AVB"), pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a "PSU"), which were previously granted to the Reporting Person. The number of PSUs reflects deemed achievement at the greater of actual performance and the target level for each respective award, as determined by the Compensation Committee of AVB effective as of the Effective Time (as defined below), and the PSUs converted into the right to receive restricted shares of Equity Residential, a Maryland real estate investment trust ("EQR") or limited partnership interests in ERP Operating Limited Partnership, an Illinois limited partnership ("ERP OP"), the operating partnership of EQR, in each case, subject to the same time-based vesting conditions that were previously applicable to the PSUs.
- F2. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AVB, EQR, ERP OP, 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.
- F3. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of AVB Common Stock 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, plus 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.
- F4. This total includes shares of AVB Common Stock, restricted shares, PSUs deemed to have been earned as of the Effective Time and shares acquired through AVB's Employee Stock Purchase Plan.
- 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).
- F6. These options vest in three equal annual installments, with the first installment vesting on 3/1/2027.
- F7. These options vest in three equal annual installments, with the first installment having vested on 3/1/2026.
- F8. These options vest in three equal annual installments, with the first installment having vested on 3/1/2025.
- F9. These options vest in three equal annual installments, with the first installment having vested on 3/1/2024.
- F10. These options vest in three equal annual installments, with the first installment having vested on 3/1/2023.
Key Figures
AvalonBay shares converted: 178,819.7606 shares
Performance-based shares deemed earned: 78,257 shares
Exchange Ratio: 2.793
+3 more
6 metrics
AvalonBay shares converted
178,819.7606 shares
AvalonBay common stock held and converted into the right to receive Equity Residential common shares at the effective time of the merger
Performance-based shares deemed earned
78,257 shares
AvalonBay common stock deemed acquired through performance-based restricted stock units as of the effective time
Exchange Ratio
2.793
Number of Equity Residential common shares received for each AvalonBay common share in the merger
AVB closing price
$184.06 per share
Closing price of AvalonBay common stock on August 14, 2026
EQR closing price
$65.97 per share
Closing price of Equity Residential common shares on August 14, 2026
Option exercise price example
$179.67 per share
Exercise price of one AvalonBay employee stock option grant before conversion into an Equity Residential option
Key Terms
Exchange Ratio, restricted stock units, performance-based vesting conditions, Agreement and Plan of Merger, +2 more
6 terms
Exchange Ratio financial
"2.793 (the "Exchange Ratio") common shares of beneficial interest"
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.
restricted stock units financial
"pursuant to restricted stock units that were subject to performance-based vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting conditions financial
"restricted stock units that were subject to performance-based vesting conditions"
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.
Employee Stock Options (Right to Buy) financial
"security_title": "Employee Stock Options (Right to Buy)"
limited partnership interests financial
"restricted shares of Equity Residential or limited partnership interests in ERP Operating"
An ownership stake in a limited partnership gives an investor the role of a limited partner who provides capital but does not run day-to-day operations; a separate general partner manages the business. It matters because limited partners share profits, losses, and tax benefits but generally cannot lose more than they invested and have little control or liquidity—think of it like quietly funding a small business while someone else manages it, with potential return and risk tied to the venture’s performance.
FAQ
What insider transactions did AVB CEO Benjamin Schall report on this Form 4?
Benjamin Schall reported mixed equity transactions related to a merger, including an acquisition of 78,257 AvalonBay shares from performance-based restricted stock units and a disposition of 178,819.7606 AvalonBay shares that were converted into the right to receive Equity Residential common shares.
What happened to Benjamin Schall’s AVB stock options in the AVB and EQR merger?
His outstanding options to acquire AvalonBay shares were converted into options to acquire Equity Residential common shares. The number of EQR shares per option equals AvalonBay option shares times the 2.793 exchange ratio, and each exercise price was divided by that ratio, with vesting schedules kept.
What performance-based awards did Benjamin Schall receive according to this AVB Form 4?
He was deemed to acquire 78,257 shares of AvalonBay common stock through performance-based restricted stock units. These units were determined at the greater of actual performance and target levels and then converted into rights to receive restricted Equity Residential shares or operating partnership interests.
What were the reference market prices for AVB and EQR around the merger noted in the Form 4?
On August 14, 2026, the reference date disclosed, AvalonBay common stock closed at $184.06 per share and Equity Residential common shares closed at $65.97 per share, figures used in describing the share conversion mechanics under the merger agreement.
Did the merger change the name of Equity Residential mentioned in the AVB filing?
Yes. In connection with the merger of equals between AvalonBay and Equity Residential, Equity Residential changed its name to Vivmark Residential. AvalonBay merged into a merger subsidiary that became a wholly owned subsidiary of the renamed company.
AI-generated analysis. How Rhea-AI works. Not financial advice.
