AvalonBay (NYSE: AVB) insider trades shares as EQR becomes Vivmark Residential
Rhea-AI Filing Summary
AvalonBay Communities, Inc. (AVB) senior vice president Sean Thomas Willson reported two non-market transactions tied to AVB’s merger with Equity Residential (EQR). He was deemed to acquire 1,430 shares of AVB common stock from previously granted performance-based PSUs, which converted into rights to receive EQR equity subject to time vesting. He also disposed of 5,902.7233 AVB shares to the issuer in the merger completed on August 17, 2026, where each AVB share converted into the right to receive 2.793 EQR common shares plus cash in lieu of fractional shares. On August 14, 2026, AVB closed at $184.06 and EQR at $65.97, and EQR changed its name to Vivmark Residential.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,472.7233 shares
Net Sell
2 txns
Insider
Willson Sean Thomas
Role
Senior Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 1,430 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 5,902.7233 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock, par value $.01 per share — 0 shares (Direct)
Footnotes (4)
- 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.
Key Figures
Shares acquired: 1,430 shares
Shares disposed: 5,902.7233 shares
Exchange Ratio: 2.793
+3 more
6 metrics
Shares acquired
1,430 shares
Deemed acquisition of AVB common stock from PSUs on August 17, 2026
Shares disposed
5,902.7233 shares
Disposition of AVB common stock to issuer at merger effective time
Exchange Ratio
2.793
EQR common shares received for each AVB common share in 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 effective date
August 17, 2026
Date AVB and EQR completed their merger of equals
Key Terms
restricted stock units, performance-based vesting conditions, Agreement and Plan of Merger, Exchange Ratio, +1 more
5 terms
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.
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.
limited partnership interests financial
"restricted shares of Equity Residential or limited partnership interests in ERP"
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 executive Sean Thomas Willson report in this Form 4 for AVB?
Sean Thomas Willson reported a grant/award of 1,430 AVB common shares from previously granted PSUs and a disposition of 5,902.7233 AVB shares back to the issuer, both occurring on August 17, 2026, in connection with the AVB–EQR merger.
What were the reported stock prices for AVB and EQR around the merger date?
On August 14, 2026, AVB common stock closed at $184.06 per share, while EQR common shares closed at $65.97 per share. These prices provide context for the merger exchange ratio of 2.793 EQR shares for each AVB share.
Did the AVB–EQR merger involve a change of name for Equity Residential?
Yes. In connection with the merger of equals between AVB and EQR, Equity Residential changed its name to Vivmark Residential. AVB merged into a merger subsidiary that became a wholly owned subsidiary of the renamed Vivmark Residential.
Were Sean Thomas Willson’s Form 4 transactions in AVB reported under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan. The transactions are instead described as arising from the automatic treatment of AVB equity awards and shares under the AVB–EQR merger agreement at the effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
