AvalonBay (NYSE: AVB) exec logs option and share conversions
Rhea-AI Filing Summary
AvalonBay Communities executive Alaine Susan Walsh reported equity changes tied to the merger of AVB with Equity Residential (now Vivmark Residential). She disposed of 2,444 AVB stock options and 13,019 AVB common shares and was deemed to acquire 3,590 AVB shares from performance-based PSUs, all converted into Vivmark equity using a 2.793-for-1 exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 9,429 shares
Net Sell
3 txns
Insider
Walsh Alaine Susan
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5 | 2,444 | -- | -- |
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 3,590 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 13,019 | $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 (5)
- 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 and PSUs deemed to have been earned as of the Effective Time.
- 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).
Key Figures
Options disposed: 2,444 options
Option exercise price: $180.32 per share
Option expiration: February 25, 2031
+5 more
8 metrics
Options disposed
2,444 options
Employee stock options to acquire AVB Common Stock reported as disposition to issuer
Option exercise price
$180.32 per share
Conversion or exercise price of disposed AVB employee stock options
Option expiration
February 25, 2031
Expiration date of the reported AVB stock options prior to conversion
AVB shares deemed acquired
3,590 shares
Common Stock from PSUs deemed earned and converted at the merger effective time
AVB shares disposed
13,019 shares
AVB Common Stock converted into Vivmark (EQR) common shares in the merger
Exchange Ratio
2.793
EQR common shares received per AVB common share at the effective time
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
Key Terms
restricted stock units, performance-based vesting conditions, Merger of equals, 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
"pursuant to restricted stock units that were subject to performance-based vesting conditions"
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.
limited partnership interests financial
"or limited partnership interests in ERP Operating Limited Partnership"
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 Alaine Susan Walsh report on this Form 4 for AVB?
Alaine Susan Walsh reported disposing of 2,444 AVB stock options and 13,019 AVB common shares, while being deemed to acquire 3,590 AVB shares from performance-based PSUs. These positions converted into equity of Vivmark Residential in connection with the merger.
How is the AVB and Equity Residential merger described in this AVB Form 4 filing?
The filing states that AVB and Equity Residential combined in a merger of equals effective August 17, 2026. AVB merged into a merger subsidiary that became a wholly owned subsidiary of Equity Residential, which then changed its name to Vivmark Residential.
How were AVB PSUs held by Alaine Susan Walsh treated in the AVB merger transaction?
Performance-based PSUs were deemed earned at at least the target level, based on Compensation Committee determinations. They then converted into restricted Vivmark shares or ERP Operating Limited Partnership interests, remaining subject to the same time-based vesting conditions as the original AVB PSUs.
What happened to AVB stock options held by the AVB executive in this Form 4?
Outstanding AVB stock options were converted into options to acquire Vivmark (EQR) common shares. The number of Vivmark shares equals AVB option shares multiplied by the 2.793 exchange ratio, and the exercise price was adjusted by dividing the original AVB price by the same ratio.
AI-generated analysis. How Rhea-AI works. Not financial advice.
