AvalonBay (NYSE: AVB) CIO equity shifts into Vivmark
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC reported equity award and conversion activity for Chief Investment Officer Matthew H. Birenbaum in connection with its merger of equals with Equity Residential, after which Equity Residential was renamed Vivmark Residential. Performance-based restricted stock units were deemed earned and converted into restricted Equity Residential shares or ERP Operating Limited Partnership interests, subject to existing time-based vesting. Each AvalonBay common share held by the reporting person at the effective time was automatically converted into the right to receive 2.793 Equity Residential common shares plus cash in lieu of fractional shares, and existing AvalonBay stock options were converted into options to acquire Equity Residential common shares with share count and exercise price adjusted by the 2.793 exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 85,285.9425 shares
Net Sell
3 txns
Insider
Birenbaum Matthew H.
Role
Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5 | 17,458 | -- | -- |
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 27,735 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 113,020.9425 | $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, 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).
Key Figures
PSUs converted: 27,735 shares
Common shares converted: 113,020.9425 shares
Options converted: 17,458 options
+5 more
8 metrics
PSUs converted
27,735 shares
Performance-based PSUs deemed earned and converted into restricted EQR shares or ERP OP interests at the Effective Time
Common shares converted
113,020.9425 shares
AVB common stock held converted into the right to receive EQR common shares using the Exchange Ratio at the Effective Time
Options converted
17,458 options
AVB stock options converted into options to acquire EQR common shares under the merger terms
Option exercise price
$180.32 per share
Exercise price of AVB stock options before conversion, adjusted by the Exchange Ratio for new EQR options
Exchange Ratio
2.793
Number of Equity Residential common shares received for each 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 Equity Residential common shares on August 14, 2026
Merger agreement date
May 20, 2026
Date of the Agreement and Plan of Merger among AVB, EQR, ERP OP and Merger Sub
Key Terms
restricted stock units, performance-based vesting conditions, Exchange Ratio, merger of equals, +1 more
5 terms
restricted stock units financial
"pursuant to restricted stock units that were subject to performance-based vesting conditions"
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 (each, a "PSU")"
Exchange Ratio financial
"was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares"
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.
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.
Employee Stock Purchase Plan financial
"shares acquired through AVB's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
FAQ
What equity award did AVB report for Matthew H. Birenbaum in this Form 4?
AVALONBAY COMMUNITIES INC reported that 27,735 PSUs for Matthew H. Birenbaum were deemed earned and converted into restricted Equity Residential shares or ERP Operating Limited Partnership interests, continuing to vest under the same time-based schedule that had previously applied to the performance stock units.
What happened to Matthew H. Birenbaum’s AVB stock options according to the Form 4 for AVB?
Outstanding AVB stock options covering 17,458 shares at an exercise price of $180.32 were converted into options to acquire Equity Residential common shares, with both the number of underlying shares and the exercise price adjusted based on the 2.793 exchange ratio described in the merger agreement.
When did the merger involving AVB and Equity Residential become effective and what name change occurred?
AVALONBAY COMMUNITIES INC and Equity Residential completed their merger of equals on August 17, 2026. Following completion, Equity Residential changed its name to Vivmark Residential, and AvalonBay merged with and into a merger subsidiary wholly owned by Equity Residential.
What overall equity position elements for Matthew H. Birenbaum does the AVB Form 4 reference?
The reported total includes AVB common stock, restricted shares, PSUs deemed earned at the effective time, and shares acquired through AVB’s Employee Stock Purchase Plan, indicating multiple components of Birenbaum’s equity compensation and ownership were affected by the merger and related conversions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
