AvalonBay (AVB) COO converts 106K shares, options in EQR deal
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC COO Sean J. Breslin reported equity award changes tied to the merger of AvalonBay with Equity Residential, which was renamed Vivmark Residential. At the effective time of the merger, each share of AvalonBay common stock was converted into the right to receive 2.793 Equity Residential common shares plus cash in lieu of fractional shares. Breslin reported a deemed acquisition of 27,735 AvalonBay shares from performance-based restricted stock units that converted into rights to receive restricted Equity Residential shares or ERP Operating Limited Partnership interests, subject to time-based vesting. He also reported the disposition to the issuer of 106,920.22 AvalonBay shares and the disposition of options covering 17,458 AvalonBay shares at a $180.32 exercise price, which were converted into options to acquire Equity Residential shares using the same exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 79,185.22 shares
Net Sell
3 txns
Insider
Breslin Sean J.
Role
Chief Operating 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 | 106,920.22 | $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
PSU-related deemed share acquisition: 27,735 shares
Common stock disposition: 106,920.22 shares
Option shares disposed/converted: 17,458 shares
+4 more
7 metrics
PSU-related deemed share acquisition
27,735 shares
Deemed acquisition of AvalonBay common stock from performance-based restricted stock units
Common stock disposition
106,920.22 shares
Disposition to issuer of AvalonBay common stock at the merger effective time
Option shares disposed/converted
17,458 shares
Options to acquire AvalonBay common stock converted into options on Equity Residential shares
Option exercise price
$180.32 per share
Exercise price of AvalonBay stock options converted into Equity Residential options
Exchange Ratio
2.793
Number of Equity Residential common shares per AvalonBay 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
Key Terms
restricted stock units, performance-based vesting conditions, Merger Agreement, 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"
Merger Agreement regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
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 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 executive Sean J. Breslin report on this Form 4?
Sean J. Breslin reported a deemed acquisition of 27,735 shares of AvalonBay common stock from performance-based restricted stock units and dispositions of 106,920.22 shares plus options on 17,458 shares to the issuer in connection with the merger with Equity Residential.
What happened to Sean J. Breslin’s AVB stock options in the merger involving AVB?
Breslin’s options to acquire 17,458 AvalonBay shares at a $180.32 exercise price were converted into options to acquire Equity Residential common shares, with both the number of shares and exercise price adjusted by the 2.793 exchange ratio formula.
What kind of equity award vesting is described for AVB PSUs in this Form 4?
The reported restricted stock units were performance-based PSUs deemed achieved at the greater of actual performance or target, then converted at the effective time into rights to receive restricted Equity Residential shares or ERP Operating Limited Partnership interests, subject to the original time-based vesting conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
