AvalonBay (NYSE: AVB) EVP trades stock in 2.793-to-1 EQR merger
Rhea-AI Filing Summary
Pamela Rogers Thomas, Executive Vice President of AvalonBay Communities, Inc. (AVB), reported two equity-related transactions on common stock. She was deemed to acquire 13,561 shares of AVB common stock pursuant to performance-based restricted stock units previously granted and determined by the Compensation Committee as of the merger effective time. She also reported a disposition to the issuer involving 23,879 shares of AVB common stock in connection with AVB’s merger of equals with Equity Residential (EQR), where each AVB share was converted into the right to receive 2.793 EQR common shares, plus cash in lieu of any fractional EQR shares. Following the merger, EQR changed its name to Vivmark Residential.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 10,318 shares
Net Sell
2 txns
Insider
Thomas Pamela Rogers
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 13,561 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 23,879 | $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 and PSUs deemed to have been earned as of the Effective Time.
Key Figures
PSU-related deemed acquisition: 13,561 shares
Disposition to issuer: 23,879 shares
Exchange Ratio: 2.793
+2 more
5 metrics
PSU-related deemed acquisition
13,561 shares
Deemed acquisition of AVB common stock pursuant to performance-based PSUs determined as of the Effective Time
Disposition to issuer
23,879 shares
Shares of AVB common stock reported as disposition to issuer in connection with the merger
Exchange Ratio
2.793
Each AVB common share converted into 2.793 EQR common shares 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
"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
"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.
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 Pamela Rogers Thomas report on this Form 4?
Pamela Rogers Thomas reported a deemed acquisition of 13,561 AVB shares from performance-based PSUs and a disposition of 23,879 AVB shares to the issuer, both occurring in connection with AVB’s merger of equals with Equity Residential.
What corporate changes occurred to AVB and EQR in the reported merger transaction?
AVB and EQR combined in a merger of equals, with AVB merging into a Merger Sub that became a wholly owned subsidiary of EQR. In connection with this merger, Equity Residential changed its name to Vivmark Residential after completion.
How were Pamela Rogers Thomas’s PSUs treated in the AVB and EQR merger?
Her performance-based PSUs were deemed earned at the greater of actual performance or target and converted into rights to receive restricted EQR shares or ERP Operating Limited Partnership units, subject to the same time-based vesting conditions that previously applied to the PSUs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
