AvalonBay (NYSE: AVB) CFO swaps 57K shares in EQR merger
Rhea-AI Filing Summary
AVALONBAY COMMUNITIES INC (AVB) Chief Financial Officer Kevin P. O'Shea reported equity award and conversion activity related to AVB’s merger of equals with Equity Residential (EQR). He received 24,467 shares of AVB common stock deemed acquired through performance-based restricted stock units that converted into restricted EQR shares or ERP Operating Limited Partnership interests, subject to time-based vesting. He also reported dispositions to the issuer of 13,966 AVB stock options that were converted into options on EQR common shares and 57,693.2842 AVB common shares that were automatically converted at the merger’s 2.793-for-1 exchange ratio into EQR common shares plus cash in lieu of fractional shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 33,226.2842 shares
Net Sell
3 txns
Insider
O'Shea Kevin P.
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) F5 | 13,966 | -- | -- |
| Grant/Award | Common Stock, par value $.01 per share F1, F4 | 24,467 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $.01 per share F2, F3 | 57,693.2842 | $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
Options disposed: 13,966 options
Option exercise price: $180.32 per share
Shares acquired from PSUs: 24,467 shares
+4 more
7 metrics
Options disposed
13,966 options
Employee stock options to buy AVB Common Stock disposed to issuer and converted into EQR options
Option exercise price
$180.32 per share
Exercise price of AVB options converted into options on EQR Common Shares
Shares acquired from PSUs
24,467 shares
AVB common stock deemed acquired via performance-based restricted stock units
Common shares disposed
57,693.2842 shares
AVB common stock automatically converted into rights to receive EQR Common Shares
Exchange Ratio
2.793
Number of EQR Common Shares received for each AVB Common Stock share at the merger 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
Merger of equals, Exchange Ratio, restricted stock units, performance-based vesting conditions, +2 more
6 terms
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.
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")"
operating partnership interests financial
"limited partnership interests in ERP Operating Limited Partnership, an Illinois limited partnership"
Merger Agreement regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement")"
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.
FAQ
What insider equity transactions did AVB CFO Kevin O'Shea report in this Form 4 for AVB?
Kevin O'Shea reported three transactions: a deemed acquisition of 24,467 AVB shares from performance-based restricted stock units and two dispositions to the issuer involving 13,966 AVB stock options and 57,693.2842 AVB common shares in connection with the merger with EQR.
How did the AVB and Equity Residential (EQR) merger affect Kevin O'Shea’s AVB common stock holdings?
At the merger’s effective time, each AVB share held by Kevin O'Shea converted into 2.793 EQR common shares, plus cash for any fractional share. This applied to his issued and outstanding AVB common stock positions as part of the AVB–EQR merger of equals.
What happened to Kevin O'Shea’s AVB stock options as disclosed in this AVB Form 4?
Options to acquire 13,966 AVB shares at an exercise price of $180.32 per share were disposed of to the issuer and, under the merger terms, converted into options to acquire EQR common shares, adjusted for the 2.793 exchange ratio and a recalculated exercise price.
What performance-based awards were reported for AVB CFO Kevin O'Shea in this filing?
The filing reports deemed acquisition of 24,467 AVB shares from performance-based restricted stock units (PSUs). These PSUs were determined at the greater of actual performance or target and then converted into restricted EQR shares or ERP Operating Limited Partnership interests with time-based vesting.
What exchange ratio and stock prices are disclosed for the AVB and EQR merger involving AVB?
Each AVB common share converted into 2.793 EQR common shares at the merger’s effective time. On August 14, 2026, AVB closed at $184.06 per share and EQR common shares closed at $65.97 per share, as referenced in the disclosure.
How were Kevin O'Shea’s AVB PSUs treated in the AVB-EQR merger transaction?
His AVB performance-based restricted stock units were deemed earned at the greater of actual or target performance, then converted into rights to receive restricted EQR shares or ERP Operating Limited Partnership interests, maintaining the same time-based vesting schedule previously applicable to the PSUs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
