Vivmark exec Breslin holds 221K shares, options
EQUITY RESIDENTIAL (EQR, now Vivmark Residential "VMRK" in this record) reports initial beneficial ownership for executive officer Sean J. Breslin following a merger of equals with AvalonBay Communities.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
3
Rhea-AI Filing Summary
EQUITY RESIDENTIAL (EQR, now Vivmark Residential "VMRK" in this record) reports initial beneficial ownership for executive officer Sean J. Breslin following a merger of equals with AvalonBay Communities. Breslin holds 221,164 VMRK common shares directly, including restricted shares scheduled to vest in the future.
He also holds a non-qualified stock option to acquire 48,760 VMRK common shares at an exercise price of $64.57 per share, expiring on February 25, 2031. Existing AVB shares and options were converted into VMRK shares and options at a fixed 2.793 exchange ratio under the merger agreement.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Breslin Sean J.
Role
EVP & CI & GO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Non-qualified Stock Option (Right to Buy) F4 | -- | -- | -- |
| holding | Common Shares Of Beneficial Interest F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 48,760 contracts (Direct);
Common Shares Of Beneficial Interest — 221,164 shares (Direct)
Footnotes (4)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Vivmark Residential (f/k/a Equity Residential), a Maryland real estate investment trust ("VMRK"), ERP Operating Limited Partnership, an Illinois limited partnership (the "Operating Partnership"), and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and VMRK 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 VMRK (the "Merger"). Merger Sub subsequently merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.
- F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB 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 ("VMRK Common Shares"), of VMRK, plus the right to receive cash in lieu of fractional VMRK Common Shares, if any, into which such AVB Common Stock would have been converted.
- F3. Total reflects the Reporting Person's shares of AVB Common Stock that were converted into VMRK Common Shares pursuant to the Merger and includes restricted shares of VMRK scheduled to vest in the future.
- F4. 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 VMRK Common Shares, where the number of VMRK 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
Common shares held: 221,164 shares
Option underlying shares: 48,760 shares
Option exercise price: $64.57 per share
+3 more
6 metrics
Common shares held
221,164 shares
Direct VMRK common shares of beneficial interest held by reporting person after merger
Option underlying shares
48,760 shares
Underlying VMRK common shares for non-qualified stock option held directly
Option exercise price
$64.57 per share
Exercise price of converted non-qualified stock option
Option expiration date
2031-02-25
Expiration of non-qualified stock option for VMRK common shares
Exchange ratio
2.793
Number of VMRK common shares per share of AVB common stock in the merger
Merger effective date
2026-08-17
Date AVB and VMRK completed merger of equals
Key Terms
Merger of equals, Exchange Ratio, Non-qualified Stock Option (Right to Buy), Common Shares Of Beneficial Interest, +1 more
5 terms
Merger of equals financial
"AVB and VMRK 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.
Non-qualified Stock Option (Right to Buy) financial
"security_title": "Non-qualified Stock Option (Right to Buy)""
Agreement and Plan of Merger financial
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does this Form 3 disclose about Sean J. Breslin’s holdings in EQR/VMRK?
The filing shows Sean J. Breslin directly holds 221,164 VMRK common shares and a non-qualified stock option for 48,760 shares at $64.57 per share, reflecting his post-merger equity position.
What is the exchange ratio used in the AvalonBay–EQUITY RESIDENTIAL merger?
Each share of AVB common stock held by Breslin was automatically converted into 2.793 VMRK common shares, plus cash in lieu of fractional shares. The same 2.793 exchange ratio was applied in converting his AVB stock options into VMRK option awards.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates