Kevin O'Shea lists 92,800 Equity Residential shares

Equity Residential (EQR) reports the initial holdings of Executive Vice President & CFO Kevin P. O'Shea following a merger-of-equals transaction involving AvalonBay Communities, Inc. and Vivmark Residential.

Rhea-AI Filing Summary

Equity Residential (EQR) reports the initial holdings of Executive Vice President & CFO Kevin P. O'Shea following a merger-of-equals transaction involving AvalonBay Communities, Inc. and Vivmark Residential. O'Shea directly holds 92,800 common shares of beneficial interest, including restricted shares scheduled to vest. He also holds a non-qualified stock option covering 39,007 common shares of Vivmark Residential at an exercise price of $64.57 per share, expiring February 25, 2031. These shares and options reflect the conversion of AvalonBay equity into Vivmark Residential equity under an exchange ratio of 2.793 at the August 17, 2026 effective time of the merger.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Shea Kevin P.

Role Executive Vice President & CFO

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) — 39,007 contracts (Direct); Common Shares Of Beneficial Interest — 92,800 shares (Direct)

Footnotes (4)

1. 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.
2. 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.
3. 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.
4. 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

Direct common shares held: 92,800 shares Option underlying shares: 39,007 shares Option exercise price: $64.57 per share +3 more

6 metrics

Direct common shares held 92,800 shares Common shares of beneficial interest held directly after the merger, including restricted shares

Option underlying shares 39,007 shares Underlying Vivmark common shares for the non-qualified stock option held directly

Option exercise price $64.57 per share Exercise price of the non-qualified stock option on Vivmark common shares

Option expiration date 2031-02-25 Expiration date of the non-qualified stock option position

Merger exchange ratio 2.793 Number of Vivmark common shares per AvalonBay common share at the effective time

Merger effective date 2026-08-17 Effective time of the merger-of-equals transaction converting AvalonBay equity

Key Terms

Agreement and Plan of Merger, Merger Agreement, Exchange Ratio, Non-qualified Stock Option (Right to Buy), +1 more

5 terms

Agreement and Plan of Merger regulatory

"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.

Merger Agreement regulatory

"Pursuant to the Merger Agreement, effective as of the Effective Time"

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.

Non-qualified Stock Option (Right to Buy) financial

"securityTitle: "Non-qualified Stock Option (Right to Buy)""

common shares of beneficial interest financial

"2.793 common shares of beneficial interest, $0.01 par value per share"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider position does Kevin P. O'Shea report in Equity Residential (EQR)?

Kevin P. O'Shea reports 92,800 common shares of beneficial interest held directly. This total includes shares converted from AvalonBay stock in a merger-of-equals and restricted shares of Vivmark Residential scheduled to vest in the future.

What stock options related to Vivmark Residential does the EQR executive hold?

The executive holds a non-qualified stock option for 39,007 common shares of Vivmark Residential at an exercise price of $64.57. The option expires on February 25, 2031 and was converted from prior AvalonBay options under the merger terms.

How were AvalonBay shares converted in the merger involving Equity Residential (EQR)?

Each share of AvalonBay common stock held by the reporting person was converted into 2.793 Vivmark common shares. Holders also received the right to cash in lieu of fractional Vivmark shares, with the conversion occurring at the August 17, 2026 effective time.

What is the exchange ratio used in the AvalonBay–Vivmark merger affecting EQR holders?

The merger used an exchange ratio of 2.793 Vivmark common shares for each AvalonBay common share. This ratio determined both the number of Vivmark shares received and the adjusted terms of converted stock options for the reporting person.

Do the reported EQR-related holdings include restricted shares?

Yes. The total of 92,800 common shares includes restricted Vivmark Residential shares scheduled to vest in the future. These restricted shares resulted from the conversion of AvalonBay common stock as part of the merger-of-equals transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 09:22 PM Accepted by SEC EDGAR 08/18/2026 - 09:21 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

O'Shea Kevin P.

(Last) (First) (Middle)

4040 WILSON BLVD., SUITE 1000

(Street)

ARLINGTON VIRGINIA 22203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2026

3. Issuer Name and Ticker or Trading Symbol
VIVMARK RESIDENTIAL [ VMRK ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares Of Beneficial Interest	92,800(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	03/01/2023	02/25/2031	Common Shares Of Beneficial Interest	39,007(4)	$64.57(4)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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).

	/s/ Samantha Thompson, Attorney-in-fact	08/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)