Equity Residential (NYSE: EQR) CEO exits AvalonBay–Vivmark merger with new stake
Rhea-AI Filing Summary
Equity Residential (EQR), now operating as Vivmark Residential ("VMRK"), reports President & CEO Benjamin Schall’s initial ownership after a merger of equals with AvalonBay Communities. At the merger’s effective time, his AVB common stock converted into 280,871 VMRK common shares, including restricted shares scheduled to vest later. His outstanding AVB stock options were also converted into options over VMRK common shares at adjusted exercise prices and share amounts based on a stated 2.793 exchange ratio, with these options expiring between 2032 and 2036 and vesting in three installments for each grant.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Schall Benjamin
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Non-qualified Stock Option (Right to Buy) F5, F4 | -- | -- | -- |
| holding | Non-qualified Stock Option (Right to Buy) F5, F6 | -- | -- | -- |
| holding | Non-qualified Stock Option (Right to Buy) F5, F7 | -- | -- | -- |
| holding | Non-qualified Stock Option (Right to Buy) F5, F8 | -- | -- | -- |
| holding | Non-qualified Stock Option (Right to Buy) F5, F9 | -- | -- | -- |
| holding | Common Shares Of Beneficial Interest F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 173,927 shares (Direct);
Common Shares Of Beneficial Interest — 280,871 shares (Direct)
Footnotes (9)
- 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. These options vest in approximately three equal installments, with the first installment having vested on 3/1/2023.
- 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 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).
- F6. These options vest in approximately three equal installments, with the first installment having vested on 3/1/2024.
- F7. These options vest in approximately three equal installments, with the first installment having vested on 3/1/2025.
- F8. These options vest in approximately three equal installments, with the first installment having vested on 3/1/2026.
- F9. These options vest in approximately three equal installments, with the first installment vesting on 3/1/2027.
Key Figures
Common shares held: 280,871 shares
Exchange ratio: 2.793
Option exercise price: $84.55
+5 more
8 metrics
Common shares held
280,871 shares
Directly held VMRK common shares following merger conversion, including restricted shares
Exchange ratio
2.793
Each AVB common share converted into 2.793 VMRK common shares
Option exercise price
$84.55
Non-qualified stock option over 23,193 underlying VMRK shares expiring 2032-02-17
Underlying shares
23,193 shares
Underlying VMRK common shares for option with $84.55 exercise price
Option exercise price
$63.67
Non-qualified stock option over 28,133 underlying VMRK shares expiring 2033-02-23
Option exercise price
$61.63
Non-qualified stock option over 35,334 underlying VMRK shares expiring 2034-02-13
Option exercise price
$79.34
Non-qualified stock option over 26,458 underlying VMRK shares expiring 2035-02-26
Option exercise price
$64.33
Non-qualified stock option over 60,809 underlying VMRK shares expiring 2036-02-26
Key Terms
Agreement and Plan of Merger, Exchange Ratio, Non-qualified Stock Option (Right to Buy), Common Shares Of Beneficial Interest, +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.
Exchange Ratio financial
"converted into the right to receive 2.793 (the "Exchange Ratio") common shares"
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)""
merger of equals regulatory
"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.
FAQ
What does the Form 3 filing disclose for Equity Residential (EQR) CEO Benjamin Schall?
The Form 3 discloses that CEO Benjamin Schall beneficially owns 280,871 VMRK common shares directly, plus several converted non-qualified stock options over VMRK shares, all arising from a merger of equals involving AvalonBay Communities and Vivmark Residential.
How were the EQR CEO’s AvalonBay stock options treated in the merger with Vivmark Residential (VMRK)?
Outstanding AVB stock options were converted into options to acquire VMRK common shares. The number of VMRK shares per option equals AVB option shares times the 2.793 exchange ratio (rounded down), while each new exercise price equals the prior price divided by 2.793 (rounded up).
What are the vesting terms of the VMRK stock options reported by the EQR CEO?
Each option grant vests in approximately three equal installments. First vesting dates are 3/1/2023, 3/1/2024, 3/1/2025, 3/1/2026, and 3/1/2027, depending on the grant, with remaining installments vesting thereafter.
AI-generated analysis. How Rhea-AI works. Not financial advice.
