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Vivmark CEO granted merger-linked restricted units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivmark Residential (VMRK) reported that President & CEO and director Benjamin Schall received multiple grants of restricted units (RUs) in its operating partnership on August 17, 2026, in connection with a merger of equals with AvalonBay Communities, Inc. Existing AvalonBay performance-based equity awards were converted into VMRK-linked RUs and additional RUs in lieu of VMRK restricted shares. These RUs convert into OP Units that are exchangeable one-for-one for VMRK common shares or cash at Vivmark’s option, subject to tax, vesting and holding conditions. The reported RUs have staggered vesting dates in 2027, 2028 and 2029, with certain awards subject to a holding restriction until August 17, 2028.

Positive

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Insider Schall Benjamin
Role President & CEO
Type Security Shares Price Value
Grant/Award Restricted Units F1, F2, F3, F4, F5 76,606 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 33,569 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 30,240 $0.50 $15K
Grant/Award Restricted Units F1, F2, F3, F4, F7 78,156 $0.00 $0.00
Grant/Award Restricted Units F8, F4, F9 50,040 $0.00 $0.00
Holdings After Transaction: Restricted Units — 268,611 contracts (Direct)
Footnotes (9)
  1. F1. Each restricted unit award is subject to the same time-based vesting conditions that were previously applicable to the AVB Performance Award with respect to a number of limited partnership interests in the OP designated as restricted units ("RUs"), rounded to the nearest whole number of RUs, equal to the product of (i) the number of shares of AVB Common Stock subject to such AVB Performance Award, determined by deeming any performance-based vesting criteria applicable to such AVB Performance Award to be achieved based on the greater of target performance and the actual level of performance (which was calculated as of the latest practicable date prior to the Effective Time and certified by the Compensation Committee of the AVB board prior to the Effective Time) and (ii) 2.793.
  2. F2. 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 "OP"), 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 OP, with the OP continuing as the surviving entity.
  3. F3. Pursuant to the Merger Agreement, each award outstanding immediately prior to the effective time of the Merger (the "Effective Time") with respect to shares of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB that vest on the basis of the achievement of applicable performance goals (each, an "AVB Performance Award") was converted into a restricted unit award, in lieu of VMRK restricted shares.
  4. F4. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units") in the OP when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of VMRK on a one-for-one basis or cash value of such shares, at VMRK's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
  5. F5. The RUs are scheduled to vest on March 1, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
  6. F6. The RUs are scheduled to vest on March 1, 2028. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
  7. F7. The RUs are scheduled to vest on 1, 2029.
  8. F8. On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
  9. F9. The RUs are scheduled to vest on August 17, 2029.
RU grant size 1 76,606 RUs Restricted units granted to Benjamin Schall on August 17, 2026
RU grant size 2 33,569 RUs Additional restricted units granted to Benjamin Schall on August 17, 2026
RU grant size 3 30,240 RUs Restricted units granted at $0.5000 per unit on August 17, 2026
RU grant size 4 78,156 RUs Restricted units granted to Benjamin Schall on August 17, 2026
RU grant size 5 50,040 RUs Restricted units granted in lieu of VMRK restricted shares on August 17, 2026
Conversion multiple 2.793 Factor applied to AvalonBay performance awards to determine number of VMRK RUs
Vesting date 1 March 1, 2027 Scheduled vesting date for one tranche of RUs, with holding restriction to August 17, 2028
Vesting date 2 March 1, 2028 Scheduled vesting date for another RU tranche, with holding restriction to August 17, 2028
restricted units financial
"Each award was converted into a restricted unit award, in lieu of VMRK restricted shares."
OP Units financial
"RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units")"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
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.
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.
capital account financial
"when the capital account related to the RUs reaches a specified target for federal income tax purposes"

FAQ

What insider equity awards did VMRK grant to CEO Benjamin Schall on August 17, 2026?
Benjamin Schall received several restricted unit (RU) awards in Vivmark Residential’s operating partnership on August 17, 2026. These include individual grants such as 76,606, 33,569, 30,240, 78,156 and 50,040 RUs, all reported as acquired and held directly.

How are the new Vivmark Residential (VMRK) restricted units linked to former AvalonBay awards?
Each RU grant corresponds to former AvalonBay performance-based awards. The number of RUs equals the AvalonBay shares deemed earned, using performance at the greater of target or actual, multiplied by a factor of 2.793, with prior time-based vesting conditions carried over.

When do Benjamin Schall’s VMRK restricted units vest and become available?
Different RU tranches vest on March 1, 2027 and March 1, 2028, with another grant vesting in 2029. For the 2027 and 2028 tranches, the RUs (and any resulting OP Units) are also subject to a holding restriction until August 17, 2028.

What can Vivmark Residential (VMRK) restricted units be exchanged for?
RUs automatically convert into OP Units when a specified tax-related capital account target is met within ten years. Subject to vesting and other conditions, OP Units are exchangeable by the holder for one VMRK common share per unit or cash, at Vivmark’s option.

Were Benjamin Schall’s VMRK insider transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes describe the awards as equity grants tied to the merger and prior AvalonBay awards, rather than sales or purchases under a pre-arranged trading plan.

What is the significance of the August 17, 2026 merger for VMRK equity awards?
On August 17, 2026, AvalonBay Communities, Inc. and Vivmark Residential completed a merger of equals. Under the merger agreement, outstanding AvalonBay performance-based stock awards were converted at the effective time into VMRK-linked restricted unit awards instead of VMRK restricted shares.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schall Benjamin
(Last)(First)(Middle)
4040 WILSON BLVD., SUITE 1000
(Street)
ARLINGTON VIRGINIA 22203
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
VIVMARK RESIDENTIAL [ VMRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Units(1)(2)(3)(4)08/17/2026A76,606 (5)08/17/2036Common Shares Of Beneficial Interest76,606$076,606D
Restricted Units(1)(2)(3)(4)08/17/2026A33,569 (6)08/17/2036Common Shares Of Beneficial Interest33,569$033,569D
Restricted Units(1)(2)(3)(4)08/17/2026A30,240 (6)08/17/2036Common Shares Of Beneficial Interest30,240$0.530,240D
Restricted Units(1)(2)(3)(4)08/17/2026A78,156 (7)08/17/2036Common Shares Of Beneficial Interest78,156$078,156D
Restricted Units(8)(4)08/17/2026A50,040 (9)08/17/2036Common Shares Of Beneficial Interest50,040$050,040D
Explanation of Responses:
1. Each restricted unit award is subject to the same time-based vesting conditions that were previously applicable to the AVB Performance Award with respect to a number of limited partnership interests in the OP designated as restricted units ("RUs"), rounded to the nearest whole number of RUs, equal to the product of (i) the number of shares of AVB Common Stock subject to such AVB Performance Award, determined by deeming any performance-based vesting criteria applicable to such AVB Performance Award to be achieved based on the greater of target performance and the actual level of performance (which was calculated as of the latest practicable date prior to the Effective Time and certified by the Compensation Committee of the AVB board prior to the Effective Time) and (ii) 2.793.
2. 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 "OP"), 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 OP, with the OP continuing as the surviving entity.
3. Pursuant to the Merger Agreement, each award outstanding immediately prior to the effective time of the Merger (the "Effective Time") with respect to shares of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB that vest on the basis of the achievement of applicable performance goals (each, an "AVB Performance Award") was converted into a restricted unit award, in lieu of VMRK restricted shares.
4. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units") in the OP when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of VMRK on a one-for-one basis or cash value of such shares, at VMRK's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
5. The RUs are scheduled to vest on March 1, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
6. The RUs are scheduled to vest on March 1, 2028. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
7. The RUs are scheduled to vest on 1, 2029.
8. On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
9. The RUs are scheduled to vest on August 17, 2029.
/s/ Samantha Thompson, Attorney-in-fact08/19/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR