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Vivmark EVP gets 37,875 and 18,850 restricted shares

VIVMARK RESIDENTIAL (VMRK) reported that executive officer Thomas Pamela Rogers, EVP, Portfolio & Asset Mgmt, acquired two grants of VMRK common shares of beneficial interest on August 17, 2026.

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

Rhea-AI Filing Summary

VIVMARK RESIDENTIAL (VMRK) reported that executive officer Thomas Pamela Rogers, EVP, Portfolio & Asset Mgmt, acquired two grants of VMRK common shares of beneficial interest on August 17, 2026. These reflect equity awards converted in connection with VMRK’s merger of equals with AvalonBay Communities, Inc.

One grant covered 37,875 restricted shares and the other 18,850 restricted shares, both at a stated price of $0.00 per share, with time-based vesting. The 18,850-share award consists of restricted shares scheduled to vest on August 17, 2029. All reported holdings are direct and include restricted shares that vest in the future.

Positive

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Insider Thomas Pamela Rogers
Role EVP, Portfolio & Asset Mgmt
Type Security Shares Price Value
Grant/Award Common Shares Of Beneficial Interest F1, F2, F3, F4 37,875 $0.00 $0.00
Grant/Award Common Shares Of Beneficial Interest F5, F4 18,850 $0.00 $0.00
Holdings After Transaction: Common Shares Of Beneficial Interest — 85,543 shares (Direct)
Footnotes (5)
  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 "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.
  2. F2. 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 VMRK restricted share award.
  3. F3. Each VMRK restricted share 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 common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, rounded to the nearest whole number of shares, 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.
  4. F4. Direct total includes restricted shares of VMRK scheduled to vest in the future.
  5. F5. Represents restricted shares scheduled to vest on August 17, 2029.
Restricted share grant 1 37,875 shares Grant of VMRK common shares of beneficial interest on August 17, 2026
Restricted share grant 2 18,850 shares Grant of VMRK common shares of beneficial interest on August 17, 2026
Grant price per share $0.00 per share Stated transaction price for both restricted share awards
Conversion factor 2.793 Multiplier converting AVB performance awards into VMRK restricted share awards
Vesting date for 18,850-share award August 17, 2029 Scheduled vesting date for one of the VMRK restricted share grants
Merger agreement date May 20, 2026 Date of Agreement and Plan of Merger among AVB, VMRK, OP, and Merger Sub
Merger effective date August 17, 2026 Date AVB and VMRK completed their merger of equals
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 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.
restricted share award financial
"was converted into a VMRK restricted share award"
A restricted share award is a grant of company stock given to an employee or executive that only becomes permanent ownership if certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of it as a gift locked in a box that opens when the rules are satisfied; for investors, these awards can dilute existing shares and signal management’s incentives and confidence in future performance.
AVB Performance Award financial
"each, an "AVB Performance Award") was converted into a VMRK restricted"
Effective Time regulatory
"outstanding immediately prior to the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

What insider transactions did VMRK disclose for Thomas Pamela Rogers on August 17, 2026?
VMRK disclosed that Thomas Pamela Rogers received two equity grants on August 17, 2026: one for 37,875 restricted common shares and another for 18,850 restricted common shares, both at a stated price of $0.00 per share, subject to continued vesting.

What are the vesting terms of the 18,850 VMRK restricted shares granted to the VMRK EVP?
The 18,850 VMRK restricted shares are scheduled to vest on August 17, 2029. These shares represent part of the converted AvalonBay performance awards and continue to be subject to time-based vesting conditions carried over under the merger’s terms.

What does the conversion factor 2.793 mean for former AvalonBay awards now in VMRK (symbol VMRK)?
Each AVB performance award was converted into VMRK restricted shares using a factor of 2.793. The number of VMRK shares equals the deemed AVB shares under the performance award (based on target or actual performance, whichever is greater) multiplied by 2.793 and rounded to the nearest whole share.

Were the reported VMRK insider equity grants made under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote describing a 10b5-1 trading plan. The awards are reported as equity grants arising from the merger-related conversion of existing AvalonBay performance-based awards.

Does the Form 4 state the total number of VMRK shares Thomas Pamela Rogers owns after these grants?
The Form 4 does not provide a specific post-transaction total share count for Thomas Pamela Rogers. It notes that direct holdings include restricted VMRK shares scheduled to vest in the future, but the exact aggregate number following these grants is not reported in the available data.

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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*
Thomas Pamela Rogers
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Portfolio & Asset Mgmt
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
Common Shares Of Beneficial Interest08/17/2026A(1)(2)(3)37,875A$066,693(4)D
Common Shares Of Beneficial Interest08/17/2026A18,850(5)A$085,543(4)D
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
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 "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.
2. 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 VMRK restricted share award.
3. Each VMRK restricted share 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 common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, rounded to the nearest whole number of shares, 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.
4. Direct total includes restricted shares of VMRK scheduled to vest in the future.
5. Represents restricted shares 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