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  4. [Form 4] VIVMARK RESIDENTIAL Insider Trading Activity

Vivmark Residential (NYSE: VMRK) insider sells stock after merger awards

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

Rhea-AI Filing Summary

VIVMARK RESIDENTIAL (VMRK) reported insider equity activity by Senior Vice President & CAO Sean Thomas Willson tied to its merger with AvalonBay Communities. On August 17, 2026, he acquired two restricted share awards of 3,994 and 2,052 VMRK common shares of beneficial interest with no cash price, reflecting conversion and continuation of prior AvalonBay performance-based awards under the merger agreement, with vesting schedules preserved and some shares scheduled to vest on August 17, 2029. On August 19, 2026, he sold 250 VMRK common shares in the open market at $64.32 per share. The direct total includes restricted VMRK shares that will vest in the future; post-transaction share totals are not specified.

Positive

  • None.

Negative

  • None.
Insider Willson Sean Thomas
Role Senior Vice President & CAO
Sold 250 shs ($16K)
Type Security Shares Price Value
Sale Common Shares Of Beneficial Interest F4 250 $64.32 $16K
Grant/Award Common Shares Of Beneficial Interest F1, F2, F3, F4 3,994 $0.00 $0.00
Grant/Award Common Shares Of Beneficial Interest F5, F4 2,052 $0.00 $0.00
Holdings After Transaction: Common Shares Of Beneficial Interest — 18,288 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.
Shares sold 250 shares VMRK common shares of beneficial interest sold on August 19, 2026
Sale price per share $64.32 per share Price for 250 VMRK common shares sold on August 19, 2026
Restricted shares grant 1 3,994 shares VMRK restricted share award acquired on August 17, 2026
Restricted shares grant 2 2,052 shares VMRK restricted share award acquired on August 17, 2026, vesting August 17, 2029
Merger conversion factor 2.793 Multiplier applied to AvalonBay performance awards to determine VMRK restricted shares
Merger agreement date May 20, 2026 Agreement and Plan of Merger among AVB, VMRK, OP, and Merger Sub
Merger effective date August 17, 2026 Date AVB and VMRK combined in a merger of equals
Restricted shares vesting date August 17, 2029 Scheduled vesting date for one block of VMRK restricted shares
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.
performance-based vesting criteria financial
"deeming any performance-based vesting criteria applicable to such AVB Performance Award"
common shares of beneficial interest financial
"number of 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

What insider transactions did VMRK officer Sean Thomas Willson report on this Form 4 for VIVMARK RESIDENTIAL (VMRK)?
Sean Thomas Willson reported acquiring 3,994 and 2,052 restricted VMRK common shares on August 17, 2026, and selling 250 VMRK common shares on August 19, 2026, at $64.32 per share in an open-market or private transaction.

How is the AvalonBay–VIVMARK RESIDENTIAL (VMRK) merger reflected in this Form 4 filing?
The filing states that pursuant to a May 20, 2026 merger agreement, AvalonBay Communities, Inc. and VIVMARK RESIDENTIAL completed a merger of equals on August 17, 2026, and existing AvalonBay performance awards were converted into VMRK restricted share awards using a specified share conversion factor.

What is the conversion factor used to turn AvalonBay performance awards into VMRK restricted shares (VMRK)?
Each AvalonBay performance award was converted into a VMRK restricted share award based on the number of AvalonBay shares multiplied by 2.793. Performance-based vesting criteria were deemed achieved at the greater of target or actual performance, then rounded to the nearest whole VMRK share.

At what price were VIVMARK RESIDENTIAL (VMRK) shares sold in the reported Form 4 transaction?
The sale transaction shows 250 VMRK common shares of beneficial interest sold on August 19, 2026 at a price of $64.32 per share in an open-market or private transaction, according to the transaction code description and price field.

What are the vesting terms of the restricted VMRK shares reported in this Form 4?
The converted VMRK restricted share awards retain the same time-based vesting conditions as the original AvalonBay performance awards. A portion of the reported restricted shares, specifically those in one grant, are scheduled to vest on August 17, 2029 according to the footnotes.

Is the reported VMRK Form 4 transaction under a Rule 10b5-1 trading plan?
The document-level indicator for Rule 10b5-1 plans is marked false, meaning the filer did not check the box affirming that the transactions were executed under a Rule 10b5-1 trading plan within this Form 4 submission.

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Form 4 Insider Transactions: What Each Field Means →
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*
Willson Sean Thomas
(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)
Senior Vice President & CAO
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)3,994A$016,486(4)D
Common Shares Of Beneficial Interest08/17/2026A2,052(5)A$018,538(4)D
Common Shares Of Beneficial Interest08/19/2026S250D$64.3218,288(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