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Vivmark director granted 2,710 restricted units

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivmark Residential (VMRK) reported that director Terry S. Brown received a grant of 2,710 Restricted Units (RUs) of Series 2026I in ERP Operating Limited Partnership on August 17, 2026, as long-term compensation for prospective service through the 2027 annual shareholders’ meeting. These RUs may automatically convert into an equal number of OP Units if a specified capital account target is reached within ten years, and those OP Units are, subject to vesting and other restrictions, exchangeable one-for-one for Vivmark common shares or their cash value at the company’s option. The RUs vest on August 17, 2027 and are subject to a holding restriction until August 17, 2028.

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Insider Brown Terry S.
Role Director
Type Security Shares Price Value
Grant/Award Restricted Units F1, F2, F3 2,710 $0.50 $1K
Holdings After Transaction: Restricted Units — 2,710 contracts (Direct)
Footnotes (3)
  1. F1. On August 17, 2026, the reporting person elected to receive a grant of Series 2026I restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Vivmark Residential (the "Company"), in connection with the Company's grant of long-term compensation for prospective service from August 17, 2026 to the 2027 Annual Meeting of Shareholders.
  2. F2. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") 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 restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
  3. F3. The RUs are scheduled to vest on August 17, 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.
Restricted Units granted 2,710 units Grant of Series 2026I Restricted Units to director Terry S. Brown on August 17, 2026
Transaction price per RU $0.50 per unit Reported transaction price for the 2,710 Restricted Units granted
Shares underlying RUs 2,710 shares Underlying Common Shares of Beneficial Interest on a one-for-one basis
Vesting date August 17, 2027 Scheduled vesting date of the granted Restricted Units
Holding restriction end August 17, 2028 End of holding restriction on RUs and any OP Units into which they convert
Expiration date August 17, 2036 Expiration date of the Restricted Units
Capital account conversion window Ten years Period within which the capital account target must be reached for RUs to convert into OP Units
Restricted Units financial
"the reporting person elected to receive a grant of Series 2026I restricted limited partnership interests ("RUs")"
limited partnership interests financial
"RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP"
An ownership stake in a limited partnership gives an investor the role of a limited partner who provides capital but does not run day-to-day operations; a separate general partner manages the business. It matters because limited partners share profits, losses, and tax benefits but generally cannot lose more than they invested and have little control or liquidity—think of it like quietly funding a small business while someone else manages it, with potential return and risk tied to the venture’s performance.
OP Units financial
"automatically convert into an equal number of limited partnership interests of the OP ("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.
capital account financial
"when the capital account related to the RUs reaches a specified target for federal income tax purposes"
holding restriction financial
"the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028"

FAQ

What insider award did VMRK grant to Terry S. Brown on August 17, 2026?
Vivmark Residential granted Terry S. Brown 2,710 Restricted Units (RUs) of Series 2026I in its operating partnership as long-term compensation for service through the 2027 annual shareholders’ meeting, as reported in this Form 4 filing.

How can Terry S. Brown’s Restricted Units in VMRK ultimately relate to common shares?
The 2,710 RUs may automatically convert into OP Units if a capital account target is met, and those OP Units are, subject to vesting and restrictions, exchangeable one-for-one for Vivmark common shares or cash at the company’s option.

When do Terry S. Brown’s VMRK Restricted Units vest and become unrestricted?
The RUs are scheduled to vest on August 17, 2027. They are also subject to a holding restriction until August 17, 2028, meaning they generally cannot be transferred before that date, even after vesting.

What is the term or expiration date of Terry S. Brown’s VMRK Restricted Units?
The Restricted Units have an expiration date of August 17, 2036. They may automatically convert into OP Units if a specified federal income tax capital account target is reached within ten years of issuance.

Was Terry S. Brown’s VMRK equity grant made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not checked, and no footnote describes a trading plan. The reported transaction is a grant of compensation-related Restricted Units rather than an open-market trade.

What price per unit is reported for Terry S. Brown’s VMRK Restricted Units?
The Form 4 lists a transaction price of $0.50 per Restricted Unit for the grant of 2,710 RUs. This figure is reported as a per-unit value in the filing’s transaction 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*
Brown Terry S.
(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
Officer (give title below)Other (specify below)
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)08/17/2026A2,710 (3)08/17/2036Common Shares Of Beneficial Interest2,710$0.52,710D
Explanation of Responses:
1. On August 17, 2026, the reporting person elected to receive a grant of Series 2026I restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Vivmark Residential (the "Company"), in connection with the Company's grant of long-term compensation for prospective service from August 17, 2026 to the 2027 Annual Meeting of Shareholders.
2. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") 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 restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
3. The RUs are scheduled to vest on August 17, 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.
/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