Vivmark Residential (VMRK) legal chief sells stock, gets merger-tied units
Rhea-AI Filing Summary
VIVMARK RESIDENTIAL (VMRK) officer Edward M. Schulman, EVP, Legal Affairs, reported both a sale of common shares and multiple equity awards. On August 18, 2026, he sold 16,595 common shares at a weighted average price of $64.29 (within a $64.11–$64.39 range), leaving 48,776 common shares held directly, including restricted shares scheduled to vest in the future. On August 17, 2026, in connection with a merger of equals involving AvalonBay Communities, Inc., he received several grants of restricted units in the operating partnership, each convertible on a one-for-one basis into OP Units and then exchangeable for VMRK common shares or cash, with vesting dates spanning March 1, 2027 through August 17, 2029 and certain post-vesting holding restrictions.
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Insights
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Insider Trade Summary
Net Seller: 16,595 shares
Net Sell
6 txns
Insider
SCHULMAN EDWARD M
Role
EVP, Legal Affairs
Sold
16,595 shs ($1.07M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Shares Of Beneficial Interest F1, F2 | 16,595 | $64.29 | $1.07M |
| Grant/Award | Restricted Units F3, F4, F5, F6, F7 | 12,124 | $0.00 | $0.00 |
| Grant/Award | Restricted Units F3, F4, F5, F6, F8 | 5,566 | $0.00 | $0.00 |
| Grant/Award | Restricted Units F3, F4, F5, F6, F8 | 5,016 | $0.50 | $3K |
| Grant/Award | Restricted Units F3, F4, F5, F6, F9 | 12,960 | $0.00 | $0.00 |
| Grant/Award | Restricted Units F10, F6, F11 | 24,019 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Units — 59,685 shares (Direct);
Common Shares Of Beneficial Interest — 48,776 shares (Direct)
Footnotes (11)
- F1. The price represents the weighted average price of the shares sold. The shares were sold within a range of $64.11 to $64.39. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F2. Direct total includes restricted shares of Vivmark Residential scheduled to vest in the future.
- F3. 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.
- F4. 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"), 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. The RUs are scheduled to vest on March 1, 2029.
- F10. On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
- F11. The RUs are scheduled to vest on August 17, 2029
Key Figures
Common shares sold: 16,595 shares
Weighted average sale price: $64.29 per share
Shares held after sale: 48,776 shares
+5 more
8 metrics
Common shares sold
16,595 shares
Sale of common shares of beneficial interest on August 18, 2026
Weighted average sale price
$64.29 per share
Open-market sale range $64.11 to $64.39 on August 18, 2026
Shares held after sale
48,776 shares
Direct common shares of beneficial interest following the August 18, 2026 transaction
Restricted units grant 1
12,124 units
Restricted units granted August 17, 2026, tied to prior AVB performance award
Restricted units grant 2
5,566 units
Restricted units granted August 17, 2026 with vesting March 1, 2028
Restricted units grant 3
5,016 units at $0.50
Restricted units granted August 17, 2026 with stated price per unit $0.5000
Restricted units grant 4
12,960 units
Restricted units granted August 17, 2026 with vesting March 1, 2029
Restricted units grant 5
24,019 units
Restricted units granted August 17, 2026, vesting August 17, 2029
Key Terms
restricted units, Merger Agreement, merger of equals, OP Units, +1 more
5 terms
restricted units financial
"Each restricted unit award is subject to the same time-based vesting conditions"
Merger Agreement regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
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.
OP Units financial
"OP Units are exchangeable by the holder for common shares of VMRK"
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"
FAQ
What did VMRK executive Edward M. Schulman sell in this Form 4 filing?
Edward M. Schulman sold 16,595 common shares of Vivmark Residential at a weighted average price of $64.29 per share. The shares were sold in open-market trades within a $64.11–$64.39 range on August 18, 2026.
When do Schulman’s Vivmark Residential restricted units vest?
Schulman’s restricted units vest on several dates: March 1, 2027, March 1, 2028, March 1, 2029, and August 17, 2029. Certain units are also subject to a holding restriction that extends until August 17, 2028.
How are Schulman’s VMRK restricted units and OP Units structured economically?
Each restricted unit automatically converts into an equal number of OP Units once a tax-related capital account target is met within ten years. Subject to vesting and other conditions, OP Units are then exchangeable one-for-one for VMRK common shares or cash, at Vivmark’s option.
What merger transaction underlies the VMRK restricted unit grants reported for Schulman?
The restricted unit grants arise from a merger of equals between AvalonBay Communities, Inc. and Vivmark Residential under a Merger Agreement dated May 20, 2026. AvalonBay performance awards were converted into Vivmark-related restricted unit awards at closing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
