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Vivmark exec granted merger-linked unit awards

VIVMARK RESIDENTIAL (VMRK) reported that executive officer Sean J. Breslin received several grants of restricted units (RUs) in ERP Operating Limited Partnership on August 17, 2026.

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

Rhea-AI Filing Summary

VIVMARK RESIDENTIAL (VMRK) reported that executive officer Sean J. Breslin received several grants of restricted units (RUs) in ERP Operating Limited Partnership on August 17, 2026. These RUs were issued in connection with the merger of equals between AvalonBay Communities, Inc. and Vivmark Residential and replace prior AVB performance awards and certain VMRK restricted shares. Each RU represents a partnership interest that can automatically convert into OP Units, which, subject to vesting and other conditions, are exchangeable one-for-one for VMRK common shares or their cash value at VMRK’s option. The grants vest in tranches between March 1, 2027 and August 17, 2029, with certain RUs subject to a holding restriction until August 17, 2028.

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Insider Breslin Sean J.
Role EVP & CI & GO
Type Security Shares Price Value
Grant/Award Restricted Units F1, F2, F3, F4, F5 26,500 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 12,052 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 10,856 $0.50 $5K
Grant/Award Restricted Units F1, F2, F3, F4, F7 28,056 $0.00 $0.00
Grant/Award Restricted Units F8, F4, F9 31,525 $0.00 $0.00
Holdings After Transaction: Restricted Units — 108,989 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 March 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 1 26,500 restricted units Restricted units awarded on August 17, 2026, expiring August 17, 2036
RU grant 2 12,052 restricted units Restricted units awarded on August 17, 2026, expiring August 17, 2036
RU grant 3 10,856 restricted units Restricted units awarded on August 17, 2026, at $0.5000 per unit, expiring August 17, 2036
RU grant 4 28,056 restricted units Restricted units awarded on August 17, 2026, expiring August 17, 2036
RU grant 5 31,525 restricted units Restricted units awarded on August 17, 2026, expiring August 17, 2036
Holding restriction end date August 17, 2028 Certain RUs and any resulting OP Units are subject to a holding restriction until this date
Vesting date (earliest tranche) March 1, 2027 One RU tranche is scheduled to vest on this date
RU expiration August 17, 2036 Expiration date listed for each restricted unit grant
restricted units financial
"Each restricted unit award is subject to the same time-based vesting conditions"
OP Units financial
"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 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.
AVB Performance Award financial
"each, an "AVB Performance Award") was converted into a restricted unit award"

FAQ

What insider transaction did VMRK disclose for Sean J. Breslin on August 17, 2026?
VMRK disclosed that Sean J. Breslin received multiple grants of restricted units (RUs) in ERP Operating Limited Partnership on August 17, 2026, replacing prior AVB performance awards and certain Vivmark restricted share awards following a merger of equals.

How many restricted units were granted to the VMRK executive in each Form 4 transaction?
The Form 4 reports RU grants of 26,500, 12,052, 10,856, 28,056, and 31,525 restricted units. Each RU corresponds to an equal number of underlying common shares of beneficial interest in VMRK, via OP Units, subject to vesting and other conditions.

When do the new restricted units reported by VMRK (VMRK) vest?
According to the filing, certain RUs vest on March 1, 2027, others on March 1, 2028, others on March 1, 2029, and one grant vests on August 17, 2029, with each vesting schedule tied to a specific RU award tranche.

Are the Vivmark Residential restricted units subject to any holding restrictions?
Yes. Some RUs, including any OP Units into which they convert, are subject to a holding restriction until August 17, 2028. This holding period applies in addition to the scheduled vesting dates for the affected awards.

How are the AvalonBay performance awards treated in the VMRK Form 4?
The filing states that each outstanding AVB Performance Award was converted at the merger’s effective time into a restricted unit award of Vivmark’s operating partnership, rather than VMRK restricted shares, using a formula based on performance and a 2.793 multiplier.

What is the relationship between RUs, OP Units, and VMRK common shares?
RUs are a class of partnership interest that automatically convert into OP Units once a tax-related capital account target is reached. Subject to vesting and conditions, OP Units are exchangeable one-for-one for VMRK common shares or their cash value at VMRK’s option.

What merger context does VMRK mention in this Form 4 filing?
The company describes an Agreement and Plan of Merger dated May 20, 2026, under which AvalonBay Communities, Inc. and Vivmark Residential completed a merger of equals on August 17, 2026, with related entity mergers involving a subsidiary and the operating partnership.

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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*
Breslin Sean J.
(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 & CI & GO
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)08/17/2026A26,500 (5)08/17/2036Common Shares Of Beneficial Interest26,500$026,500D
Restricted Units(1)(2)(3)(4)08/17/2026A12,052 (6)08/17/2036Common Shares Of Beneficial Interest12,052$012,052D
Restricted Units(1)(2)(3)(4)08/17/2026A10,856 (6)08/17/2036Common Shares Of Beneficial Interest10,856$0.510,856D
Restricted Units(1)(2)(3)(4)08/17/2026A28,056 (7)08/17/2036Common Shares Of Beneficial Interest28,056$028,056D
Restricted Units(8)(4)08/17/2026A31,525 (9)08/17/2036Common Shares Of Beneficial Interest31,525$031,525D
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 March 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