Kevin P. O'Shea, Chief Financial Officer of AvalonBay Communities, Inc. (NASDAQ:AVB), filed a Form 4 on August 17, 2026, reporting changes in beneficial ownership of common stock and employee stock options resulting from AvalonBay's merger with Equity Residential.

Key Highlights

  • Merger completed August 17, 2026: AvalonBay merged with and into Canopy Merger Sub LLC, a wholly owned subsidiary of Equity Residential, pursuant to an Agreement and Plan of Merger dated May 20, 2026.
  • Name change: In connection with the merger, Equity Residential changed its name to Vivmark Residential, according to the filing.
  • PSU acquisition: O'Shea was deemed to have acquired 24,467 shares of AVB Common Stock at $0 pursuant to performance-based restricted stock units (PSUs) at the effective time of the merger.
  • All common shares disposed: 57,693.2842 shares of AVB Common Stock were disposed of at $0 upon conversion into the right to receive Equity Residential common shares at an exchange ratio of 2.793.
  • Reference closing prices: On August 14, 2026, AVB Common Stock closed at $184.06 per share and Equity Residential common shares closed at $65.97 per share.
  • Stock options converted: 13,966 employee stock options with an exercise price of $180.32, expiring February 25, 2031, were converted into options to acquire Equity Residential common shares under the merger terms, resulting in zero remaining AVB options.

AvalonBay CFO O'Shea's Holdings Converted in Merger-of-Equals Transaction

According to the filing, Kevin P. O'Shea, identified as Chief Financial Officer, reported two non-derivative transactions on August 17, 2026, both tied to the closing of AvalonBay's combination with Equity Residential. The filing describes the transaction as "a merger of equals," with AVB merging with and into Canopy Merger Sub LLC, a Maryland limited liability company, which survived as a wholly owned subsidiary of Equity Residential. The filing states that Equity Residential subsequently changed its name to Vivmark Residential.

In Table I, O'Shea was deemed to have acquired 24,467 shares of AVB Common Stock (par value $0.01 per share) at a price of $0 through PSUs subject to performance-based vesting conditions. The filing states the number of PSUs reflects deemed achievement "at the greater of actual performance and the target level for each respective award, as determined by the Compensation Committee of AVB effective as of the Effective Time." Those PSUs converted into the right to receive restricted shares of Equity Residential or limited partnership interests in ERP Operating Limited Partnership, subject to prior time-based vesting conditions. Separately, 57,693.2842 shares were disposed of at $0 as each outstanding share of AVB Common Stock was "automatically converted into the right to receive 2.793" Equity Residential common shares, plus cash in lieu of any fractional shares. Following these transactions, the filing shows zero directly held shares of AVB Common Stock.

In Table II, the filing reports that 13,966 employee stock options (right to buy) at an exercise price of $180.32, with an expiration date of February 25, 2031, were disposed of and converted into options to acquire Equity Residential common shares. The conversion formula, per the filing, multiplies the number of AVB shares subject to the option by the 2.793 exchange ratio (rounded down to the nearest whole share) and divides the exercise price by the same ratio (rounded up to the nearest whole cent). Following the conversion, the filing shows zero AVB stock options remaining.

What Was Disclosed

The filing reports that AvalonBay's Chief Financial Officer, Kevin P. O'Shea, had his AVB common stock holdings and stock options converted into Equity Residential instruments upon the closing of the companies' merger on August 17, 2026, with all AVB positions reduced to zero.