Pamela Rogers Thomas, Executive Vice President of AvalonBay Communities, Inc., filed a Form 4 on August 17, 2026, disclosing the deemed acquisition and subsequent conversion of common stock and performance-based restricted stock units in connection with AvalonBay's merger with Equity Residential.

Key Highlights

  • Merger closing date: AvalonBay Communities merged with Equity Residential on August 17, 2026, with AVB merging into Canopy Merger Sub LLC, which survived as a wholly owned subsidiary of EQR.
  • Name change: Following the Merger, EQR changed its name to Vivmark Residential, according to the filing.
  • PSU acquisition: 13,561 shares of AVB Common Stock were deemed acquired at $0 via performance-based restricted stock units (PSUs), with achievement determined at the greater of actual performance and target level.
  • Full disposition: All 23,879 shares of AVB Common Stock held directly by the reporting person were disposed of at $0 upon conversion at the Effective Time, resulting in zero remaining AVB shares.
  • Exchange ratio: Each AVB Common Stock share converted into the right to receive 2.793 EQR common shares, plus cash in lieu of any fractional shares.
  • Reference closing prices: On August 14, 2026, AVB Common Stock closed at $184.06 per share and EQR Common Shares closed at $65.97 per share, as stated in the filing.
  • Merger Agreement date: The Agreement and Plan of Merger was dated May 20, 2026, among AVB, EQR, ERP Operating Limited Partnership, and Canopy Merger Sub LLC.

AvalonBay-Equity Residential Merger Triggers Officer's Equity Conversion

According to the Form 4 filed with the SEC, Pamela Rogers Thomas, an Executive Vice President at AvalonBay Communities, Inc. (NYSE:AVB), reported two transactions on August 17, 2026, both tied to the closing of a merger of equals between AvalonBay and Equity Residential. The filing states that AVB merged with and into Canopy Merger Sub LLC, a Maryland limited liability company, with Merger Sub surviving as a wholly owned subsidiary of EQR. The filing further notes that EQR changed its name to Vivmark Residential in connection with the transaction.

The filing describes the first transaction as the deemed acquisition of 13,561 shares of AVB Common Stock (par value $0.01 per share) at $0, arising from PSUs previously granted to the reporting person. The Compensation Committee of AVB determined PSU achievement at the greater of actual performance or target level for each respective award 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 the same time-based vesting conditions that previously applied to the PSUs, the filing states.

The second transaction reflects the automatic conversion of all 23,879 shares of AVB Common Stock held directly by Thomas at the Effective Time. Per the filing, each share converted into the right to receive 2.793 EQR common shares of beneficial interest (par value $0.01 per share), plus cash in lieu of fractional shares. The filing notes that the August 14, 2026 closing prices were $184.06 for AVB Common Stock and $65.97 for EQR Common Shares. Following these transactions, the reporting person holds zero shares of AVB Common Stock directly. The Form 4 was signed by Lee N. Davis under a Power of Attorney dated June 20, 2024.

What Was Disclosed

The filing reports the deemed acquisition of 13,561 AVB shares via PSUs and the full conversion of 23,879 AVB shares, both at $0, by Executive Vice President Pamela Rogers Thomas upon the August 17, 2026 closing of the AvalonBay-Equity Residential merger.