AvalonBay Communities, Inc. filed a Form 8-K with the SEC on August 17, 2026, reporting the completion of its merger with Vivmark Residential (formerly Equity Residential), with ERP Operating Partnership continuing as the surviving entity.

Key Highlights

  • Merger closed August 17, 2026: AvalonBay merged with and into Canopy Merger Sub LLC, a wholly owned subsidiary of Vivmark Residential, with Merger Sub continuing as the surviving entity.
  • Exchange ratio of 2.793: Each share of AvalonBay Common Stock was cancelled and converted into the right to receive 2.793 Vivmark Common Shares, plus cash in lieu of any fractional shares.
  • Name change: Equity Residential changed its name to Vivmark Residential in connection with the closing of the merger.
  • Dual headquarters: Vivmark's dual headquarters are located in Chicago, Illinois and Arlington, Virginia, according to the filing.
  • Equity awards converted: Outstanding AvalonBay restricted share awards, performance awards, deferred unit awards, and options were each converted into corresponding Vivmark instruments at the Exchange Ratio.
  • Performance awards cashed for dividends: Each holder of an AvalonBay Performance Award will receive a cash payment equal to cumulative dividends paid by AvalonBay on deemed-earned shares from the date of grant through the Effective Time.

AvalonBay-Vivmark Merger: Transaction Terms and Equity Award Treatment

According to the filing, the merger was completed on August 17, 2026, pursuant to the Agreement and Plan of Merger dated May 20, 2026, among AvalonBay Communities, Inc., Vivmark Residential (formerly Equity Residential), ERP Operating Limited Partnership, and Canopy Merger Sub LLC. The filing reports that AvalonBay contributed certain assets in exchange for OP Units in ERP Operating Partnership and then merged into Merger Sub. Following that step, Vivmark contributed all membership interests of Merger Sub to ERP Operating Partnership, and Merger Sub subsequently merged into ERP Operating Partnership, which continued as the surviving entity.

The filing discloses that each share of AvalonBay Common Stock outstanding immediately prior to the Effective Time (other than certain excluded shares described in the Merger Agreement) was automatically cancelled and converted into the right to receive 2.793 Vivmark Common Shares, plus any cash in lieu of fractional shares. For equity awards, AvalonBay Restricted Share Awards were converted into time-vesting restricted Vivmark Common Shares at the same Exchange Ratio of 2.793, preserving existing vesting schedules, retirement provisions, and double-trigger vesting acceleration entitlements, according to the filing.

The filing further states that AvalonBay Performance Awards were converted into either Vivmark Time-Vesting Restricted Share Awards or Vivmark Time-Vesting Restricted Unit Awards, with the number of shares or units determined using the greater of target performance or the actual level of performance certified by AvalonBay's Compensation Committee prior to the Effective Time, multiplied by the Exchange Ratio. AvalonBay Deferred Unit Awards were converted into Vivmark Common Shares in a manner the filing states complies with Section 409A of the Internal Revenue Code. AvalonBay Options were converted into Adjusted Vivmark Options, with the number of shares rounded down to the nearest whole share and the exercise price per share rounded up to the nearest whole cent, each divided or multiplied by the Exchange Ratio as applicable. The registrant is listed on NYSE:AVB.

What Was Disclosed

The filing reports the August 17, 2026 closing of AvalonBay's merger into a Vivmark Residential subsidiary, the resulting conversion of all AvalonBay common shares at a 2.793 exchange ratio, and the treatment of outstanding equity awards under the merger terms.