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Get filing alertsEquity Residential completes merger with AvalonBay, forming Vivmark Residential with $51B market cap
Filed August 17, 2026 · Period ending August 17, 2026 · ~1 min read
Key Changes
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Merger closed Aug 17, creating combined company with ~$51B equity market cap, ~$70B enterprise value, 184,000+ apartments, and 11,100 units under construction. AvalonBay shareholders received 2.793 shares per share and own ~51% of combined entity; EQR shareholders own ~49%.
Item 2.01 verify on EDGAR → -
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Benjamin Schall (former AvalonBay CEO) appointed CEO; Kevin O'Shea CFO; Michael Manelis COO. Four legacy EQR officers departed with change-in-control severance. Board expanded to 14 trustees (7 from each legacy company); Stephen Sterrett appointed Chairman.
Item 5.02 verify on EDGAR → -
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Company changed name to Vivmark Residential, effective Aug 17. NYSE ticker changes from EQR to VMRK beginning Aug 18. Dual headquarters in Chicago and Arlington, VA.
Item 2.01 verify on EDGAR → -
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Initial expected annualized dividend set at $2.81 per share. Combined company has ~$4.4B under construction (11,100 homes) and ~$4.2B development rights pipeline (9,900 future homes).
Exhibit 99.1 view on EDGAR → -
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Bylaws amended to comply with SEC universal proxy rules and update advance notice provisions for shareholder trustee nominations, effective Aug 17.
Item 5.03 verify on EDGAR →
Summary
Equity Residential and AvalonBay Communities completed their merger of equals on August 17, 2026, forming Vivmark Residential. The transaction creates one of the largest U.S. apartment REITs with an equity market capitalization of approximately $51 billion and an enterprise value of approximately $70 billion.
AvalonBay shareholders received 2.793 shares of the combined company for each share held and now own approximately 51% of Vivmark on a fully diluted basis, with legacy EQR shareholders owning approximately 49%. The combined entity owns more than 184,000 rental apartments and has over 11,100 apartments under construction.
The new leadership team is led by Benjamin Schall (former AvalonBay CEO) as CEO, with Kevin O'Shea as CFO and Michael Manelis as COO. Four legacy Equity Residential officers departed with change-in-control severance. The board expanded to 14 trustees—seven from each legacy company—with Stephen Sterrett as Chairman. The company announced an initial expected annualized dividend of $2.81 per share and highlighted a combined development pipeline of approximately $4.4 billion under construction and approximately $4.2 billion in development rights representing approximately 9,900 future apartment homes. The company will trade on the NYSE under ticker VMRK beginning August 18, 2026, and will operate dual headquarters in Chicago and Arlington, Virginia.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Equity Residential completes merger with AvalonBay, reconstitutes board to 14 trustees, appoints new CEO and executive team, and changes name to Vivmark Residential.
Added in current filing · verify on EDGAR →
At the Effective Time, the Board was expanded to fourteen trustees and reconstituted so that it consists of (i) seven persons who were members of the AvalonBay board of directors immediately prior to the Effective Time and (ii) seven persons who were members of the legacy Company board of trustees immediately prior to the Effective Time. ... In addition, effective as of the Effective Time, Mr. Sterrett was appointed as Chairman of the Board. ... Benjamin W. Schall ... President and Chief Executive Officer
The merger triggered a board expansion from an unspecified prior size to 14 trustees, split evenly between legacy Equity Residential and AvalonBay directors. Stephen Sterrett was appointed Chairman. Benjamin Schall, previously AvalonBay's CEO, became CEO of the combined company. Three legacy Equity Residential trustees resigned (not due to disagreement), and seven AvalonBay directors joined the board.
Added in current filing · verify on EDGAR →
As of the Effective Time, the following persons are the executive officers of the Company: Name | Age | Position Benjamin W. Schall 51 President and Chief Executive Officer Kevin P. O’Shea 60 Executive Vice President and Chief Financial Officer Michael L. Manelis 57 Executive Vice President and Chief Operating Officer Matthew H. Birenbaum 60 Executive Vice President and Chief Development Officer Sean J. Breslin 59 Executive Vice President and Chief Investment and Growth Officer ... As of immediately prior to the Effective Time, each of Catherine M. Carraway, Robert A. Garechana, Bret D. McLeod and Mark J. Parrell ceased to serve in his or her officer position(s) at the Company. In connection with a qualifying termination of their employment as of the Effective Time, Catherine M. Carraway, Robert A. Garechana, Bret D. McLeod and Mark J. Parrell will each receive severance payments and benefits under their respective change in control agreements
The merger brought in a new executive team led by former AvalonBay officers: Benjamin Schall as CEO, Kevin O'Shea as CFO, Matthew Birenbaum as Chief Development Officer, and Sean Breslin as Chief Investment and Growth Officer. Four legacy Equity Residential officers departed with change-in-control severance. Michael Manelis continues as COO, and Sean Willson was appointed Chief Accounting Officer.
Added in current filing · verify on EDGAR →
Pursuant to the Trustee Compensation Program, each trustee is entitled to receive an annual cash retainer for service on the Board in the amount of $100,000, together with additional cash retainers for service as chair or member of Board committees, as applicable, and a cash or equity retainer for service as the non-executive Chairman of the Board, in the amounts set forth below (on an annualized basis): Non-Executive Chairman | $ 250,000 | Lead Trustee | $ 50,000 | Audit Committee Chair | $ 35,000 | Compensation Committee Chair | $ 30,000 ... The Trustee Compensation Program also provides for the grant of annual equity awards to the trustees, with a grant date value of $210,000
The combined company adopted a trustee compensation program providing a $100,000 base annual retainer plus committee and chair premiums ranging from $12,500 to $250,000. The non-executive Chairman receives $250,000. Trustees also receive annual equity awards valued at $210,000. Each trustee received a prorated initial equity award of $166,849 vesting on the first anniversary.
Added in current filing · verify on EDGAR →
On August 17, 2026, the Company filed with the State Department of Assessments and Taxation of Maryland Articles of Amendment to the Declaration of Trust of Vivmark Residential to change its corporate name from Equity Residential to Vivmark Residential, effective August 17, 2026. ... The Company Common Shares will continue to trade on the New York Stock Exchange (the “NYSE”) and beginning on August 18, 2026, the Company Common Shares will trade on the NYSE under the ticker symbol “VMRK.”
Equity Residential changed its legal name to Vivmark Residential effective August 17, 2026, in connection with the merger. The company's NYSE ticker symbol changed from EQR to VMRK beginning August 18, 2026. Existing share certificates remain valid and do not need to be exchanged.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As of the Effective Time, the Board reconstituted its Audit Committee, Compensation Committee, Corporate Governance Committee and Investment Committee such that the membership of such committees is described below: Audit Committee Compensation Committee Charles E. Mueller, Jr. (Chair) Mary Kay Haben (Chair) Angela M. Aman Terry S. Brown Conor C. Flynn Chris Carr Christopher B. Howard Conor C. Flynn Nina P. Jones Ann C. Hoff Stephen E. Sterrett Susan Swanezy
The board reconstituted all four standing committees with new membership. Charles Mueller chairs the Audit Committee, Mary Kay Haben chairs Compensation, Nina Jones chairs Corporate Governance, and Terry Brown chairs the Investment Committee. Each committee includes a mix of legacy Equity Residential and AvalonBay directors.
Event · Item 7.01 — Regulation FD Disclosure
Equity Residential issued a press release regarding transactions contemplated by a Merger Agreement and their closing.
Added in current filing · verify on EDGAR →
On August 17, 2026, the Company issued a press release with respect to the transactions contemplated by the Merger Agreement and a presentation in connection with the closing of the transactions.
Equity Residential disclosed that transactions contemplated by a Merger Agreement have closed. The 8-K references a press release (Exhibit 99.1) containing details about the transaction, but the body of the filing does not specify the counterparty, transaction structure, or financial terms. Investors should review the attached press release for material details about this merger or acquisition.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Equity Residential completed its merger with AvalonBay, issuing ~400M shares at 2.793:1 exchange ratio and rebranding as Vivmark Residential.
Added in current filing · verify on EDGAR →
In connection with the closing of the Merger, the Company changed its name from Equity Residential to Vivmark Residential. The dual headquarters of the Company are located in Chicago, Illinois and Arlington, Virginia.
Equity Residential completed its merger with AvalonBay Communities and changed its name to Vivmark Residential. The combined company now operates dual headquarters in Chicago and Arlington, Virginia, reflecting the integration of both legacy organizations.
Added in current filing · verify on EDGAR →
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of AvalonBay (“AvalonBay Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive 2.793 common shares (the “Exchange Ratio”) of beneficial interest in the Company, par value $0.01 per share (“Company Common Shares”), and cash in lieu of fractional shares, if any. ... In connection with the Merger, the Company issued approximately 400 million Company Common Shares.
Each AvalonBay share was converted into 2.793 shares of the combined company at the merger's effective time. The company issued approximately 400 million new common shares in connection with the transaction, representing a significant expansion of the share base.
Added in current filing · verify on EDGAR →
In addition, each award of restricted Company Common Shares that is subject to both time-based and performance-based vesting conditions (a “Company LTI restricted share award”) and each award of OP Units designated as “Restricted Units” in the Operating Partnership’s partnership agreement that is subject to both time-based and performance-based vesting conditions (a “Company LTI restricted unit award”), in each case, granted under a Company equity plan outstanding immediately prior to the Effective Time, was deemed earned, with the applicable performance-based vesting conditions deemed to be achieved based on the greater of target performance and the actual level of performance (which will be calculated as of the latest practicable date prior to the Effective Time and certified by the delegates of the Compensation Committee of the legacy Company board of trustees as soon as practicable after the Effective Time).
Performance-based equity awards for both legacy Equity Residential and AvalonBay employees were deemed earned at the greater of target or actual performance levels. AvalonBay equity awards were converted using the 2.793 exchange ratio and remain subject to their original vesting schedules, while board member awards became fully vested at closing.
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Merger Agreement, on the Closing Date, (i) AvalonBay contributed certain assets in exchange for units of partnership interest in the Operating Partnership (“OP Units”) that have, in the aggregate, a value equal to the fair market value of such contributed assets and (ii) AvalonBay merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity. Additionally, following the consummation of the Merger, the Company contributed all of the membership interests of Merger Sub to the Operating Partnership and, following such contribution, Merger Sub merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.
The merger was structured through the Operating Partnership, with AvalonBay contributing certain assets in exchange for OP Units at fair market value before merging into a subsidiary. The subsidiary then merged into the Operating Partnership, which continues as the surviving entity holding the combined assets.
Event · Item 3.03 — Material Modification to Rights of Security Holders
EQR disclosed a material modification to security holder rights, with details cross-referenced to Item 2.01.
Added in current filing · verify on EDGAR →
Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 2.01
The filing discloses a material modification to the rights of security holders under Item 3.03, with the substantive details cross-referenced to Item 2.01. However, the provided excerpt does not include the Item 2.01 content, so the specific nature of the modification cannot be determined from this fragment alone.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Show 2 minor / wording changes
Added in current filing · view on EDGAR → · paraphrased
On August 17, 2026, the Board of Trustees (the "Board") of Equity Residential (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws") to implement the universal proxy rules adopted by the Securities and Exchange Commission and to make certain updates to the advance notice provisions relating to shareholder nominations of trustees for election to the Board.
The Board amended the company's bylaws to comply with new SEC universal proxy rules, which affect how shareholders can nominate directors. The amendments also updated advance notice requirements for shareholder trustee nominations. These are procedural governance changes required by regulatory updates.
Added in current filing · view on EDGAR → · paraphrased
The amendments to the Bylaws are effective as of August 17, 2026.
The bylaw changes took effect immediately on August 17, 2026, the same day the Board approved them.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Vivmark Residential expects to deliver a current yield to investors through the payment of an initial expected annualized dividend of $2.81 per share.
Vivmark Residential announced an initial expected annualized dividend of $2.81 per share. This provides investors with visibility into the combined company's dividend policy and expected cash returns.
Added in current filing · view on EDGAR →
Combined approximately $4.4 billion under construction, representing approximately 11,100 homes under construction across 33 communities. Proven Growth Engine: Expanded pipeline of accretive development opportunities, regional expertise extended across 15+ markets. Vivmark also has an approximately $4.2 billion development rights pipeline representing approximately 9,900 future apartment homes, creating a pathway to a meaningful ramp in future development starts.
The combined company has approximately $4.4 billion under construction representing approximately 11,100 homes across 33 communities, plus an approximately $4.2 billion development rights pipeline representing approximately 9,900 future apartment homes. The company expects more than $2 billion of cash flow and leverage-neutral self-funding capacity annually to support this growth.
Added in current filing · view on EDGAR →
Benjamin Schall serves as Chief Executive Officer, Michael Manelis serves as Chief Operating Officer and Kevin O’Shea serves as Chief Financial Officer. The Board of Trustees consists of 14 trustees, seven from each company, and is led by Stephen Sterrett as Chairman. Ahead of closing, the companies executed integration planning across all key business functions, completed organizational redesign and talent assessment and selection, communicated all officer and corporate team member decisions, announced the new corporate identity, and prepared for a seamless Day 1 resident experience.
The combined company's leadership team is in place with Benjamin Schall as CEO, Michael Manelis as COO, and Kevin O'Shea as CFO. The Board consists of 14 trustees (seven from each legacy company) led by Chairman Stephen Sterrett. The companies completed integration planning, organizational redesign, talent selection, and Day 1 preparations ahead of closing.
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