{"filing":{"accession_number":"0001104659-26-097833","cik":"0000915912","ticker":"AVB","company_name":"AVALONBAY COMMUNITIES INC","form":"8-K","filing_date":"2026-08-17","report_date":"2026-08-17","primary_document":"tm2623381d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/915912/000110465926097833/tm2623381d1_8k.htm"},"events":[{"id":28223,"run_id":25806,"accession_number":"0001104659-26-097833","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"AvalonBay Communities, Inc. completed a merger of equals with Equity Residential on August 17, 2026, creating Vivmark Residential (NYSE: VMRK), a combined company with approximately $51 billion equity market capitalization and ~184,000 rental apartments. Each AvalonBay share was converted into 2.793 shares of Vivmark, with AvalonBay shareholders holding approximately 51% of the combined entity.","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30087,"accession_number":"0001104659-26-097833","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger of equals between AvalonBay Communities, Inc. and Equity Residential, creating Vivmark Residential. The filing details the exchange ratio (2.793 shares of Vivmark per AvalonBay share), treatment of equity awards, issuance of approximately 400 million Vivmark Common Shares, and NYSE listing under ticker VMRK. The press release confirms the merger closed on August 17, 2026, creating a company with ~$51 billion equity market cap and ~184,000 rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30089,"accession_number":"0001104659-26-097833","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holders' rights arising from the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The section explicitly states that \"all shares of AvalonBay Common Stock issued and outstanding immediately prior to the Effective Time...were converted into the right to receive the Merger Consideration and were cancelled and ceased to exist,\" with each share converting into 2.793 shares of the combined company. The press release confirms this is a completed merger creating a $51 billion equity market cap company with 184,000+ rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30090,"accession_number":"0001104659-26-097833","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Item 5.01 discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential with ~$51 billion equity market cap and ~$70 billion enterprise value. The filing explicitly states \"AvalonBay merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a direct, wholly owned subsidiary of Vivmark\" and describes this as a transformational change of control affecting both companies' shareholders (51% AvalonBay, 49% Equity Residential ownership post-closing). This is a material acquisition/merger completion under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30092,"accession_number":"0001104659-26-097833","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.03 incorporates by reference Item 2.01, which discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states \"AvalonBay ceased to exist and Merger Sub continued as the surviving entity\" and describes the formation of a new combined company with ~$51 billion equity market cap and ~184,000 rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30093,"accession_number":"0001104659-26-097833","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger of equals between AvalonBay Communities, Inc. and Equity Residential, creating Vivmark Residential with approximately $51 billion equity market capitalization and $70 billion enterprise value. The press release explicitly states \"AvalonBay Communities, Inc. (NYSE: AVB) and Equity Residential (NYSE: EQR) today announced the completion of their merger of equals, creating Vivmark Residential (NYSE: VMRK).\" This is a material acquisition/change of control event that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30094,"accession_number":"0001104659-26-097833","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure describes the completion of a merger between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states \"Effective as of the Closing Date, in connection with the Merger\" and details the termination of AvalonBay's commercial paper program and sales agency financing agreements as post-closing actions. The press release (EX-99.1) confirms the merger completion with an equity market capitalization of approximately $51 billion and enterprise value of approximately $70 billion, making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28224,"run_id":25806,"accession_number":"0001104659-26-097833","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Following completion of the merger, AvalonBay Common Stock was delisted from the NYSE effective August 17, 2026, with the NYSE filing Form 25 to remove the stock from trading and triggering deregistration under Section 12(b) of the Exchange Act. The successor entity intends to file Form 15 to suspend reporting obligations.","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30088,"accession_number":"0001104659-26-097833","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that AvalonBay notified the NYSE of completion of the Merger on the Closing Date (August 17, 2026), resulting in trading halt prior to market open and removal of AvalonBay Common Stock from NYSE trading. The NYSE filed Form 25 to delist AvalonBay Common Stock, causing deregistration under Section 12(b) of the Exchange Act, and ERP Operating Partnership (successor by merger) intends to file Form 15 to suspend reporting obligations. This is a delisting event triggered by the merger completion and change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28225,"run_id":25806,"accession_number":"0001104659-26-097833","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Upon the effective time of the merger on August 17, 2026, all directors and officers of AvalonBay Communities ceased to hold their positions as AvalonBay ceased to exist and was merged into the surviving entity, with all executive roles replaced by those of the combined Vivmark Residential company.","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30091,"accession_number":"0001104659-26-097833","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.02 discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states that \"AvalonBay ceased to exist\" and all directors and officers were replaced upon the \"Effective Time\" of the merger. While Item 5.02 nominally covers executive departures and appointments, the substance here is the completion of a material acquisition/merger (referenced as incorporated from Item 2.01), with the executive changes being incidental consequences of the transaction. The merger created a $51 billion equity market cap company with 184,000 rental apartments, clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30087,"accession_number":"0001104659-26-097833","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger of equals between AvalonBay Communities, Inc. and Equity Residential, creating Vivmark Residential. The filing details the exchange ratio (2.793 shares of Vivmark per AvalonBay share), treatment of equity awards, issuance of approximately 400 million Vivmark Common Shares, and NYSE listing under ticker VMRK. The press release confirms the merger closed on August 17, 2026, creating a company with ~$51 billion equity market cap and ~184,000 rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30088,"accession_number":"0001104659-26-097833","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that AvalonBay notified the NYSE of completion of the Merger on the Closing Date (August 17, 2026), resulting in trading halt prior to market open and removal of AvalonBay Common Stock from NYSE trading. The NYSE filed Form 25 to delist AvalonBay Common Stock, causing deregistration under Section 12(b) of the Exchange Act, and ERP Operating Partnership (successor by merger) intends to file Form 15 to suspend reporting obligations. This is a delisting event triggered by the merger completion and change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30089,"accession_number":"0001104659-26-097833","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holders' rights arising from the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The section explicitly states that \"all shares of AvalonBay Common Stock issued and outstanding immediately prior to the Effective Time...were converted into the right to receive the Merger Consideration and were cancelled and ceased to exist,\" with each share converting into 2.793 shares of the combined company. The press release confirms this is a completed merger creating a $51 billion equity market cap company with 184,000+ rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30090,"accession_number":"0001104659-26-097833","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Item 5.01 discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential with ~$51 billion equity market cap and ~$70 billion enterprise value. The filing explicitly states \"AvalonBay merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a direct, wholly owned subsidiary of Vivmark\" and describes this as a transformational change of control affecting both companies' shareholders (51% AvalonBay, 49% Equity Residential ownership post-closing). This is a material acquisition/merger completion under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30091,"accession_number":"0001104659-26-097833","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.02 discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states that \"AvalonBay ceased to exist\" and all directors and officers were replaced upon the \"Effective Time\" of the merger. While Item 5.02 nominally covers executive departures and appointments, the substance here is the completion of a material acquisition/merger (referenced as incorporated from Item 2.01), with the executive changes being incidental consequences of the transaction. The merger created a $51 billion equity market cap company with 184,000 rental apartments, clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30092,"accession_number":"0001104659-26-097833","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.03 incorporates by reference Item 2.01, which discloses the completion of a merger of equals between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states \"AvalonBay ceased to exist and Merger Sub continued as the surviving entity\" and describes the formation of a new combined company with ~$51 billion equity market cap and ~184,000 rental apartments. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30093,"accession_number":"0001104659-26-097833","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger of equals between AvalonBay Communities, Inc. and Equity Residential, creating Vivmark Residential with approximately $51 billion equity market capitalization and $70 billion enterprise value. The press release explicitly states \"AvalonBay Communities, Inc. (NYSE: AVB) and Equity Residential (NYSE: EQR) today announced the completion of their merger of equals, creating Vivmark Residential (NYSE: VMRK).\" This is a material acquisition/change of control event that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"},{"id":30094,"accession_number":"0001104659-26-097833","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure describes the completion of a merger between AvalonBay Communities and Equity Residential, creating Vivmark Residential. The filing explicitly states \"Effective as of the Closing Date, in connection with the Merger\" and details the termination of AvalonBay's commercial paper program and sales agency financing agreements as post-closing actions. The press release (EX-99.1) confirms the merger completion with an equity market capitalization of approximately $51 billion and enterprise value of approximately $70 billion, making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T20:04:12.828420+00:00","company_name":"AVALONBAY COMMUNITIES INC","ticker":"AVB","filing_date":"2026-08-17"}]}
