VMRK

• On August 17, 2026, Equity Residential (now Vivmark Residential) closed its merger with AvalonBay Communities, with AvalonBay merging into a subsidiary and the combined company operating under the Vivmark name.
• The board was expanded to 14 members, split evenly between former AvalonBay and legacy Equity Residential directors, with Stephen E. Sterrett as Chairman.
• Executive leadership shifted to former AvalonBay executives, including Benjamin W. Schall as CEO, Kevin P. O'Shea as CFO, and Matthew H. Birenbaum as Chief Development Officer.
• The company now has dual headquarters in Chicago, Illinois and Arlington, Virginia.

2.01 Completion of Acquisition or Disposition of Assets · 3.03 Material Modification to Rights of Security Holders · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On August 17, 2026, AvalonBay Communities, Inc. merged into Canopy Merger Sub LLC, a subsidiary of Vivmark Residential (formerly Equity Residential), which then merged into ERP Operating Limited Partnership.
• ERP Operating Partnership assumed AvalonBay's $2.5 billion senior unsecured revolving credit facility and $550 million term loan facility, with $1.205 billion and $550 million outstanding, respectively.
• The new revolving credit facility matures April 3, 2030, and the term loan facility matures April 3, 2029.
• The merger was executed pursuant to an Agreement and Plan of Merger dated May 20, 2026.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Shareholders also approved a charter amendment to increase authorized common shares (315,112,364 for) and an adjournment proposal (299,835,540 for).
• The merger of equals, announced May 20, 2026, will create Vivmark Residential; each AvalonBay share converts to 2.793 Equity Residential shares.
• Merger expected to close August 17, 2026, with combined company trading as 'VMRK' on NYSE starting August 18, 2026.
• AvalonBay stockholders also approved the merger with over 99% of votes cast in favor.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On August 4, 2026, ERP Operating Limited Partnership agreed to issue $600 million of 4.950% Notes due October 1, 2031 and $400 million of 5.450% Notes due October 1, 2036 in a public offering.
• The notes will be issued under an indenture dated October 1, 1994, as supplemented by multiple supplemental indentures, with The Bank of New York Mellon Trust Company, N.A. as trustee.
• The filing was made under Item 8.01 (Other Events) to disclose the agreement to issue the notes, and Item 9.01 includes exhibits such as the Terms Agreement, forms of notes, and legal opinion.
• The report was signed on August 5, 2026 by Equity Residential's CFO and General Counsel on behalf of both Equity Residential and ERP Operating Limited Partnership.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The merger is structured as a stock-for-stock transaction where AvalonBay will contribute assets to ERP Operating Partnership, then merge into a subsidiary of Equity Residential.
• Legacy AvalonBay stockholders are expected to own approximately 51% and legacy Equity Residential shareholders approximately 49% of the combined company's common shares.
• For accounting purposes, the merger is treated as a reverse acquisition with AvalonBay as the accounting acquirer and Equity Residential as the acquiree.
• The filing includes pro forma balance sheets as of June 30, 2026 and statements of operations for the year ended December 31, 2025 and six months ended June 30, 2026, plus AvalonBay's audited and unaudited financial statements.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The companies deny the allegations but voluntarily supplement the Definitive Joint Proxy Statement/Prospectus with additional disclosures.
• Supplemental disclosures include details on merger background discussions with an unnamed 'Company A' and financial analyses by Morgan Stanley and Goldman Sachs.
• Morgan Stanley's discounted cash flow analysis implied per-share equity value ranges of $70.57-$92.64 for Equity Residential and $200.76-$269.16 for AvalonBay.
• Goldman Sachs' illustrative standalone DCF analyses implied per-share values of $171.63-$209.67 for AvalonBay and a range for Equity Residential (truncated).

8.01 Other Events

• Same store revenues increased 1.9%, expenses increased 3.0%, and NOI increased 1.4% in Q2 2026 versus Q2 2025.
• The company raised the midpoint of its full-year 2026 same store revenue guidance to 2.1%-2.7% and NOI guidance to 1.5%-2.1%.
• On May 21, 2026, Equity Residential and AvalonBay announced a definitive all-stock merger of equals, with a pro forma equity market cap of ~$53 billion and ~180,000 apartments.
• During Q2 2026, the company sold two properties (515 units) for ~$164.0 million and completed two development projects.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Votes for trustees ranged from 318,084,389 (Mary Kay Haben) to 336,402,370 (Ann C. Hoff), with 15,241,514 broker non-votes.
• Shareholders ratified Ernst & Young LLP as independent auditor for 2026 with 334,272,653 votes for, 19,247,519 against, and 127,215 abstentions.
• Advisory executive compensation proposal passed with 303,275,382 votes for, 34,423,665 against, and 706,826 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of the shareholder meeting.

5.07 Submission of Matters to a Vote of Security Holders