VIVMARK RESIDENTIAL
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
VMRK$66.14+1.0%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-326170
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsAvailable InformationBusiness Objectives and Operating and Investing StrategiesCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453735
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 11 previous paragraphs and 151 current paragraphs.
1 unchanged; 4 reworded; 145 added; 6 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (145)
Current report
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help provide an understanding of our business, financial condition and results of operations. This MD&A should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included elsewhere in this report, as well as the Annual Report on Form 10-K for the year ended December 31, 2025 of AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), and the combined Annual Report on Form 10-K for the year ended December 31, 2025 of Equity Residential, a Maryland real estate investment trust (“Equity Residential”), and ERP Operating Limited Partnership, an Illinois limited partnership (“ERPOP”), each as previously filed with the SEC.
Current report
Executive Overview
Current report
Business Description
Current report
On August 17, 2026 (the "Merger Date"), AvalonBay, Equity Residential, ERPOP, and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, (i) AvalonBay contributed certain assets to ERPOP in exchange for units of partnership interest in ERPOP with an aggregate value equal to the fair market value of the contributed assets (the “Asset Contribution”), and (ii) following the Asset Contribution, AvalonBay merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Equity Residential (the “Merger”). Following the consummation of the Merger, Equity Residential contributed all of the membership interests of Merger Sub to ERPOP, and Merger Sub then merged with and into ERPOP, with ERPOP continuing as the surviving entity. On the Merger Date, Equity Residential was renamed Vivmark Residential ("Vivmark").
Current report
At the effective time of the Merger, each outstanding share of AvalonBay common stock was automatically cancelled and converted into the right to receive 2.793 common shares ("Common Shares") of Vivmark (the “Exchange Ratio”), plus the right, if any, to receive cash in lieu of fractional Common Shares. As a result, former AvalonBay stockholders and Equity Residential shareholders owned approximately 51% and 49% of Vivmark, respectively.
Current report
The Merger was accounted for as a reverse acquisition under ASC 805, Business Combinations, with Equity Residential as the legal acquirer and AvalonBay as the accounting acquirer. AvalonBay was determined to be the accounting acquirer based on the following: (i) former AvalonBay stockholders hold the largest portion of the voting rights in the Company; and (ii) AvalonBay’s senior management, including its Chief Executive Officer and President, comprise the majority of the executive management team of the Company. Accordingly, the Company’s historical financial statements for periods before the Merger Date are those of AvalonBay, and share and per share amounts for those periods have been retroactively adjusted to reflect the Exchange Ratio. AvalonBay’s assets and liabilities continue to be reported at their historical carrying amounts, and Equity Residential’s identifiable assets acquired and liabilities assumed were recognized at their fair values as of the Merger Date. The Company’s results include Equity Residential’s operations from the Merger Date. See Note 3, "Business Combination," of the Consolidated Financial Statements for further discussion of the Merger.
Current report
Vivmark develops, redevelops, acquires, owns and operates multifamily communities in premier U.S. markets and has elected to be taxed as a real estate investment trust (“REIT”).
Current report
Third Quarter 2026 Operating Highlights
Current report
Net loss attributable to Common Shares for the three months ended September 30, 2026 was $735.5 million compared to net income attributable to Common Shares of $381.3 million for the prior year period, a decrease of $1.1 billion. The decrease was primarily attributable to an increase in depreciation expense driven by real estate assets acquired in the Merger, specifically in-place lease intangible assets, and transaction costs associated with the Merger.
Current report
Same Store NOI attributable to our apartment rental operations, including parking and other ancillary residential ("Residential") revenue, for the three months ended September 30, 2026 was $471.6 million, an increase of $4.2 million, or 0.9%, over the prior year period. The increase was primarily attributable to an increase in Residential revenue of $21.5 million, or 3.1%, partially offset by an increase in Residential property operating expenses of $17.3 million, or 7.6%.
Current report
Other Stabilized Residential NOI for the three months ended September 30, 2026 was $288.9 million, an increase of $273.5 million over the prior year period due to the real estate assets acquired in the Merger.
Current report
Development and Redevelopment Residential NOI for the three months ended September 30, 2026 was $19.3 million, an increase of $13.8 million over the prior year period due to recently completed Development projects that had not reached stabilized occupancy.
Current report
Third Quarter 2026 Development Highlights
Current report
At September 30, 2026, we owned or held a direct or indirect interest in:
Current report
28 wholly owned communities under construction, which are expected to contain 9,104 apartment homes with a projected total capitalized cost of $3.5 billion.
Current report
Land or rights to land on which we expect to develop an additional 32 apartment communities that, if developed as expected, will contain 10,273 apartment homes.
Current report
Third Quarter 2026 Real Estate Transaction Highlights
Current report
During the three months ended September 30, 2026 we sold two wholly owned communities containing 467 apartment homes for $208.1 million.
Current report
Communities Overview
Current report
Our real estate investments consist primarily of current apartment operating communities ("Current Communities"), consolidated and unconsolidated communities in various stages of development ("Development" communities and "Unconsolidated Development" communities) and Development Rights (as defined below). Our Current Communities are further classified as Same Store communities, Other Stabilized communities, Redevelopment communities and Unconsolidated communities. Our Current Communities and Development communities include communities that we wholly own as well as communities that we partially own through consolidated or unconsolidated joint ventures. While we generally establish the classification of communities on an annual basis, we update the classification of communities during the calendar year to the extent that our plans with regard to the disposition or redevelopment of a community change, or if something occurs that materially impacts the operations of a community such as a casualty loss. The following is a description of each category:
Current report
Current Communities are categorized as Same Store, Other Stabilized, Redevelopment, or Unconsolidated according to the following attributes:
Current report
Same Store is composed of consolidated communities where a comparison of operating results from the prior year to the current year is meaningful as these communities were owned and had stabilized occupancy as of the beginning of the respective prior year period. For the nine month periods ended September 30, 2026 and 2025, Same Store communities are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2025, are not conducting or expected to conduct substantial redevelopment activities and are not held for sale as of September 30, 2026 or probable for disposition to unrelated third parties within the current year. As Equity Residential communities were acquired in connection with the Merger on August 17, 2026, they are not classified as Same Store communities. The Equity Residential communities with stabilized occupancy are classified as Other Stabilized communities and will not be eligible to enter the Company's Same Store portfolio until January 1, 2028. A community is considered to have stabilized occupancy at the earlier of (i) attainment of 90% physical occupancy or (ii) the one year anniversary of completion of development or redevelopment.
Current report
Other Stabilized is composed of completed consolidated communities that we wholly or partially own and that are not Same Store but which have stabilized occupancy, as defined above, as of January 1, 2026, or which were acquired subsequent to January 1, 2025. Other Stabilized includes all stabilized consolidated communities acquired in the Merger. Other Stabilized excludes communities that are conducting, or are probable to conduct substantial redevelopment activities within the current year, as defined below.
Current report
Redevelopment is composed of consolidated communities where substantial redevelopment occurred, is in progress, or is probable to begin during the fiscal year. Redevelopment is considered substantial when (i) capital invested is expected to exceed the lesser of $5,000,000 or 10% of the community's pre-redevelopment basis and (ii) physical occupancy is below or is expected to be below 90% during, or as a result of, the redevelopment activity.
Current report
Unconsolidated is composed of communities that we have an indirect ownership interest in through our investment interest in an unconsolidated joint venture.
Current report
Development is composed of consolidated projects that are either currently under construction, were under construction and were completed during the current year or where construction has been complete for less than one year and that do not have stabilized occupancy. These projects may be partially or fully complete and operating.
Current report
Unconsolidated Development is composed of projects that are either currently under construction, or were under construction and were completed during the current year, in which we have an indirect ownership interest through an unconsolidated joint venture. These projects may be partially or fully complete and operating.
Current report
Development Rights are development opportunities in the early phase of the development process where we either have an option to acquire land or enter into a leasehold interest, where we are the buyer under a long-term conditional contract to purchase land, where we control the land through a ground lease or own land to develop a new community, or where we are the designated developer in a public-private partnership. We capitalize related pre-development costs incurred in pursuit of new developments for which we currently believe future development is probable.
Current report
As of September 30, 2026, communities that we owned or held a direct or indirect interest in were classified as follows:
Current report
Other Stabilized includes all stabilized consolidated communities acquired in the Merger (the “Equity Residential Communities”), including communities that are partially owned through consolidated joint ventures. Equity Residential Communities held through unconsolidated joint ventures are included in Unconsolidated.
Current report
Results of Operations
Current report
Our results of operations are driven by our operating platform and are primarily affected by both overall and individual geographic market conditions and apartment fundamentals. A comparison of our operating results for the three and nine months ended September 30, 2026 and 2025 is as follows (amounts in thousands):
Current report
Rental income increased $428.6 million, or 56.0%, and $470.3 million, or 20.7%, for the three and nine months ended September 30, 2026, respectively, as compared to the prior year periods, primarily due to rental revenue from the Equity Residential Communities acquired in the Merger and an increase in rental revenue from our stabilized operating communities. For the Company's same store portfolio, average rental revenue per home increased 2.1% to $3,119 for the nine months ended September 30, 2026.
Current report
Our primary financial measure for evaluating each of our apartment communities is net operating income (“NOI”). NOI represents rental income less direct property operating expenses (including property taxes). Management considers NOI to be an important and appropriate supplemental performance measure to net income because it helps both investors and management to understand the core operations of a community or communities prior to the allocation of any corporate-level property management overhead or financing-related costs. Residential NOI represents results attributable to our apartment rental operations, including parking and other ancillary residential revenue.
Current report
NOI does not represent cash generated from operating activities in accordance with GAAP, and NOI should not be considered an alternative to net income as an indication of our performance. NOI should also not be considered an alternative to net cash flows from operating activities, as determined by GAAP, as a measure of liquidity, nor is NOI indicative of cash available to fund cash needs.
Current report
The following table presents reconciliations of net income (loss) per the Consolidated Statements of Operations to NOI (amounts in thousands):
Current report
Represents results attributable to the retail and other non-residential operations at our communities.
Current report
The following table presents Residential revenue, Residential operating expenses and Residential NOI for our Same Store, Other Stabilized and Development/Redevelopment communities for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands):
Current report
Does not include Residential NOI from real estate assets sold or held for sale. Residential NOI related to these assets is $5,423 and $15,009 for the three months ended September 30, 2026 and 2025, respectively, and $20,954 and $58,166 for the nine months ended September 30, 2026 and 2025, respectively.
Showing the first 40 of 145 passages. Open the source sections for the rest.
Removed paragraphs (6)
Previous report
For further information including definitions for capitalized terms not defined herein, refer to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025.
Previous report
Overview
Previous report
You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments to any of those reports/statements we file with or furnish to the Securities and Exchange Commission (“SEC”) free of charge on our website, www.equityapartments.com. These reports/statements are made available on our website as soon as reasonably practicable after we file them with or furnish them to the SEC. The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.
Previous report
The Company’s and the Operating Partnership’s overall business objectives and operating and investing strategies have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025, except as it relates to the potential Merger transaction with AvalonBay as discussed further below.
Previous report
Pending Merger
Previous report
On May 20, 2026, EQR, ERPOP, AvalonBay and Merger Sub entered into the Merger Agreement, which provides for the combination of EQR and AvalonBay in a merger of equals transaction. Each of the Board of Trustees of EQR and the Board of Directors of AvalonBay has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Under the terms of the Merger Agreement, at the Effective Time, stockholders of AvalonBay will receive 2.793 Common Shares for each share of AvalonBay Common Stock if the Merger is completed. The Merger, which is currently expected to be completed in the second half of 2026, is subject to the approval of the issuance of shares of the Company in connection with the Merger by the Company’s shareholders, the approval of the Merger by the AvalonBay stockholders and other customary closing conditions. See Note 11 in the Notes to Consolidated Financial Statements for additional discussion regarding the structural, accounting and conditional commitments associated with the pending Merger.
Reworded paragraphs (4)
Previous wording
Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, with respect to our ability to realize the anticipated benefits of our pending Merger with AvalonBay or to complete the pending Merger on the terms or timing contemplated or at all. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Additional factors that might cause such differences are discussed in Part I of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025, particularly those under Item 1A, Risk Factors. Additional factors are also included in Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q. Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof, and the Company undertakes no obligation to update or supplement these forward-looking statements.
Current wording
Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “should,” “could” and similar expressions identify forward-looking statements. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, with respect to our ability to realize the anticipated benefits of the Merger. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Additional factors that might cause such differences are discussed in Part I of AvalonBay’s Annual Report on Form 10-K for the year ended December 31, 2025 and of Equity Residential’s and ERPOP’s combined Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Item 1A, Risk Factors, in each report. Additional factors are also included in Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q. Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof, and the Company undertakes no obligation to update or supplement these forward-looking statements.
Previous wording
Equity Residential (“EQR”) is committed to creating communities where people thrive. The Company, a member of the S&P 500, owns and manages rental properties in dynamic metro areas across the U.S. ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR. EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.
Current wording
References to the “Company,” “we,” “us” or “our” mean collectively Vivmark, ERPOP and the entities and subsidiaries owned or controlled by Vivmark and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and the entities and subsidiaries owned or controlled by ERPOP.
Previous wording
EQR is the general partner of, and as of June 30, 2026 owned an approximate 97.6% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.
Current wording
Vivmark is the sole general partner of ERPOP (“General Partner”) and, as of September 30, 2026, owned an approximate 98.7% ownership interest in ERPOP. References to "General Partner Capital" and "General Partner Units" represent Vivmark's ownership interest in ERPOP. Approximately 1.3% is owned by ERPOP's limited partners ("Limited Partners"). References to "Limited Partner Capital" and "Limited Partner Units" represent Limited Partners' interests in ERPOP. The Company conducts all of its community ownership, operations, development, redevelopment and any other activity through the Operating Partnership, which holds all of the assets of the Company, including the Company’s ownership interests in its joint ventures. Vivmark has no assets or liabilities other than its investment in ERPOP. Vivmark is obligated to contribute the net proceeds of its equity offerings to ERPOP. In exchange, it receives one unit of partnership interest in ERPOP (“OP Unit”) for each Common Share of Vivmark, or, for any preferred share offerings, preference units with economic terms substantially the same as the related preferred shares. Vivmark does not have any indebtedness as all debt is incurred by the Operating Partnership. ERPOP is structured as a partnership with no publicly traded equity.
Previous wording
The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in most of its markets.
Current wording
The Company’s dual corporate headquarters are located in Chicago, Illinois and Arlington, Virginia. The Company also operates regional property management offices in most of its markets.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Vivmark issues equity and may guarantee certain debt of the Operating Partnership from time to time. Vivmark does not have any indebtedness as all debt is incurred by the Operating Partnership.