EQR Filing
8-KFiling Date: Jul 31, 2026
EQUITY RESIDENTIAL (EQR) · Material Event (8-K) SEC Filing
Other Events, Financial Statements
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EX-99.1
EX-99.1
Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS IntroductionOn May 20, 2026, AvalonBay Communities, Inc., a Maryland corporation ( AvalonBay ), Equity Residential, a Maryland real estate investment trust ( Equity Residential ), ERP Operating Limited Partnership, an Illinois limited partnership ( ERP Operating Partnership ) and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential ( Merger Sub ) entered into an Agreement and Plan of Merger (the Merger Agreement ) to combine through a stock-for-stock merger (the Merger ) and form the combined company (the Combined Company ). Upon the terms and subject to the conditions of the Merger Agreement, (i) on the closing date but prior to the effective time, AvalonBay will contribute certain assets in exchange for partnership interests in ERP Operating Partnership ( ERP Operating Partnership Units ) that have, in the aggregate, a value equal to the fair market value of such contributed assets and (ii) following the asset contribution and at the effective time, AvalonBay will merge with and into Merger Sub, with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Equity Residential. Immediately following the closing of the Merger, Merger Sub will merge with and into ERP Operating Partnership, with ERP Operating Partnership remaining as the surviving entity. Equity Residential is the general partner of, and as of June 30, 2026, owned an approximate 97.6% ownership interest in ERP Operating Partnership. ERP Operating Partnership Units can be exchanged on a one-for-one basis with common shares of beneficial interest, par value $0.01 per share, of Equity Residential ( Equity Residential Common Shares ). References to the Parent Company mean collectively Equity Residential and ERP Operating Partnership. The Parent Company refers to Common Shares and Units as equity securities for Equity Residential and General Partner Units and Limited Partner Units as equity securities for ERP Operating Partnership. The Merger Agreement provides that each outstanding share of common stock of AvalonBay, par value $0.01 per share ( AvalonBay Common Stock ) (other than shares of AvalonBay Common Stock held in treasury or held or owned by AvalonBay, Equity Residential or Merger Sub (collectively, the ( Cancelled Shares )) issued and outstanding immediately prior to the Merger will be converted at the effective time into the right to receive 2.793 Equity Residential Common Shares and cash in lieu of fractional shares, if any (the Exchange Ratio ). This Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to the consummation of the Merger. Accordingly, the value of the consideration to be received in exchange for each share of AvalonBay Common Stock will fluctuate with the market value of Equity Residential Common Shares until the Merger is completed. Equity Residential and AvalonBay expect to complete the Merger in the second half of 2026, although Equity Residential and AvalonBay cannot assure completion by any particular date, if at all. Immediately following the completion of the Merger, legacy AvalonBay stockholders are expected to own approximately 51% and legacy Equity Residential shareholders approximately 49% of the Combined Company. After consideration of all applicable factors pursuant to the business combination accounting rules, the Merger results in a reverse acquisition in which Parent Company is considered the “legal acquirer” because Equity Residential issues Equity Residential Common Shares to AvalonBay stockholders, while AvalonBay is the “accounting acquirer” based on the following indicators: (i) legacy AvalonBay stockholders will hold the largest portion of the ownership percentage in the Combined Company; and (ii) AvalonBay’s senior management, including its Chief Executive Officer and President, will comprise the majority of the executive management team of the Combined Company. Although Equity Residential is issuing Equity Residential Common Shares to AvalonBay stockholders for legal purposes, AvalonBay is treated as the buyer for accounting purposes with Parent Company treated as the acquiree. Accordingly, the following Unaudited Pro Forma Condensed Consolidated Financial Statements present AvalonBay’s historical balances and results, with Parent Company’s assets and liabilities recorded at estimated fair value. On May 20, 2026, in connection with the Merger, ERP Operating Partnership entered into a commitment letter (the Commitment Letter ) with Morgan Stanley Senior Funding, Inc. ( MSSF ), Wells Fargo Securities, LLC and Wells Fargo Bank, National Association ( Wells Fargo Bank ), pursuant to which MSSF (and its designated affiliates) and Wells Fargo Bank committed to provide ERP Operating Partnership with, subject to the terms and conditions of the Commitment Letter, up to $2.0 billion of senior unsecured bridge loans (the Bridge Facility ). The proceeds of the Bridge Facility, together with cash on hand and proceeds of commercial paper issuances, are expected to be available to fund any repayment or refinancing of ERP Operating Partnership’s existing indebtedness and AvalonBay’s existing indebtedness and to pay fees and expenses related to the Merger, subject to the satisfaction of customary conditions set forth in the Commitment Letter. The Bridge Facility is expected to initially bear interest on amounts drawn at a rate of SOFR + 0.725% per annum (subject to change based on credit ratings and the time the Bridge Facility remains outstanding) plus additional fees, and will mature 364 days following the closing of the Merger. The timing and amounts of borrowings under the Bridge Facility, if any, have not yet been determined. Therefore, the pro forma financial information does not give effect to the Bridge Facility. However, the pro forma financial information gives effect to the expected issuance of commercial paper to finance estimated transaction costs that will be incurred for the Merger.
Pro Forma InformationThe accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheets as of June 30, 2026 have been prepared as if the Merger had occurred as of that date. The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2025 and for the six months ended June 30, 2026 have been prepared as if the Merger had occurred on January 1, 2025. This report combines the Unaudited Pro Forma Condensed Consolidated Financial Statements of Equity Residential and ERP Operating Partnership as Parent Company believes that combining them into this single report provides the following benefits:•enhances investors' understanding of the Parent Company by enabling investors to view the business as a whole in the same manner as management views and operates the business;•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both Equity Residential and ERP Operating Partnership; and•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. Pro forma adjustments, and the assumptions on which they are based, are described in the accompanying “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.” The pro forma adjustments and the preliminary fair value measurements as presented are based on estimates and certain information that is currently available. The total deemed consideration (calculated based on the fair value of shares of AvalonBay Common Stock as if AvalonBay had issued AvalonBay Common Stock to effect the Merger) and the assignment of fair values to Parent Company’s identifiable assets acquired and liabilities assumed are preliminary and based upon currently available information and certain assumptions, are subject to change and could vary materially from the actual amounts at the time the Merger is completed. The fair value allocation will be finalized subsequent to the Merger being consummated. The pro forma information has been prepared in accordance with Article 11 of Regulation S-X as promulgated by the Securities and Exchange Commission ( SEC ), as amended by the SEC’s final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” All significant adjustments necessary to reflect the effects of the Merger are based on reasonable estimates using the information currently available. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the combined operating results or financial position that would have occurred if such transactions had been consummated on the dates and in accordance with the assumptions described herein, nor is it necessarily indicative of future operating results or financial position of the Combined Company. The Unaudited Pro Forma Condensed Consolidated Financial Statements, although helpful in illustrating the financial position and results of operations of the Combined Company under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue and any costs necessary to earn additional revenue, or other factors that may result as a consequence of the Merger and do not attempt to predict or suggest future results. You are urged to read the pro forma information below together with the historical audited and unaudited consolidated financial statements of each of AvalonBay and Parent Company and the related notes thereto.
AVALONBAY AND EQUITY RESIDENTIALUNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETJune 30, 2026(Amounts in thousands)
AvalonBayHistorical
EquityResidentialHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
ASSETS
Real estate, net
$
20,974,899
$
18,986,902
$
14,969,138
(C)
$
—
$
54,930,939
Unconsolidated investments
199,046
323,342
32,260
(D)
—
554,648
Cash and cash equivalents
80,682
36,405
—
(50,470
)
(E)
66,617
Restricted cash
165,436
106,975
—
—
272,411
Right-of-use lease assets
144,141
450,474
(3,504
)
(F)
—
591,111
Other assets
736,147
371,479
(43,624
)
(G)
—
1,064,002
Total assets
$
22,300,351
$
20,275,577
$
14,954,270
$
(50,470
)
$
57,479,728
LIABILITIES AND EQUITY
Liabilities:
Unsecured debt, net
$
7,408,395
$
6,002,002
$
(314,148
)
(H)
$
—
$
13,096,249
Variable rate unsecured credit facility and commercial paper, net
915,786
667,846
(66
)
(H)
689,530
(H)
2,273,096
Mortgage notes payable, net
700,599
1,591,821
(56,299
)
(H)
—
2,236,121
Dividends payable
256,954
269,489
—
—
526,443
Accrued expenses and other liabilities
627,515
554,009
—
—
1,181,524
Lease liabilities
162,444
303,831
(53,860
)
(F)
—
412,415
Total liabilities
10,071,693
9,388,998
(424,373
)
689,530
19,725,848
Redeemable Noncontrolling Interests – ERP Operating Partnership
—
189,941
—
(M)
—
189,941
Equity:
Shareholders' equity:
Preferred shares
—
17,155
—
—
17,155
Common shares
1,419
3,749
(3,749
)
(I)
6,287
(I)
7,706
Additional paid-in-capital
11,739,908
9,840,190
15,663,270
(I)
(6,287
)
(I)
37,237,081
Accumulated other comprehensive income
38,896
2,748
(2,748
)
(J)
—
38,896
Retained earnings
242,188
651,138
(651,138
)
(K)
(740,000
)
(K)
(497,812
)
Total shareholders’ equity
12,022,411
10,514,980
15,005,635
(740,000
)
36,803,026
Noncontrolling Interests:
DownREIT Units and Partially Owned Properties
206,247
(1,158
)
116,965
(L)
—
322,054
ERP Operating Partnership
—
182,816
256,043
(M)
—
438,859
Total Noncontrolling Interests
206,247
181,658
373,008
—
760,913
Total equity
12,228,658
10,696,638
15,378,643
(740,000
)
37,563,939
Total liabilities and equity
$
22,300,351
$
20,275,577
$
14,954,270
$
(50,470
)
$
57,479,728
AVALONBAY AND EQUITY RESIDENTIALUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSSix months ended June 30, 2026(in thousands, except per share data)
AvalonBayHistorical
EquityResidentialHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
REVENUES
Total revenue
$
1,548,047
$
1,565,326
$
—
(N)
$
—
$
3,113,373
EXPENSES
Operating expenses, excluding property taxes
394,188
402,698
—
—
796,886
Property taxes
180,223
205,324
—
—
385,547
Expensed transaction, development and other costs
28,011
1,610
—
—
29,621
Interest expense, net
141,559
161,883
19,635
(P)
15,289
(P)
338,366
Depreciation expense
466,079
493,875
150,529
(Q)
—
1,110,483
General and administrative expenses
49,214
78,045
—
—
127,259
Total expenses
1,259,274
1,343,435
170,164
15,289
2,788,162
Income (loss) from investments in unconsolidated entities
1,120
5,997
—
—
7,117
Structured Investment Program interest income
15,185
—
—
—
15,185
Gain (loss) on sale of real estate and other income
179,881
(16,214
)
—
—
163,667
Income before income taxes
484,959
211,674
(170,164
)
(15,289
)
511,180
Income tax benefit (expense)
224
(833
)
—
—
(609
)
Income from continuing operations
485,183
210,841
(170,164
)
(15,289
)
510,571
Net income
485,183
210,841
(170,164
)
(15,289
)
510,571
Net (income) loss attributable to Noncontrolling Interests:
DownREIT Units and Partially Owned Properties
(3,733
)
(2,173
)
1,054
(R)
—
(4,852
)
ERP Operating Partnership
—
(4,454
)
(1,203
)
(S)
164
(S)
(5,493
)
Preferred distributions
—
(711
)
—
—
(711
)
Net income attributable to common shareholders
$
481,450
$
203,503
$
(170,313
)
$
(15,125
)
$
499,515
Earnings per share – basic:
$
3.43
$
0.54
$
0.65
(T)
Earnings per share – diluted:
$
3.43
$
0.54
$
0.65
(T)
AVALONBAY AND EQUITY RESIDENTIALUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSYear ended December 31, 2025(in thousands, except per share data)
AvalonBayHistorical
EquityResidentialHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
REVENUES
Total revenue
$
3,040,725
$
3,095,208
$
—
(N)
$
—
$
6,135,933
EXPENSES
Operating expenses, excluding property taxes
778,171
748,036
—
—
1,526,207
Property taxes
342,743
401,457
—
—
744,200
Expensed transaction, development and other costs
12,122
7,734
—
740,000
(O)
759,856
Interest expense, net
259,181
309,626
38,663
(P)
35,181
(P)
642,651
Depreciation expense
913,376
1,010,400
909,766
(Q)
—
2,833,542
General and administrative expenses
86,679
114,029
—
—
200,708
Total expenses
2,392,272
2,591,282
948,429
775,181
6,707,164
Income (loss) from investments in unconsolidated entities
39,691
6,433
—
—
46,124
Structured Investment Program interest income
27,476
—
—
—
27,476
Gain (loss) on sale of real estate and other income
339,844
643,175
—
—
983,019
Income before income taxes
1,055,464
1,153,534
(948,429
)
(775,181
)
485,388
Income tax benefit (expense)
1,135
(1,585
)
—
—
(450
)
Income from continuing operations
1,056,599
1,151,949
(948,429
)
(775,181
)
484,938
Net income
1,056,599
1,151,949
(948,429
)
(775,181
)
484,938
Net (income) loss attributable to Noncontrolling Interests:
DownREIT Units and Partially Owned Properties
(5,298
)
(4,455
)
2,433
(R)
—
(7,320
)
ERP Operating Partnership
—
(27,405
)
13,901
(S)
8,307
(S)
(5,197
)
Preferred distributions
—
(1,422
)
—
—
(1,422
)
Net income attributable to common shareholders
$
1,051,301
$
1,118,667
$
(932,095
)
$
(766,874
)
$
470,999
Earnings per share – basic:
$
7.40
$
2.95
$
0.61
(T)
Earnings per share – diluted:
$
7.40
$
2.94
$
0.60
(T)
AVALONBAY AND ERP OPERATING PARTNERSHIPUNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETJune 30, 2026(Amounts in thousands)
AvalonBayHistorical (B)
ERP Operating PartnershipHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
ASSETS
Real estate, net
$
20,974,899
$
18,986,902
$
14,969,138
(C)
$
—
$
54,930,939
Unconsolidated investments
199,046
323,342
32,260
(D)
—
554,648
Cash and cash equivalents
80,682
36,405
—
(50,470
)
(E)
66,617
Restricted cash
165,436
106,975
—
—
272,411
Right-of-use lease assets
144,141
450,474
(3,504
)
(F)
—
591,111
Other assets
736,147
371,479
(43,624
)
(G)
—
1,064,002
Total assets
$
22,300,351
$
20,275,577
$
14,954,270
$
(50,470
)
$
57,479,728
LIABILITIES AND EQUITY
Liabilities:
Unsecured debt, net
$
7,408,395
$
6,002,002
$
(314,148
)
(H)
$
—
$
13,096,249
Variable rate unsecured credit facility and commercial paper, net
915,786
667,846
(66
)
(H)
689,530
(H)
2,273,096
Mortgage notes payable, net
700,599
1,591,821
(56,299
)
(H)
—
2,236,121
Dividends payable
256,954
269,489
—
—
526,443
Accrued expenses and other liabilities
627,515
554,009
—
—
1,181,524
Lease liabilities
162,444
303,831
(53,860
)
(F)
—
412,415
Total liabilities
10,071,693
9,388,998
(424,373
)
689,530
19,725,848
Redeemable Limited Partners
—
189,941
—
(M)
—
189,941
Capital:
Partners' capital:
Preference Units
—
17,155
—
—
17,155
General Partner
11,983,515
10,495,077
15,008,383
(I)(K)
(740,000
)
(I)(K)
36,746,975
Limited Partners
—
182,816
256,043
(M)
—
438,859
Accumulated other comprehensive income
38,896
2,748
(2,748
)
(J)
—
38,896
Total partners' capital
12,022,411
10,697,796
15,261,678
(740,000
)
37,241,885
Noncontrolling Interests:
DownREIT Units and Partially Owned Properties
206,247
(1,158
)
116,965
(L)
—
322,054
Total Noncontrolling Interests
206,247
(1,158
)
116,965
—
322,054
Total capital
12,228,658
10,696,638
15,378,643
(740,000
)
37,563,939
Total liabilities and capital
$
22,300,351
$
20,275,577
$
14,954,270
$
(50,470
)
$
57,479,728
AVALONBAY AND ERP OPERATING PARTNERSHIPUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSSix months ended June 30, 2026(in thousands, except per Unit data)
AvalonBayHistorical (B)
ERP Operating PartnershipHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
REVENUES
Total revenue
$
1,548,047
$
1,565,326
$
—
(N)
$
—
$
3,113,373
EXPENSES
Operating expenses, excluding property taxes
394,188
402,698
—
—
796,886
Property taxes
180,223
205,324
—
—
385,547
Expensed transaction, development and other costs
28,011
1,610
—
—
29,621
Interest expense, net
141,559
161,883
19,635
(P)
15,289
(P)
338,366
Depreciation expense
466,079
493,875
150,529
(Q)
—
1,110,483
General and administrative expenses
49,214
78,045
—
—
127,259
Total expenses
1,259,274
1,343,435
170,164
15,289
2,788,162
Income (loss) from investments in unconsolidated entities
1,120
5,997
—
—
7,117
Structured Investment Program interest income
15,185
—
—
—
15,185
Gain (loss) on sale of real estate and other income
179,881
(16,214
)
—
—
163,667
Income before income taxes
484,959
211,674
(170,164
)
(15,289
)
511,180
Income tax benefit (expense)
224
(833
)
—
—
(609
)
Income from continuing operations
485,183
210,841
(170,164
)
(15,289
)
510,571
Net income
485,183
210,841
(170,164
)
(15,289
)
510,571
DownREIT Units and Partially Owned Properties
(3,733
)
(2,173
)
1,054
(R)
—
(4,852
)
Net income attributable to controlling interests
$
481,450
$
208,668
$
(169,110
)
$
(15,289
)
$
505,719
ALLOCATION OF NET INCOME:
Preference Units
$
—
$
711
$
—
$
—
$
711
General Partner
$
481,450
$
203,503
$
(170,313
)
$
(15,125
)
$
499,515
Limited Partners
—
4,454
1,203
(S)
(164
)
(S)
5,493
Net income available to Units
$
481,450
$
207,957
$
(169,110
)
$
(15,289
)
$
505,008
Earnings per Unit – basic:
$
3.43
$
0.54
$
0.65
(U)
Earnings per Unit – diluted:
$
3.43
$
0.54
$
0.65
(U)
AVALONBAY AND ERP OPERATING PARTNERSHIPUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSYear ended December 31, 2025(in thousands, except per Unit data)
AvalonBayHistorical (B)
ERP Operating PartnershipHistorical (A)
Pro FormaMergerAdjustments
OtherPro FormaAdjustments
CombinedCompanyPro Forma
REVENUES
Total revenue
$
3,040,725
$
3,095,208
$
—
(N)
$
—
$
6,135,933
EXPENSES
Operating expenses, excluding property taxes
778,171
748,036
—
—
1,526,207
Property taxes
342,743
401,457
—
—
744,200
Expensed transaction, development and other costs
12,122
7,734
—
740,000
(O)
759,856
Interest expense, net
259,181
309,626
38,663
(P)
35,181
(P)
642,651
Depreciation expense
913,376
1,010,400
909,766
(Q)
—
2,833,542
General and administrative expenses
86,679
114,029
—
—
200,708
Total expenses
2,392,272
2,591,282
948,429
775,181
6,707,164
Income (loss) from investments in unconsolidated entities
39,691
6,433
—
—
46,124
Structured Investment Program interest income
27,476
—
—
—
27,476
Gain (loss) on sale of real estate and other income
339,844
643,175
—
—
983,019
Income before income taxes
1,055,464
1,153,534
(948,429
)
(775,181
)
485,388
Income tax benefit (expense)
1,135
(1,585
)
—
—
(450
)
Income from continuing operations
1,056,599
1,151,949
(948,429
)
(775,181
)
484,938
Net income
1,056,599
1,151,949
(948,429
)
(775,181
)
484,938
DownREIT Units and Partially Owned Properties
(5,298
)
(4,455
)
2,433
(R)
—
(7,320
)
Net income attributable to controlling interests
$
1,051,301
$
1,147,494
$
(945,996
)
$
(775,181
)
$
477,618
ALLOCATION OF NET INCOME:
Preference Units
$
—
$
1,422
$
—
$
—
$
1,422
General Partner
$
1,051,301
$
1,118,667
$
(932,095
)
$
(766,874
)
$
470,999
Limited Partners
—
27,405
(13,901
)
(S)
(8,307
)
(S)
5,197
Net income available to Units
$
1,051,301
$
1,146,072
$
(945,996
)
$
(775,181
)
$
476,196
Earnings per Unit – basic:
$
7.40
$
2.95
$
0.61
(U)
Earnings per Unit – diluted:
$
7.40
$
2.94
$
0.60
(U)
NOTES TO UNAUDITED PRO FORMACONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1: Basis of Pro Forma PresentationFor purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements, which we refer to as the unaudited pro forma financial statements, we have assumed a total preliminary purchase price for the Merger of approximately $25.5 billion, which for accounting purposes as a reverse acquisition, consists of shares of AvalonBay Common Stock issued. The pro forma adjustments that give effect to the Merger assume the acquisition of Parent Company is a business combination, with AvalonBay considered the accounting acquirer of Parent Company. Accordingly, the purchase price is allocated to the underlying Parent Company tangible and intangible assets acquired and liabilities assumed based on their respective fair values. We expect that the Merger will create operational and general and administrative cost savings, including property management costs, investment management costs, and costs associated with corporate administration and infrastructure, including duplicative public company costs. There can be no assurance that we will be successful in achieving these anticipated cost savings. Therefore, the unaudited pro forma financial statements included herein do not give effect to any synergies or dis-synergies, potential cost reductions or other operating efficiencies expected to result from the Merger based on management’s plans or intent after the Merger. To the extent identified, certain reclassifications have been reflected in the unaudited pro forma financial statements to conform Parent Company’s financial statement presentation to that of AvalonBay as the accounting acquirer. However, consistent with the requirements of reverse acquisition accounting, the equity structure presented reflects that of the legal acquirer. Accordingly, because AvalonBay does not have a limited partnership capital structure, certain reclassifications have been reflected in the unaudited pro forma financial statements to conform the capital portion of AvalonBay's financial statement presentation to that of ERP Operating Partnership. The unaudited pro forma financial statements may not reflect all the adjustments necessary to conform Parent Company’s accounting policies to those of AvalonBay due to limitations on the availability of information as of the date of this report. (A)The Parent Company historical amounts include reclassification of certain Parent Company balances to conform to the AvalonBay presentation as described below: Balance Sheet: •Parent Company’s presentation included separate line items for Accounts payable and accrued expenses and Other liabilities. These balances have been reclassified to Accrued expenses and other liabilities to conform to AvalonBay’s presentation. Statement of Operations: •Parent Company’s presentation included asset management income and other income as a component of Interest and other income. These balances have been reclassified to Total revenue.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Rental income (historical)
$
1,564,895
$
3,093,959
Add: Portion of Interest and other income
431
1,249
Total Revenue, as presented
$
1,565,326
$
3,095,208
•Parent Company’s Property and maintenance and Property management line items have been reclassified to Operating expenses, excluding property taxes. Further, insurance from Parent Company’s Property taxes and insurance and a portion of Parent Company’s Other expenses line item primarily related to advocacy costs have been reclassified to Operating expenses, excluding property taxes.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Property and maintenance (historical)
$
292,410
$
564,704
Property management (historical)
73,290
133,369
Add: Insurance from Real estate taxes and insurance
33,959
48,997
Add: Portion of Other expenses
3,039
966
Operating expenses, excluding property taxes, as presented
$
402,698
$
748,036
•Parent Company’s presentation included Real estate taxes and insurance within one line item. Insurance costs have been reclassified to Operating expenses, excluding property taxes.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Real estate taxes and insurance
$
239,283
$
450,454
Less: Insurance
(33,959
)
(48,997
)
Property taxes, as presented
$
205,324
$
401,457
•Parent Company’s presentation included transaction and pursuit costs of $1.6 million and $7.7 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, as part of the Other expenses line item. Transaction and pursuit costs have been reclassified to Expensed transaction, development and other costs.•Parent Company’s presentation separately disclosed interest income within Interest and other income and non-debt-related interest expense and bank fees within Other expenses. AvalonBay’s presentation discloses Interest expense, net which includes all interest expense and bank fees, and is net of interest income. Parent Company’s interest income, non-debt-related interest expense and bank fees were reclassified to Interest expense, net.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Interest expense incurred, net (historical)
$
159,832
$
306,798
Amortization of deferred financing costs (historical)
4,290
8,768
Less: Portion of Interest and other income
(3,843
)
(8,976
)
Add: Portion of Other expenses
1,604
3,036
Interest expense, net, as presented
$
161,883
$
309,626
•Parent Company’s presentation of Other expenses included various litigation and other settlement costs that AvalonBay classifies as part of General and administrative expenses.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
General and administrative (historical)
$
33,505
$
65,280
Add: Portion of Other expenses
44,540
48,749
General and administrative, as presented
$
78,045
$
114,029
•Parent Company’s presentation includes realized and unrealized gains and losses on investment securities as part of Interest and other income. These amounts were reclassified to Income from unconsolidated investments.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Income (loss) from investments in unconsolidated entities (historical)
$
(4,360
)
$
(18,915
)
Add: Portion of Interest and other income
10,357
25,348
Income from unconsolidated investments, as presented
$
5,997
$
6,433
•Parent Company’s presentation separately disclosed Net gain (loss) on sale of real estate properties and Net gain (loss) on sale of land parcels. These amounts were reclassified to Gain (loss) on sale of real estate and other income along with a portion of Interest and other income related to miscellaneous one-time tax credits.
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Net gain (loss) on sales of real estate properties (historical)
$
(16,776
)
$
626,388
Net gain (loss) on sales of land parcels (historical)
—
(80
)
Add: Portion of Interest and other income
562
16,867
Gain (loss) on sale of real estate and other income
$
(16,214
)
$
643,175
(B)The AvalonBay historical presentation includes reclassification of certain AvalonBay financial statement line items to conform to the presentation of a limited partnership as described below:
Balance Sheet: •AvalonBay's presentation of Equity - Common shares, Equity - Additional paid-in capital, and Equity - Retained earnings have been reclassified in total as Partners' Capital - General Partner.
As of June 30, 2026
Equity - Common shares (historical)
$
1,419
Equity - Additional paid-in-capital (historical)
11,739,908
Equity - Retained earnings (historical)
242,188
Partners' Capital - General Partner, as presented
$
11,983,515
•AvalonBay's presentation included $12.0 billion on the Total shareholders' equity line item. This amount has been reclassified as Total partners' capital.•AvalonBay's presentation included $12.2 billion on the Total equity line item. This amount has been reclassified as Total capital.•AvalonBay's presentation included $22.3 billion on the Total liabilities and equity line item. This amount has been reclassified as Total liabilities and capital. Statement of Operations: •AvalonBay's presentation included Net income attributable to common shareholders of $481.5 million and $1.1 billion for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. These amounts have been reclassified as Net income attributable to controlling interests, Allocation of net income to General Partner, and Net income available to Units. The unaudited pro forma adjustments are based on preliminary estimates, accounting judgments and currently available assumptions that AvalonBay and Parent Company’s management believes are reasonable. All significant adjustments necessary to reflect the effects of the Merger are based on reasonable estimates using the information currently available. Transaction CostsFor purposes of the pro forma information, adjustments for the estimated transaction costs for the Merger have been included. The estimated transaction and integration costs ( Transaction Costs ) for both AvalonBay and Parent Company are expected to be approximately $740.0 million in the aggregate, comprised of (i) real estate transfer taxes, (ii) advisory fees, (iii) legal and accounting and other professional fees, (iv) financing costs, and (v) executive change-in-control and severance payments for executives not expected to continue with the Combined Company. These Transaction Costs are expensed as incurred and are reflected as a pro forma adjustment to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2025. These Transaction Costs estimates are preliminary and subject to change as additional information becomes available; actual costs incurred may differ materially from these estimates. The Transaction Costs, together with the associated interest expense on the commercial paper issued to fund them, are non-recurring items directly attributable to the Merger and are not expected to affect the Combined Company's results of operations beyond the twelve months following the closing of the Merger.The unaudited pro forma financial statements do not reflect: (i) non-executive employee severance, redundancy or workforce reduction costs, (ii) technology, systems integration or data migration costs, (iii) any cost savings or operating synergies that the Combined Company may realize following the Merger or the costs necessary to achieve such synergies or (iv) any dis-synergies that may result from the Merger. Note 2: Significant Accounting PoliciesThe accounting policies used in the preparation of these unaudited pro forma financial statements are those set out in AvalonBay’s unaudited consolidated financial statements as of and for the six months ended June 30, 2026 and AvalonBay’s audited consolidated financial statements for the year ended December 31, 2025. Based on the procedures performed to date, AvalonBay and Parent Company’s management have not identified any significant accounting policy differences expected to have a material impact on the pro forma financial information. A more comprehensive review will be completed prior to the closing date.AvalonBay will continue to conduct a more detailed review of Parent Company’s accounting policies to determine if differences in accounting policies require further reclassification or adjustment of Parent Company’s assets, liabilities or noncontrolling interests, or reclassification or adjustment of results of operations to conform to AvalonBay’s accounting policies and classifications. Therefore, AvalonBay may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma financial statements. In certain cases, the information necessary to evaluate the differences in accounting policies and the impacts thereof may not be available until after the closing date.
Note 3: Preliminary Purchase Price and ConsiderationAs AvalonBay is the accounting acquirer, the calculation of the purchase price for accounting purposes is based on shares of AvalonBay Common Stock. However, under the terms of the Merger Agreement, each share of AvalonBay Common Stock (other than the Cancelled Shares) issued and outstanding immediately prior to the Merger will be converted at the effective time into the right to receive 2.793 Equity Residential Common Shares, plus cash in lieu of fractional shares, if any. The conversion would result in approximately 770.6 million common shares of the Combined Company outstanding following the Merger, based on the number of shares of AvalonBay Common Stock and Equity Residential Common Shares outstanding in each case as of June 30, 2026.The estimated aggregate consideration has been determined based on the closing price of shares of AvalonBay Common Stock on July 15, 2026, the latest practicable date prior to the date of this report, of $190.29.The pro forma financial information reflects estimated aggregate consideration of approximately $25.5 billion for the Merger, as calculated below due to AvalonBay being the accounting acquirer (in thousands, except price per share):
Total estimated common shares of Combined Company
770,588
Equivalent pre-exchange shares of AvalonBay
275,900
Less: Outstanding shares of AvalonBay as of June 30, 2026
(141,876
)
Hypothetical AvalonBay shares to be issued to acquire Parent Company as of June 30, 2026
134,024
AvalonBay share price as of July 15, 2026
$
190.29
Total estimated aggregate consideration
$
25,503,460
The above estimated aggregate consideration excludes an estimate for the fair value of the pre-combination portion of Equity Residential’s share-based compensation awards, as this amount is not expected to be material. In addition, we have not included an adjustment to the Unaudited Pro Forma Condensed Consolidated Statements of Operations to reflect the change in compensation expense as a result of the estimated fair value of Equity Residential’s unamortized share-based compensation awards attributable to the post-combination period as the impact is not expected to be material.The actual purchase price will fluctuate with the market price of shares of AvalonBay Common Stock until the Merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the unaudited pro forma financial statements.The following table presents the changes to the value of the consideration for the Merger and the total preliminary estimated purchase price based on a ten percent (10%) increase and decrease in the price per share of AvalonBay Common Stock (in thousands, except the per share price of AvalonBay Common Stock) and 134,024,000 shares to be issued. Changes in share price and the value of the consideration could impact the fair value of the acquired real estate assets and related depreciation recognized in the Combined Company’s financial statements. These estimates are preliminary and subject to change upon finalization of the purchase price allocation.
Price of AvalonBayCommon Stock
Estimated AggregateConsideration
AvalonBay share price as of July 15, 2026
$
190.29
$
25,503,460
Decrease of 10%
$
171.26
$
22,953,114
Increase of 10%
$
209.32
$
28,053,807
Note 4: Preliminary Purchase Price AllocationThe preliminary estimated purchase price has been allocated to the assets acquired and liabilities assumed for purposes of these unaudited pro forma financial statements, based on their fair values, assuming the Merger was completed on June 30, 2026. The final fair values will be based upon valuations and other analyses for which there is currently insufficient information to make a definitive valuation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma financial statements. The final purchase price allocation will be determined after the Merger is completed and all information necessary to determine the fair value of Parent Company’s assets and liabilities has been received. As a result, the final acquisition accounting adjustments could differ materially from the unaudited pro forma adjustments presented herein.The preliminary estimated purchase price of Parent Company (as calculated in the manner described above) is allocated to the assets to be acquired and the liabilities to be assumed on the following preliminary basis (in thousands):
Real Estate, net
$
33,956,040
Unconsolidated investments
355,602
Cash and cash equivalents
36,405
Restricted cash
106,975
Right-of-use lease assets
446,970
Other assets
327,855
Unsecured debt, net
(5,687,854
)
Variable rate unsecured credit facility and commercial paper, net
(667,780
)
Mortgage notes payable, net
(1,535,522
)
Dividends payable
(269,489
)
Accrued expenses and other liabilities
(554,009
)
Lease liabilities
(249,971
)
Redeemable Noncontrolling Interests - ERP Operating Partnership
(189,941
)
Preferred shares
(17,155
)
Noncontrolling Interests - Partially Owned Properties
(115,807
)
Noncontrolling Interests - ERP Operating Partnership
(438,859
)
Total estimated aggregate consideration
$
25,503,460
Note 5: Pro Forma Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet(C)Real estate, netThe real estate assets to be acquired by AvalonBay through the Merger are reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet based on a preliminary estimated fair value using a discounted cash flow analysis. The real estate assets acquired generally consist of land and improvements, buildings and improvements, in-place leases and furniture, fixtures and equipment. The adjustments reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet represent the differences between the preliminary fair value of the multifamily property assets to be acquired by AvalonBay through the Merger and Parent Company’s historical balances for investment in real estate, net of accumulated depreciation. Parent Company’s historical accumulated depreciation was eliminated since the assets are recognized and presented at fair value.(D)Unconsolidated investmentsThe interests in unconsolidated investments to be acquired by AvalonBay through the Merger are reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet based on a preliminary estimated fair value. Parent Company’s historical unconsolidated investments in real estate assets have been adjusted to their estimated fair value based on Parent Company’s ownership percentage of the estimated total fair value of the real estate assets valued using a discounted cash flow approach, net of the estimated total fair value of the related debt. Parent Company’s historical unconsolidated investments in real estate technology funds/companies have been adjusted to the estimated fair value of Parent Company’s ownership percentage in the funds’ holdings as reported by the funds/companies. Income (loss) from unconsolidated entities is not expected to be materially different as a result of these adjustments.(E)Cash and cash equivalentsIn connection with the Merger, it is expected that Parent Company will issue commercial paper to cover Merger Transaction Costs. The aggregate Transaction Costs for both AvalonBay and Parent Company are expected to be approximately $740.0 million, as described above. The pro forma adjustment to cash and cash equivalents reflects (i) the receipt of gross proceeds of $740.0 million from the issuance of commercial paper, less (ii) the original issue discount of $50.5 million associated with the issuance of the commercial paper (interest expense) and (iii) the payment of $740.0 million of Transaction Costs. The following table summarizes the pro forma adjustment (in thousands):
June 30, 2026
Issuance of commercial paper
$
740,000
Original issue discount on commercial paper (interest expense)
(50,470
)
Payment of Transaction Costs
(740,000
)
Total pro forma adjustment
$
(50,470
)
(F)Right-of-use lease assets and Lease liabilitiesThe right-of-use lease assets and lease liabilities are related to ground and corporate office leases for which Parent Company is the lessee as of June 30, 2026. These leases, which will be acquired by AvalonBay through the Merger, are reflected as if the leases are new as of June 30, 2026. The lease liabilities are initially measured at the present value of the remaining contractual lease payments using AvalonBay’s incremental borrowing rate as the discount rate, as the rates implicit in the
leases and the incremental borrowing rate of the Combined Company are not currently readily determinable. The weighted average discount rate used was 5.9%. The right-of-use lease assets are initially measured at an amount equal to the lease liability, adjusted for prepaid amounts and off-market lease intangibles. As the fair value of off-market lease intangibles as of June 30, 2026 are not expected to differ materially from Parent Company’s historical off-market lease intangible balances as of June 30, 2026, the related lease expense is not expected to materially change. These amounts are preliminary and subject to change upon finalization of the fair value allocation following the completion of the Merger.(G)Other assetsThe pro forma adjustment for Other assets included the elimination of historical carrying values for balances that are not treated as separately recognized net assets as well as the fair value of Parent Company’s equity investments. The following table summarizes the pro forma adjustment (in thousands):
June 30, 2026
Straight-line rents receivable
$
(30,914
)
Line of credit deferred financing fees
(12,710
)
Total pro forma adjustment
$
(43,624
)
(H)Unsecured debt, net, Variable rate unsecured credit facility and commercial paper, net, and Mortgage notes payable, netThe pro forma adjustments to debt balances reflect the estimated fair value and are inclusive of the elimination of historical unamortized deferred financing costs and discounts of $60.1 million which will not be a component of the net assets acquired by the Combined Company. In addition, in connection with the Merger, it is expected that Parent Company will issue $740.0 million in commercial paper to cover expected Transaction Costs, as described above. The amount and form of the borrowings has not yet been finalized, and AvalonBay and Parent Company continue to evaluate available debt financing alternatives. These amounts are preliminary and subject to change upon completion of the Merger. The pro forma adjustments for debt include the following (in thousands):
Elimination of Historical Amounts
Recognition of Post-Merger Amounts
Net Pro Forma Merger Adjustments
Debt Transaction Costs
Total Pro Forma Adjustments
Unsecured debt, net
$
40,023
$
(354,171
)
$
(314,148
)
$
—
$
(314,148
)
Variable rate unsecured credit facility and commercial paper, net
154
(220
)
(66
)
689,530
689,464
Mortgage notes payable, net
19,971
(76,270
)
(56,299
)
—
(56,299
)
$
60,148
$
(430,661
)
$
(370,513
)
$
689,530
$
319,017
The unsecured debt of AvalonBay that will be assumed by ERP Operating Partnership if it consummates the post-closing merger with Merger Sub (as successor to AvalonBay following the Merger of AvalonBay with and into Merger Sub), with ERP Operating Partnership surviving such post-closing merger as the surviving entity, will rank equally with all of ERP Operating Partnership’s other present and future unsecured and unsubordinated indebtedness, but will be effectively subordinated to ERP Operating Partnership's secured indebtedness and will not be the obligation of any of ERP Operating Partnership's subsidiaries.(I)Common shares and Additional paid-in capital/General partner's capitalAs AvalonBay is the accounting acquirer in this reverse acquisition, the pro forma adjustment reflects a deemed equity issuance measured at the fair value of AvalonBay Common Stock as of July 15, 2026 with the legal capital structure of the Combined Company reflected using Equity Residential’s Common Share/limited partnership structure. As such, the 396.3 million Equity Residential Common Shares issued to AvalonBay stockholders are recorded at $0.01 par value per share, with the excess of deemed fair value over par recorded to additional paid-in capital. AvalonBay’s historical par value of $1.4 million is eliminated and Equity Residential’s existing 374.3 million Common Shares outstanding are retained at their historical par value. Additional paid-in capital for the Combined Company is comprised of AvalonBay's historical additional paid-in-capital balance of $11.7 billion and the total estimated consideration of $25.5 billion for the acquisition of Parent Company (which creates an adjustment of $15.7 billion of additional paid-in capital over Parent Company's historical balance of $9.8 billion), less $6.3 million allocated to the par value of common shares of the Combined Company.General partner's capital for the Combined Company is comprised of AvalonBay's historical general partner's capital balance of $12.0 billion (as reclassified per Note B) and the total estimated consideration of $25.5 billion for the acquisition
of Parent Company (which creates an adjustment of $15.0 billion of general partner's capital over Parent Company's historical balance of $10.5 billion), less $740.0 million of Transaction Costs.The following tables summarize the pro forma adjustments (in thousands, except the Exchange Ratio):
As of June 30, 2026
Common shares:
AvalonBay Common Stock outstanding
141,876
Exchange Ratio to convert AvalonBay Common Stock to Equity Residential Common Shares
2.793
Equity Residential Common Shares issued to AvalonBay stockholders
396,260
Equity Residential Common Shares outstanding
374,330
Total Combined Company common shares outstanding, $0.01 par value
770,590
Par value of total Combined Company common shares outstanding
$
7,706
Historical par value of AvalonBay Common Stock outstanding
(1,419
)
Adjustment to reflect par value of total common shares of Combined Company
$
6,287
As of June 30, 2026
Additional paid-in capital:
Historical balance of AvalonBay additional paid-in capital
$
11,739,908
Total estimated aggregate consideration for acquisition
25,503,460
Adjustment to reflect par value of total common shares of Combined Company
(6,287
)
Combined Company additional paid-in capital
$
37,237,081
As of June 30, 2026
General Partner:
AvalonBay General partner's capital outstanding
$
11,983,515
Total estimated aggregate consideration for acquisition
25,503,460
Recognition of Transaction Costs
(740,000
)
Combined Company General partner's capital
$
36,746,975
(J)Accumulated other comprehensive incomeRepresents the elimination of Parent Company’s historical accumulated other comprehensive income related to the deferred gains and losses on Parent Company’s forward starting swaps designated as cash flow hedges.(K)Retained earningsRepresents the elimination of Equity Residential’s historical retained earnings of $651.1 million and the recognition of $740.0 million of Transaction Costs. Retained earnings is included in general partner's capital in the AvalonBay and ERP Operating Partnership Unaudited Pro Forma Condensed Consolidated Balance Sheet.(L)Noncontrolling Interests – DownREIT Units and Partially Owned PropertiesThe pro forma adjustment represents the fair value of minority interests in a number of Parent Company’s consolidated operating properties. Historical balances of non-controlling interest in certain operating properties have been adjusted to their estimated fair value calculated based on the minority interest ownership percentage of the estimated fair value of the underlying community assets, calculated based on a discounted cash flow analysis, net of the estimated total fair value of the related debt.(M)Noncontrolling Interests – ERP Operating Partnership/Limited Partners Capital and Redeemable Noncontrolling Interests – ERP Operating Partnership/Redeemable Limited PartnersThe Noncontrolling Interests – ERP Operating Partnership/Limited Partners Capital and Redeemable Noncontrolling Interests – ERP Operating Partnership/Redeemable Limited Partners to be acquired by AvalonBay through the Merger are reflected at fair value in the Unaudited Pro Forma Condensed Consolidated Balance Sheet based on the number of ERP Operating Partnership Units outstanding as of June 30, 2026 and the price of Equity Residential Common Shares as of June 30, 2026. The adjustment to Noncontrolling Interests – ERP Operating Partnership/Limited Partners Capital reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet represents the difference between the fair value of the Noncontrolling Interests – ERP Operating Partnership/Limited Partners Capital and Parent Company’s historical balance.Redeemable Noncontrolling Interests – ERP Operating Partnership/Redeemable Limited Partners are those where Equity Residential is required, either by contract or securities law, to deliver registered common shares. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash
is deemed to fall to ERP Operating Partnership as the primary source of cash for Equity Residential, resulting in presentation in the mezzanine section of the balance sheet and are presented at the greater of book value or fair market value based on the common share price at the end of each respective reporting period. The Redeemable Noncontrolling Interests – ERP Operating Partnership/Redeemable Limited Partners were adjusted to fair market value as of June 30, 2026 on Parent Company’s historical balance sheet; therefore, no pro forma adjustment was necessary on the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of that date. Note 6: Pro Forma Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations(N)Total revenueNo pro forma adjustment to Parent Company’s historical revenue related to deferred straight-line rent or above- or below-market in-place leases was recorded as the majority of Parent Company’s leases have a term of one year or less and do not contain rent increases. Additionally, because residential leases reset to prevailing market rates at each annual renewal, in-place residential rents are expected to approximate current market rents at the assumed acquisition date, with any above- or below-market variance limited to a remaining lease term of approximately six months or less, resulting in an immaterial fair value adjustment. With respect to Parent Company’s commercial leases, the impact of deferred straight-line rent and above- or below-market lease intangibles on revenue are likewise expected to be immaterial.(O)Expensed transaction, development, and other costsThe expensed transaction, development, and other costs adjustment of $740.0 million for the year ended December 31, 2025 is for estimated Transaction Costs in connection with the Merger, as described above.(P)Interest expense, netParent Company’s interest expense was adjusted to reflect the (i) removal of historical interest expense related to amortization of deferred financing costs, debt issuance premiums and discounts and amortization of deferred hedging gains and losses of $7.5 million and $15.5 million, for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, and (ii) the addition of interest expense related to amortization of premiums and discounts based on the estimated fair value of the debt of $27.1 million and $54.2 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.The Combined Company pro forma interest expense includes estimated interest expense of $15.3 million and $35.2 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, related to an estimated $740.0 million commercial paper issuance to fund Transaction Costs. The issuance was assumed to have occurred on January 1, 2025. Commercial paper interest rates are variable in nature. The estimated interest expense amounts represent an approximate 4.13% and 4.75% weighted average rate for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. A 10% fluctuation in the weighted average rates would change the estimated interest expense amounts by approximately $1.5 million and $3.5 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. (Q)Depreciation expenseDepreciation expense was adjusted to remove $493.9 million and $1.0 billion of Parent Company’s historical depreciation expense and recognize $644.4 million and $1.9 billion of depreciation expense for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. For purposes of this adjustment, the estimated depreciation expense recognized reflects the estimated fair values of the real estate, net, the estimated components of the real estate acquired, and an estimated useful life of 30 years for building and improvements, an estimated amortization period for in-place leases of 6 months and an estimated useful life of 7 years for furniture and fixtures, consistent with AvalonBay’s useful life policy.(R)Net (income) loss attributable to noncontrolling interests – DownREIT Units and Partially Owned PropertiesAn adjustment of $1.1 million for the six months ended June 30, 2026 and $2.4 million for the year ended December 31, 2025 was made to the income allocated to noncontrolling interests in the partially owned properties that Equity Residential consolidates. The adjustment was calculated based on the net impact of the purchase accounting adjustments to depreciation expense based on the fair values of the underlying real estate.(S)Net (income) loss attributable to Noncontrolling Interests – ERP Operating Partnership/Limited PartnersAn adjustment of $1.2 million for the six months ended June 30, 2026 and $13.9 million for the year ended December 31, 2025 was made to the income allocated to the ERP Operating Partnership unitholders/limited partners based on the adjusted net income of Parent Company and changes in the estimated non-controlling interest/limited partner ownership percentage in the Combined Company.
Additionally, an adjustment of $0.2 million for the six months ended June 30, 2026 and $8.3 million for the year ended December 31, 2025 was made to the income allocated to the ERP Operating Partnership unitholders/limited partners based on the estimated Transaction Costs and interest expense associated with the Merger. Note 7: Pro Forma Net Income Available to Common Shareholders and Unitholders per Share/Unit(T)Earnings per sharePro forma basic and diluted earnings per share are calculated using the weighted average number of Equity Residential Common Shares outstanding during the period as Equity Residential is the legal acquirer for the reverse acquisition. The Equity Residential Common Shares issued to AvalonBay stockholders are included in the denominator for the full period presented because the pro forma income statement assumes the Merger was consummated at the beginning of the period. The weighted average shares attributable to AvalonBay stockholders are computed by multiplying the historical weighted average of AvalonBay Common Stock outstanding by the Exchange Ratio, converting them into an Equity Residential Common Share equivalent. The unaudited pro forma adjustment to earnings per share is as follows (in thousands, except per share data and the Exchange Ratio):
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Numerator:
Net Income attributable to shareholders - basic
$
499,515
$
470,999
Net Income attributable to shareholders
$
499,515
$
470,999
Net Income attributable to ERP Operating Partnership
5,493
5,197
Net Income attributable to shareholders – diluted
$
505,008
$
476,196
Denominator:
Weighted average common shares – basic
766,073
775,488
Effect of dilutive securities
13,172
13,837
Weighted average common shares – diluted
779,245
789,325
Earnings per share – basic
$
0.65
$
0.61
Earnings per share – diluted
$
0.65
$
0.60
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
AvalonBay historical weighted average common shares – basic
140,052
141,739
Exchange Ratio
2.793
2.793
Adjusted AvalonBay weighted average common shares - basic
391,166
395,878
Equity Residential historical weighted average common shares - basic
374,907
379,610
Combined Company weighted average common shares - basic
766,073
775,488
AvalonBay historical dilutive securities
1,271
1,087
Exchange Ratio
2.793
2.793
Adjusted AvalonBay dilutive securities
3,551
3,036
Equity Residential historical dilutive securities
9,621
10,801
Combined Company dilutive securities
13,172
13,837
Combined Company weighted average common shares - diluted
779,245
789,325
(U)Earnings per UnitPro forma basic and diluted earnings per unit are calculated using the weighted average number of ERP Operating Partnership Units outstanding during the period as ERP Operating Partnership is the legal acquirer for the reverse acquisition. The ERP Operating Partnership Units issued to AvalonBay stockholders are included in the denominator for the full period presented because the pro forma income statement assumes the Merger was consummated at the beginning of the period. The weighted average ERP Operating Partnership Units attributable to AvalonBay stockholders are computed by multiplying the historical weighted average of AvalonBay Common Stock outstanding by the Exchange Ratio, converting them into an ERP Operating Partnership Unit equivalent. The unaudited pro forma adjustment to earnings per Unit is as follows (in thousands, except per Unit data and the Exchange Ratio):
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
Numerator:
Net Income attributable to unitholders - basic and diluted
$
505,008
$
476,196
Denominator:
Weighted average Units – basic
774,275
784,979
Effect of dilutive securities
4,970
4,346
Weighted average Units – diluted
779,245
789,325
Earnings per Unit – basic
$
0.65
$
0.61
Earnings per Unit – diluted
$
0.65
$
0.60
Six Months EndedJune 30, 2026
Year EndedDecember 31, 2025
AvalonBay historical weighted average Units – basic
140,052
141,739
Exchange Ratio
2.793
2.793
Adjusted AvalonBay weighted average Units - basic
391,166
395,878
ERP Operating Partnership historical weighted average Units - basic
383,109
389,101
Combined Company weighted average Units - basic
774,275
784,979
AvalonBay historical dilutive securities
1,271
1,087
Exchange Ratio
2.793
2.793
Adjusted AvalonBay dilutive securities
3,551
3,036
ERP Operating Partnership historical dilutive securities
1,419
1,310
Combined Company dilutive securities
4,970
4,346
Combined Company weighted average Units - diluted
779,245
789,325
EX-99.2eqr-ex99_2.htm187,312 charsexpand_more
EX-99.2
4
eqr-ex99_2.htm
EX-99.2
EX-99.2
Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of AvalonBay Communities, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AvalonBay Communities, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule (collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.
F-1
Valuation of Deferred Development Costs and Land Held for Development
Description of the Matter
As of December 31, 2025, the Company’s deferred development costs and land held for development totaled $73.2 million and $123.8 million, respectively, collectively “Development Rights”. As discussed in Footnote 1 of the consolidated financial statements, the Company capitalizes costs associated with its development activities to the basis of land held when future development is probable, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs. Future development is dependent upon various factors, including zoning and regulatory approvals, rental market conditions, construction costs and the availability of capital. Auditing the valuation of deferred development costs and land held for development involved a high degree of subjectivity as management’s assessment of the probability that future development will occur was highly judgmental and subject to the various factors affecting future development discussed above. The Company’s assessment of probability of future development included an analysis of the likelihood of factors outside their control that could prevent the development from occurring and factors that could cause the Company to decide not to pursue or complete the development.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to assess the valuation of deferred development costs and land held for development. For example, we tested controls over the Company’s pursuit monitoring process and management’s review of the probability assessment related to future development. Our procedures included, among others, evaluating the Company’s determination that the future development is probable. We performed procedures to test the accuracy and completeness of the information included in the Company’s qualitative analysis by agreeing data to underlying agreements, communications, minutes of management’s quarterly development meetings, and third-party evidence, where available. We further assessed the likelihood of the Company’s ability to obtain zoning and regulatory approvals for developments by considering, among other things, the Company’s prior experience with other development projects and the current status of the future projects for which pursuit or development rights costs were capitalized or land was held for development. We also met with executives who lead the Company’s development team to further understand the probability of future development.
/s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Tysons, Virginia February 27, 2026
F-2
AVALONBAY COMMUNITIES, INC.CONSOLIDATED BALANCE SHEETS(Dollars in thousands, except per share data)
December 31, 2025
December 31, 2024
ASSETS
Real estate:
Land and improvements
$ 4,960,568
$ 4,888,146
Buildings and improvements
21,252,137
20,454,276
Furniture, fixtures and equipment
1,546,813
1,387,506
27,759,518
26,729,928
Less accumulated depreciation
(8,686,084)
(8,164,411)
Net operating real estate
19,073,434
18,565,517
Construction in progress, including land
1,458,795
1,042,673
Land held for development
123,751
151,922
Real estate assets held for sale, net
150,262
6,950
Total real estate, net
20,806,242
19,767,062
Cash and cash equivalents
187,234
108,576
Restricted cash
165,849
158,500
Unconsolidated investments
193,441
227,320
Deferred development costs
73,237
43,675
Prepaid expenses and other assets
618,597
540,950
Right of use lease assets
147,537
154,654
Total assets
$ 22,192,137
$ 21,000,737
LIABILITIES AND EQUITY
Unsecured debt, net
$ 7,879,380
$ 7,358,784
Variable rate unsecured credit facility and commercial paper, net
739,608
—
Mortgage notes payable, net
709,564
718,465
Dividends payable
250,548
244,967
Payables for construction
92,267
85,954
Accrued expenses and other liabilities
391,973
356,987
Lease liabilities
165,200
173,282
Accrued interest payable
68,591
58,377
Resident security deposits
60,689
62,829
Total liabilities
10,357,820
9,059,645
Commitments and contingencies
Equity:
F-3
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at December 31, 2025 and December 31, 2024; zero shares issued and outstanding at December 31, 2025 and December 31, 2024
—
—
Common stock, $0.01 par value; 280,000,000 shares authorized at December 31, 2025 and December 31, 2024; 140,080,657 and 142,254,022 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
1,401
1,422
Additional paid-in capital
11,212,296
11,314,116
Accumulated earnings less dividends
371,157
591,250
Accumulated other comprehensive income
26,486
34,304
Total stockholders' equity
11,611,340
11,941,092
Noncontrolling interests
222,977
—
Total equity
11,834,317
11,941,092
Total liabilities and equity
$ 22,192,137
$ 21,000,737
See accompanying notes to Consolidated Financial Statements.
F-4
AVALONBAY COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Dollars in thousands, except per share data)
For the year ended December 31,
2025
2024
2023
Revenue:
Rental and other income
$ 3,033,683
$ 2,906,676
$ 2,760,187
Management, development and other fees
7,042
7,081
7,722
Total revenue
3,040,725
2,913,757
2,767,909
Expenses:
Operating expenses, excluding property taxes
778,171
745,846
681,338
Property taxes
342,743
327,611
306,794
Expensed transaction, development and other pursuit costs, net of recoveries
10,846
18,341
33,479
Interest expense, net
259,181
226,589
205,992
Loss on extinguishment of debt, net
—
—
150
Depreciation expense
913,376
846,853
816,965
General and administrative expense
86,679
77,697
76,534
Casualty and impairment loss
1,276
2,935
9,118
Total expenses
2,392,272
2,245,872
2,130,370
Income from unconsolidated investments
39,691
32,231
8,436
Structured Investment Program interest income
27,476
18,451
5,018
Gain on sale of communities, net
335,713
363,300
287,424
Other real estate activity
4,131
753
174
Income before income taxes
1,055,464
1,082,620
938,591
Income tax benefit (expense)
1,135
(445)
(10,153)
Net income
1,056,599
1,082,175
928,438
Net (income) loss attributable to noncontrolling interests
(5,298)
(181)
387
Net income attributable to common stockholders
$ 1,051,301
$ 1,081,994
$ 928,825
Other comprehensive income:
(Loss) gain on cash flow hedges
(4,488)
18,659
13,332
Cash flow hedge (gains) losses reclassified to earnings
(3,330)
(471)
1,360
Comprehensive income
$ 1,043,483
$ 1,100,182
$ 943,517
Earnings per common share - basic:
Net income attributable to common stockholders
$ 7.40
$ 7.61
$ 6.56
Earnings per common share - diluted:
F-5
Net income attributable to common stockholders
$ 7.40
$ 7.60
$ 6.56
See accompanying notes to Consolidated Financial Statements.
F-6
AVALONBAY COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF EQUITY(Dollars in thousands)
Common stock shares issued
Commonstock
Additionalpaid-incapital
Accumulatedearningslessdividends
Accumulatedothercomprehensive(loss) income
Total stockholder's equity
Noncontrolling interests
Totalequity
Balance at December 31, 2022
139,916,864
$ 1,400
$ 10,765,508
$ 485,221
$ 1,424
$ 11,253,553
$ —
$ 11,253,553
Net income attributable to common stockholders
—
—
—
928,825
—
928,825
—
928,825
Gain on cash flow hedges, net
—
—
—
—
13,332
13,332
—
13,332
Cash flow hedge losses reclassified to earnings
—
—
—
—
1,360
1,360
—
1,360
Noncontrolling interest activity
—
—
—
(1,217)
—
(1,217)
—
(1,217)
Dividends declared to common stockholders ($6.60 per share)
—
—
—
(935,305)
—
(935,305)
—
(935,305)
Issuance of common stock, net of withholdings
2,120,392
20
485,029
1,635
—
486,684
—
486,684
Repurchase of common stock, including repurchase costs
(11,800)
—
(908)
(1,003)
—
(1,911)
—
(1,911)
Stock-based compensation expense
—
—
37,997
—
—
37,997
—
37,997
Balance at December 31, 2023
142,025,456
1,420
11,287,626
478,156
16,116
11,783,318
—
11,783,318
Net income attributable to common stockholders
—
—
—
1,081,994
—
1,081,994
—
1,081,994
Gain on cash flow hedges, net
—
—
—
—
18,659
18,659
—
18,659
Cash flow hedge gains reclassified to earnings
—
—
—
—
(471)
(471)
—
(471)
Noncontrolling interest activity
—
—
(77)
—
—
(77)
—
(77)
Dividends declared to common stockholders ($6.80 per share)
—
—
—
(969,345)
—
(969,345)
—
(969,345)
F-7
Issuance of common stock, net of withholdings
228,566
2
(9,875)
445
—
(9,428)
—
(9,428)
Stock-based compensation expense
—
—
36,442
—
—
36,442
—
36,442
Balance at December 31, 2024
142,254,022
1,422
11,314,116
591,250
34,304
11,941,092
—
11,941,092
Net income
—
—
—
1,051,301
—
1,051,301
5,298
1,056,599
Loss on cash flow hedges, net
—
—
—
—
(4,488)
(4,488)
—
(4,488)
Cash flow hedge gains reclassified to earnings
—
—
—
—
(3,330)
(3,330)
—
(3,330)
Issuance of DownREIT Units
—
—
—
—
—
—
222,653
222,653
Dividends declared to noncontrolling interests ($4.69 per share)
—
—
—
—
—
—
(4,974)
(4,974)
Dividends declared to common stockholders ($7.00 per share)
—
—
—
(993,683)
—
(993,683)
—
(993,683)
Issuance of common stock, net of withholdings
505,354
6
71,641
(1,094)
—
70,553
—
70,553
Repurchase of common stock, including repurchase costs
(2,678,719)
(27)
(211,471)
(276,617)
—
(488,115)
—
(488,115)
Amortization of deferred compensation
—
—
38,010
—
—
38,010
—
38,010
Balance at December 31, 2025
140,080,657
$ 1,401
$ 11,212,296
$ 371,157
$ 26,486
$ 11,611,340
$ 222,977
$ 11,834,317
See accompanying notes to Consolidated Financial Statements.
F-8
AVALONBAY COMMUNITIES, INCCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands)
For the year ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income
$ 1,056,599
$ 1,082,175
$ 928,438
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
913,376
846,853
816,965
Amortization of deferred financing costs and debt discount
13,685
13,280
12,732
Loss on extinguishment of debt, net
—
—
150
Amortization of stock-based compensation
26,458
25,373
27,142
Equity in (income) loss of, and return on, unconsolidated investments and noncontrolling interests, net of eliminations
(23,610)
(21,693)
5,332
Casualty and impairment loss
1,276
1,415
4,622
Expensed transaction, development and other pursuit costs, net of recoveries
10,846
18,341
33,479
Cash flow hedge (gains) losses reclassified to earnings
(1,292)
(471)
1,360
Gain on sale of real estate assets, net
(339,954)
(364,159)
(287,987)
Increase in accrued interest receivable
(26,124)
(14,582)
(5,803)
(Increase) decrease in prepaid expenses and other assets
(3,182)
(16,576)
11,580
Increase in accrued expenses, other liabilities, accrued interest payable and resident security deposits
43,027
37,922
12,019
Net cash provided by operating activities
1,671,105
1,607,878
1,560,029
Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
(1,209,454)
(951,101)
(901,847)
Acquisition of real estate assets, including partnership interest
(682,163)
(464,419)
(215,889)
Capital expenditures - existing real estate assets
(261,769)
(193,348)
(178,312)
Capital expenditures - non-real estate assets
(3,173)
(4,678)
(18,962)
Increase (decrease) in payables for construction
6,313
(1,749)
14,901
Proceeds from sale of real estate, net of selling costs
799,419
711,279
467,096
Note receivable lending
(24,079)
(90,088)
(82,802)
Note receivable payments
15,048
237
253
Distributions from unconsolidated entities and investment sale proceeds
7,500
11,178
5,468
Unconsolidated investments
(40,009)
(14,175)
(18,861)
Net cash used in investing activities
(1,392,367)
(996,864)
(928,955)
Cash flows from financing activities:
Issuance of common stock, net
86,645
10,535
496,706
Repurchase of common stock, net
(488,115)
—
(1,911)
Dividends paid
(992,333)
(961,914)
(922,657)
Net borrowings under unsecured credit facility and commercial paper
739,608
—
—
Repayments of mortgage notes payable, including prepayment penalties
(11,465)
(9,793)
(47,000)
Issuance of unsecured debt
1,347,312
398,788
399,756
Repayment of unsecured debt
(825,000)
(300,000)
(750,000)
Payment of deferred financing costs
(23,147)
(3,763)
(3,964)
Receipt for termination of forward interest rate swaps
4,341
16,839
8,331
Payments related to tax withholding for share-based compensation
(16,713)
(16,883)
(10,639)
Noncontrolling interests, joint venture and preferred equity transactions
(13,864)
(8,707)
(2,981)
Net cash used in financing activities
(192,731)
(874,898)
(834,359)
Net increase (decrease) in cash, cash equivalents and restricted cash
86,007
(263,884)
(203,285)
F-9
Cash, cash equivalents and restricted cash, beginning of year
267,076
530,960
734,245
Cash, cash equivalents and restricted cash, end of year
$ 353,083
$ 267,076
$ 530,960
Cash paid during the year for interest, net of amount capitalized
$ 236,549
$ 213,253
$ 187,523
See accompanying notes to Consolidated Financial Statements.
F-10
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported with the Consolidated Statements of Cash Flows (dollars in thousands):
December 31, 2025
December 31, 2024
December 31, 2023
Cash and cash equivalents
$ 187,234
$ 108,576
$ 397,890
Restricted cash
165,849
158,500
133,070
Cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows
$ 353,083
$ 267,076
$ 530,960
Supplemental disclosures of non-cash investing and financing activities: During the year ended December 31, 2025: •As described in Note 4, Equity, the Company issued 183,260 shares of common stock as part of the Company's stock-based compensation plans, of which 103,332 shares related to the conversion of performance awards to shares of common stock, and the remaining 79,928 shares valued at $17,678,000 were issued in connection with new stock grants; 3,761 shares valued at $749,000 were issued through the Company's dividend reinvestment plan; 74,517 shares valued at $16,678,000 were withheld to satisfy employees' tax withholding and other liabilities; and 3,116 restricted shares with an aggregate value of $614,000 were forfeited. •The Company acquired six apartment communities, in the Dallas-Fort Worth metropolitan area, containing 1,844 apartment homes for $415,579,000, with the consideration comprised of a cash payment of $193,000,000 and the issuance of 1,059,995 units representing limited partnership interests (the “DownREIT Units”). •Common stock and DownREIT Unit dividends declared but not paid totaled $247,436,000. •The Company recorded (i) a decrease to prepaid expenses and other assets of $4,488,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $3,330,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity. During the year ended December 31, 2024: •The Company issued 250,806 shares of common stock as part of the Company's stock-based compensation plans, of which 146,725 shares related to the conversion of performance awards to shares of common stock, and the remaining 104,081 shares valued at $18,020,000 were issued in connection with new stock grants; 12,290 shares valued at $1,972,000 were issued in conjunction with the conversion of deferred stock awards; 3,533 shares valued at $690,000 were issued through the Company’s dividend reinvestment plan; 94,288 shares valued at $16,892,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 4,408 restricted shares with an aggregate value of $801,000 were forfeited. •Common stock dividends declared but not paid totaled $243,479,000. •The Company recorded (i) an increase to prepaid expenses and other assets of $18,659,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $471,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity. •The Company recorded $25,719,000 of lease liabilities and offsetting right of use lease assets related to the execution of one new ground lease for a development right.
F-11
During the year ended December 31, 2023: •The Company issued 153,162 shares of common stock as part of the Company's stock based compensation plans, of which 60,016 shares related to the conversion of performance awards to shares of common stock, and the remaining 93,146 shares valued at $16,552,000 were issued in connection with new stock grants; 3,454 shares valued at $619,000 were issued through the Company’s dividend reinvestment plan; 62,937 shares valued at $10,639,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 2,119 restricted shares with an aggregate value of $413,000 were forfeited. •Common stock dividends declared but not paid totaled $236,133,000. •The Company recorded (i) an increase to prepaid expenses and other assets of $13,332,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $1,360,000 of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity. •The Company assumed a $63,041,000 fixed rate mortgage loan in conjunction with the acquisition of Avalon West Plano. See accompanying notes to Consolidated Financial Statements.
F-12
AVALONBAY COMMUNITIES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization, Basis of Presentation and Significant Accounting Policies Organization and Basis of Presentation AvalonBay Communities, Inc. (the Company, which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its subsidiaries) is a Maryland corporation that has elected to be treated as a real estate investment trust ( REIT ) for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the Code ). The Company develops, redevelops, acquires, owns and operates multifamily communities in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California, as well as in the Company's expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado. At December 31, 2025, the Company owned or held a direct or indirect ownership interest in 320 apartment communities containing 98,694 apartment homes in 11 states and the District of Columbia, of which 24 communities were under construction. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 32 communities that, if developed as expected, will contain an estimated 9,032 apartment homes (unaudited). Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, certain joint venture partnerships, subsidiary partnerships structured as DownREITs, and any variable interest entities that qualify for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for joint venture entities and subsidiary partnerships in accordance with the consolidation guidance. The Company determines first whether to follow the variable interest entity ( VIE ) or the voting interest entity ( VOE ) model for each joint venture entity. The Company then evaluates whether it should consolidate the venture. Under the VIE model, the Company consolidates an investment when it has control to direct the activities of the venture and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company's maximum exposure for its VIEs is limited to its investments in the respective VIEs and its portion of any loan guarantee. Under the VOE model, the Company consolidates an investment when (i) it controls the investment through ownership of a majority voting interest if the investment is not a limited partnership or (ii) it controls the investment through its ability to remove the other partners in the investment, at its discretion, when the investment is a limited partnership. The Company generally uses the equity method of accounting or net asset value ( NAV ) for its unconsolidated investments, including when the Company holds a noncontrolling limited partner interest in a joint venture. Any investment in excess of the Company's cost basis at acquisition or formation of an equity method venture that owns real estate, will be recorded as a component of the Company's investment in the joint venture and recognized over the life of the underlying fixed assets of the venture as a reduction to its equity in income from the venture. Investments in which the Company has little or no influence are accounted for using the measurement alternative with the carrying amount of the investment adjusted to fair value when there is an observable transaction indicating a change in fair value. Real Estate Operating real estate assets are stated at cost and consist of land and improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Significant expenditures that improve or extend the life of an existing asset and that will benefit the Company for periods greater than a year are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
F-13
Project costs related to the development, construction and redevelopment of real estate projects (including interest and related loan fees, property taxes and other direct costs) are capitalized as a cost of the project. Indirect project costs that relate to several projects are capitalized and allocated to the projects to which they relate. Indirect costs not clearly related to development, construction and redevelopment activity are expensed as incurred. For development, capitalization (i) begins when the Company has determined that development of the future asset is probable, (ii) can be suspended if there is no current development activity underway, but future development is still probable and (iii) ends when the asset, or a portion of an asset, is ready for its intended use, or the Company's intended use changes such that capitalization is no longer appropriate. For land parcels acquired for development improved with operating real estate, the Company generally manages the improvements until all tenant obligations have been satisfied or eliminated through negotiation, and construction of new apartment communities is ready to begin. Revenue from incidental operations received from the current improvements on land parcels in excess of any incremental costs are recorded as a reduction of total capitalized costs of the respective Development Right and not as part of net income. Incidental operating costs in excess of incidental operating income are expensed in the period incurred. For redevelopment efforts, the Company capitalizes costs either (i) in advance of taking homes out of service when significant renovation of the common area has begun until the redevelopment is completed, or (ii) when an apartment home is taken out of service for redevelopment until the redevelopment is completed and the apartment home is available for a new resident. Rental income and operating costs incurred during the initial lease-up or post-redevelopment lease-up period are recognized in earnings. The Company accounts for real estate acquisitions as either an asset acquisition or a business combination. Under either model, the Company identifies and determines the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. The Company generally views acquisitions of operating communities as asset acquisitions, which results in the capitalization of acquisition costs and the allocation of purchase price to the assets acquired and liabilities assumed, based on the relative fair value of the respective assets and liabilities. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of in-place leases and leases priced above or below market. The Company utilizes various sources to determine fair value, including its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. The purchase price allocation to tangible assets is reflected in real estate assets and depreciated over their estimated useful lives. Any purchase price allocation to intangible assets, other than in-place lease intangibles, is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets and amortized over the term of the acquired intangible asset. The Company values land based on a market approach, looking to recent sales of similar properties, adjusting for differences due to location, the state of entitlement as well as the shape and size of the parcel. Improvements to land are valued using a replacement cost approach and consider the structures and amenities included for the communities and is reduced by estimated depreciation. The value for furniture, fixtures and equipment is also determined based on a replacement cost approach, considering costs for both items in the apartment homes as well as common areas and is adjusted for estimated depreciation. The fair value of buildings is estimated using the replacement cost approach, assuming the buildings were vacant at acquisition. The replacement cost approach considers the composition of structures acquired, adjusted for depreciation which considers industry standard information and estimated useful life of the acquired property. The in-place lease intangible considers the estimated cost of leasing the apartment homes as if the acquired building(s) were vacant and is determined using an average total lease-up time, the number of apartment homes and market rent considering actual leasing and industry rental rate data generated during the lease-up time. The above or below market lease intangibles represent the value of the current leases relative to market-rate leases and is based on market comparables. Given the heterogeneous nature of multifamily real estate, the fair values for the land, debt, real estate assets and in-place leases incorporate significant unobservable inputs and therefore are considered to be Level 3 prices within the fair value hierarchy. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed.
F-14
Depreciation is generally calculated on a straight-line basis over the estimated useful lives of the assets, which for buildings and related improvements range from seven years to 30 years and for furniture, fixtures and equipment range from three years to seven years. Noncontrolling Interests The Company classifies the carrying value of the DownREIT Units as noncontrolling interests, as the units may be redeemed by unitholders on or after April 30, 2026 for cash or common stock at the Company's election. Net income is allocated to the DownREIT Units pro-rata based on the weighted average proportion of DownREIT Units to the weighted average combined total of outstanding common stock, participating securities, and DownREIT Units for the period. Income Taxes The Company elected to be treated as a REIT for federal income tax purposes for its tax year ended December 31, 1994 and has not revoked such election. A REIT is a corporate entity which holds real estate interests and can deduct from its federally taxable income qualifying dividends it pays if it meets a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its adjusted taxable income to stockholders. Therefore, as a REIT, the Company generally will not be subject to corporate level federal income tax on its taxable income if it annually distributes 100% of its taxable income to its stockholders. The states in which the Company operates have similar tax provisions which recognize the Company as a REIT for state income tax purposes. Management believes that all such conditions for the exemption from income taxes on ordinary income have been or will be met for the periods presented. Accordingly, no provision for federal and state income taxes has been made. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal corporate income taxes at regular corporate rates and may not be able to qualify as a corporate REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income and in certain other instances. Taxable income from activities performed through taxable REIT subsidiaries ( TRS ) is subject to federal, state and local income taxes. The Company recognized income tax benefit of $1,135,000 in 2025 and income tax expense of $445,000 and $10,153,000 in 2024 and 2023, respectively, with amounts in 2023 primarily due to dispositions of residential condominiums at The Park Loggia. In addition, the Company may sell tax credits related to solar installation projects at its communities, recognizing the sales proceeds as income tax benefit in the period of sale. As of December 31, 2025 and 2024, the Company did not have any unrecognized tax positions. The Company does not believe that there will be any material changes in its unrecognized tax positions over the next 12 months. The Company is subject to examination by the respective taxing authorities for the tax years 2022 through 2024. The following summarizes the tax components of the Company's common dividends declared for the years ended December 31, 2025, 2024 and 2023 (unaudited):
2025
2024
2023
Ordinary income
74%
90%
83%
20% capital gain
9%
4%
11%
Unrecaptured 1250 gain
17%
6%
6%
Total
100%
100%
100%
F-15
Deferred Financing Costs Deferred financing costs include expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which approximates the effective interest method, over the shorter of the loan term or the related credit enhancement facility, if applicable. Unamortized financing costs are charged to earnings when debt is retired before the maturity date. Deferred financing costs, except for costs associated with line-of-credit arrangements, are presented as a direct deduction from the related debt liability. Unamortized deferred financing costs for the Company's Credit Facility and commercial paper were $18,629,000 and $13,059,000 as of December 31, 2025 and 2024, respectively, and were included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes all cash and liquid investments with an original maturity of three months or less from the date acquired. Restricted cash includes principal reserve funds that are restricted for the repayment of specified secured financing, amounts the Company has designated for planned 1031 exchange activity and resident security deposits. The majority of the Company's cash, cash equivalents and restricted cash are held at major commercial banks. Comprehensive Income Comprehensive income, as reflected on the Consolidated Statements of Comprehensive Income, is defined as all changes in equity during each period except for those resulting from investments by or distributions to shareholders. Accumulated other comprehensive income (loss), as reflected on the Consolidated Statements of Equity, reflects the cumulative changes in the fair value of derivatives in qualifying cash flow hedge relationships and the related reclassifications to earnings. Earnings per Common Share Basic earnings per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per common share on a diluted basis. Diluted earnings per common share was computed using the treasury stock method for performance awards, options, participating securities and forward contracts, and using the if-converted method
F-16
for DownREIT Units. The Company's earnings per common share are determined as follows (dollars in thousands, except per share data):
For the year ended December 31,
2025
2024
2023
Basic and diluted shares outstanding
Weighted average common shares—basic
141,739,349
142,000,934
141,307,186
Effect of dilutive securities
1,087,033
457,670
336,602
Weighted average common shares—diluted
142,826,382
142,458,604
141,643,788
Calculation of Earnings per Common Share—basic
Net income attributable to common stockholders
$ 1,051,301
$ 1,081,994
$ 928,825
Net income allocated to unvested restricted shares
(1,974)
(2,069)
(1,663)
Net income attributable to common stockholders—basic
$ 1,049,327
$ 1,079,925
$ 927,162
Weighted average common shares—basic
141,739,349
142,000,934
141,307,186
Earnings per common share—basic
$ 7.40
$ 7.61
$ 6.56
Calculation of Earnings per Common Share—diluted
Net income attributable to common stockholders
$ 1,051,301
$ 1,081,994
$ 928,825
Net income attributable to DownREIT unitholders in consolidated partnerships
5,298
—
25
Net income—diluted
$ 1,056,599
$ 1,081,994
$ 928,850
Weighted average common shares—diluted
142,826,382
142,458,604
141,643,788
Earnings per common share—diluted
$ 7.40
$ 7.60
$ 6.56
Certain options to purchase shares of common stock in the amounts of 31,917, forward contracts to sell shares of common stock in the amounts of 3,680,000, and unvested performance awards in the amounts of 42,686 as of December 31, 2025 were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Certain options to purchase shares of common stock in the amounts of 9,793 and 303,784 were outstanding as of December 31, 2024 and 2023, respectively, were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Expensed Transaction, Development and Other Pursuit Costs The Company capitalizes costs associated with its development activities to the basis of land held when future development is probable, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs ( Development Rights ). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. In addition, if the Company determines a Development Right is no longer probable, the Company recognizes any necessary expense to write down its basis in the Development Right. The Company expensed costs related to development pursuits not yet considered probable for development and the abandonment of Development Rights, as well as costs incurred in pursuing the acquisition or disposition of assets for which such acquisition and disposition activity did not occur, in the amounts
F-17
of $10,846,000, $18,341,000 and $33,479,000 during the years ended December 31, 2025, 2024 and 2023, respectively. These costs are included in expensed transaction, development and other pursuit costs, net of recoveries on the accompanying Consolidated Statements of Comprehensive Income. The amounts for the year ended December 31, 2025 and 2024 include a write-off of $3,668,000 and $8,947,000, respectively, for one development opportunity in each year that the Company determined is no longer probable. The amount for 2023 includes write-offs of $27,455,000 related to seven Development Rights that the Company determined were no longer probable. These costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods. Casualty and Impairment of Long-Lived Assets The Company evaluates its real estate and other long-lived assets for impairment when potential indicators of impairment exist. Such assets are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an asset may not be recoverable, the Company assesses its recoverability by comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Company recognizes an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. Based on periodic tests of recoverability of long-lived assets, for the years ended December 31, 2025, 2024 and 2023, the Company did not recognize any material impairment losses. During the years ended December 31, 2025, 2024 and 2023 the Company recognized expense of $1,276,000, $2,935,000 and $9,118,000, respectively, for the property and casualty damage to certain of the Company's communities, reported as casualty and impairment loss on the accompanying Consolidated Statements of Comprehensive Income. The charge for the year ended December 31, 2025 related primarily to damage from a water pipe break at a community in Massachusetts. The charges for the year ended December 31, 2024 related to flooding and water damage at communities in California from extensive rainfall and a fire at a community in New Jersey. The charges for the year ended December 31, 2023 related to damage to certain communities in the Northeast and California regions from severe weather. The Company assesses its portfolio of land held for both development and investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land. For the years ended December 31, 2025, 2024 and 2023, the Company did not recognize any impairment charges on its investment in land. The Company evaluates its unconsolidated investments for other than temporary impairment, considering both whether the carrying value of the investment exceeds the fair value, and the Company’s intent and ability to hold the investment to recover its carrying value. The Company also evaluates its proportionate share of any impairment of assets held by unconsolidated investments. The Company did not recognize any other than temporary impairment losses during the years ended December 31, 2025, 2024 or 2023.
F-18
Assets Held for Sale and Discontinued Operations The Company presents the assets and liabilities of any communities which have been sold, or otherwise qualify as held for sale, separately in the accompanying Consolidated Balance Sheets. In addition, the results of operations for those assets that meet the definition of discontinued operations are presented as such in the accompanying Consolidated Statements of Comprehensive Income. Real estate assets held for sale are measured at the lower of the carrying amount or the fair value less the cost to sell. Upon the classification of an asset as held for sale, no further depreciation is recorded. Disposals representing a strategic shift in operations (e.g., a disposal of a major geographic area, a major line of business or a major equity method investment) are presented as discontinued operations, and for those assets qualifying for classification as discontinued operations, the specific components of net income presented as discontinued operations include net operating income, depreciation expense and interest expense, net. For periods prior to the asset qualifying for discontinued operations, the Company reclassifies the results of operations to discontinued operations. In addition, the net gain or loss (including any impairment loss) on the eventual disposal of assets held for sale will be presented as discontinued operations when recognized. A change in presentation for held for sale or discontinued operations has no impact on the Company's financial condition or results of operations. The Company combines the operating, investing and financing portions of cash flows attributable to discontinued operations with the respective cash flows from continuing operations on the accompanying Consolidated Statements of Cash Flows. The Company had three real estate asset that qualified as held for sale at December 31, 2025. Derivative Instruments and Hedging Activities The Company enters into interest rate swap and interest rate cap agreements (collectively, Hedging Derivatives ) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivatives for trading or other speculative purposes. The Company assesses the effectiveness of qualifying hedges, both at inception and on an ongoing basis. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets and the fair values of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net on the accompanying Consolidated Statements of Comprehensive Income. For the Hedging Derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the Hedging Derivatives' fair value in accumulated other comprehensive income on the accompanying Consolidated Statements of Comprehensive Income. Amounts recorded in accumulated other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that qualify as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding hedged item. Receipts or payments associated with the gains and losses on the Company’s cash flow hedges of future fixed rate debt issuances are presented as a component of cash flows from financing activities in the period the hedges are terminated and the receipt or payments for the Company’s cash flow hedges of interest on variable rate debt are presented as a component of cash flows from operating activities. Payments for derivatives that are not designated in hedging relationships are presented as a component of cash flows from operating activities. See Note 11, Fair Value, for further discussion of derivative financial instruments. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to amounts in prior years' financial statements and notes to the financial statements to conform to current year presentations as a result of changes in held for sale classification, disposition activity and segment classification.
F-19
Leases The Company is party to leases as both a lessor and a lessee, primarily as follows: •lessor of residential and commercial space within its apartment communities; and•lessee under (i) ground leases for land underlying current operating or development communities and certain commercial and parking facilities and (ii) office leases for its corporate headquarters and regional offices. Lessee Considerations The Company assesses whether a contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset, including specified portions of larger assets, for a period of time in exchange for consideration. The Company’s leases include both fixed and variable lease payments that are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Variable lease payments are generally not included in the lease liability, but recognized as variable lease expense in the period in which they are incurred. For leases that have options to extend the term or terminate the lease early, the Company only factored the impact of such options into the lease term if the option was considered reasonably certain to be exercised. The Company determines the discount rate associated with its ground and office leases on a lease-by-lease basis using the Company’s actual borrowing rates as well as indicative market pricing for longer term rates and taking into consideration the remaining term of the lease agreements. For leases that are 12 months or less, the Company elected the practical expedient to not recognize the lease asset and liability. Lessor Considerations The Company's residential and commercial leases at its apartment communities are operating leases. For leases that include rent concessions and/or fixed and determinable rent increases, rental income is recognized on a straight-line basis over the noncancellable term of the lease, which, for residential leases, is generally one year. Some of the Company’s commercial leases have renewal options which the Company will only include in the lease term if, at the commencement of the lease, it is reasonably certain that the lessee will exercise this option. For the Company’s leases, which are comprised of a lease component and common area maintenance as a non-lease component, the Company determined that (i) the leases are operating leases, (ii) the lease component is the predominant component and (iii) all components of its operating leases share the same timing and pattern of transfer. Revenue and Gain Recognition The Company recognizes revenue for the transfer of goods and services to customers for consideration that the Company expects to receive. The majority of the Company’s revenue is derived from residential and commercial rental and other lease income, which are accounted for as discussed above, under Leases . The Company's revenue streams that are not accounted for as residential and commercial rental and other lease income include:
F-20
•Management fees - The Company has investment interests in real estate joint ventures, for which the Company may manage (i) the venture, (ii) the associated operating communities owned by the ventures and/or (iii) the construction, development or redevelopment of those communities. For these activities, the Company receives asset management, property management, development and/or redevelopment fee revenue. The performance obligation is the management of the venture, community or other defined task such as the development or redevelopment of the community. While the individual activities that comprise the performance obligation of the management fees can vary day to day, the nature of the overall performance obligation to provide management service is the same and considered by the Company to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation. The Company also provides various third party back-office, financial administrative support services. The Company recognizes revenue for fees as earned. •Non-lease related revenue - The Company recognizes revenue for items not considered to be components of a lease as earned including, but not limited to, application fees, renters insurance fees and vendor revenue sharing. •Gains or losses on sales of real estate - The Company accounts for the sale of real estate and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions. The Company recognizes the sale, and associated gain or loss from the disposition when the criteria for the sale of an asset have been met, which include when (i) a contract exists and (ii) the buyer obtained control of the nonfinancial asset that was sold. The following table details the Company’s revenue disaggregated by reportable operating segment, further discussed in Note 8, Segment Reporting, for the years ended December 31, 2025, 2024 and 2023. The segments are classified based on the individual community's status at December 31, 2025 for the years ended December 31, 2025 and 2024, and at December 31, 2024 for the year ended December 31, 2023. Segment information for total revenue excludes real estate assets that were sold from January 1, 2023 through December 31, 2025, or otherwise qualify as held for sale as of December 31, 2025, as described in Note 6, Real Estate Disposition Activities. (dollars in thousands):
F-21
Same Store
Other Stabilized
Development/Redevelopment
Non-allocated (1)
Total
For the period ended December 31, 2025
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 7,042
$ 7,042
Non-lease related revenue (2)
8,753
6,494
364
—
15,611
Total non-lease revenue
8,753
6,494
364
7,042
22,653
Lease income (3)
2,730,758
168,121
47,174
—
2,946,053
Total revenue
$ 2,739,511
$ 174,615
$ 47,538
$ 7,042
$ 2,968,706
For the period ended December 31, 2024
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 7,081
$ 7,081
Non-lease related revenue (2)
10,479
5,563
148
—
16,190
Total non-lease revenue
10,479
5,563
148
7,081
23,271
Lease income (3)
2,662,792
77,771
9,519
—
2,750,082
Total revenue
$ 2,673,271
$ 83,334
$ 9,667
$ 7,081
$ 2,773,353
For the year ended December 31, 2023
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 7,722
$ 7,722
Non-lease related revenue (2)
12,752
4,697
128
—
17,577
Total non-lease revenue
12,752
4,697
128
7,722
25,299
Lease income (3)
2,482,052
73,628
6,042
—
2,561,722
Total revenue
$ 2,494,804
$ 78,325
$ 6,170
$ 7,722
$ 2,587,021
__________________________________(1)Represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment.(2)Amounts include revenue streams related to leasing activities that are not considered components of a lease, and revenue streams not related to leasing activities including, but not limited to, application fees, renters insurance fees and vendor revenue sharing.(3)Represents residential and commercial rental and other lease income, as discussed above, under Leases . Due to the nature and timing of the Company’s identified revenue streams, there were no material amounts of outstanding or unsatisfied performance obligations as of December 31, 2025. Uncollectible Lease Revenue Reserves The Company assesses the collectability of its lease revenue and receivables on an ongoing basis by (i) assessing the probability of receiving all lease amounts due on a lease-by-lease basis, (ii) fully reserving for those leases where collection of substantially all of the remaining lease payments is not probable and (iii) subsequently, only recognizing revenue to the extent cash is received.
F-22
If the Company determines that collection of the remaining lease payments becomes probable at a future date, the Company will recognize the cumulative revenue that would have been recorded under the original lease agreement. In addition to the specific reserves recognized, the Company also evaluates its lease receivables for collectability at a portfolio level. The Company recognizes a reserve on a portfolio level when the uncollectible revenue is probable and reasonably estimable. The Company applies this reserve to the Company’s revenue and receivables not addressed as part of the specific reserve. The Company recorded an aggregate offset to income for uncollectible lease revenue, net of amounts received from government rent relief programs, for its residential and commercial portfolios of $47,240,000, $47,046,000 and $57,906,000 for the years ended December 31, 2025, 2024 and 2023, respectively. Recently Issued and Adopted Accounting Standards In December 2023, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) 2023-09, Improvements to Income Tax Disclosures, which requires (i) a tabular rate reconciliation of the reported income tax expense (benefit) from continuing operations into specific categories, (ii) separate disclosure for any reconciling items within certain categories above a quantitative threshold, (iii) disclosure of income taxes paid disaggregated by federal, state and material jurisdictions and (iv) disclosure of income tax expense from continuing operations disaggregated by federal and state. The Company adopted the guidance as of January 1, 2025, and it did not have a material effect on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires the disaggregation for certain expenses presented on the face of an entity’s income statement in the entity's disclosures. Additionally, it requires the disclosure of selling expenses and descriptions of amounts not separately disaggregated. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The Company is assessing the standard and does not expect it to have a material effect on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which updates the accounting for software implementation and development, specifically with respect to cost capitalization. The amendments replace the former model which considered prescriptive and sequential software development stages with an approach that is focused on management authorization and probability that the project will be completed and used for its intended purpose. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods within those annual periods. The Company is assessing the standard and does not expect it to have a material effect on the Company's financial position or results of operations. 2. Interest Capitalized The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company's development and redevelopment activities totaled $50,115,000, $43,185,000 and $47,133,000 for the years ended December 31, 2025, 2024 and 2023, respectively.
F-23
3. Debt The Company's debt, which consists of unsecured notes, the variable rate term loan (the Term Loan ), mortgage notes payable, the Credit Facility and Commercial Paper, each as defined below, as of December 31, 2025 and 2024 is summarized below. The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of December 31, 2025 and 2024, as shown in the accompanying Consolidated Balance Sheets (dollars in thousands) (see Note 6, Real Estate Disposition Activities ). The weighted average interest rates in the following table for secured and unsecured debt include costs of financing including debt issuance costs as well as credit enhancement and trustees' fees, the impact of interest rate hedges and mark-to-market adjustments.
December 31, 2025
December 31, 2024
Fixed rate unsecured debt (1)
$ 7,925,000
3.6%
$ 7,400,000
3.4%
Fixed rate mortgage notes payable—conventional and tax-exempt
332,602
3.9%
333,479
3.9%
Variable rate mortgage notes payable—conventional and tax-exempt
390,550
4.0%
400,950
5.2%
Total mortgage notes payable, unsecured debt
8,648,152
3.6%
8,134,429
3.5%
Credit Facility
—
—%
—
—%
Commercial paper
740,000
4.0%
—
—%
Total principal outstanding
9,388,152
3.7%
8,134,429
3.5%
Less deferred financing costs and debt discount (2)
(59,600)
(57,180)
Total
$ 9,328,552
$ 8,077,249
_________________________________(1)Includes the $550,000,000 Term Loan that has been swapped to an effective fixed rate of 4.44% using interest rate hedges.(2)Excludes deferred financing costs associated with the Credit Facility and commercial paper, which are included in Prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The availability on the Company's Credit Facility as of December 31, 2025 and 2024 was as follows (dollars in thousands):
December 31, 2025
December 31, 2024
Credit Facility commitment
$ 2,500,000
$ 2,250,000
Credit Facility outstanding
—
—
Commercial paper outstanding
(740,000)
—
Letters of credit outstanding (1)
(864)
(1,714)
Total Credit Facility available
$ 1,759,136
$ 2,248,286
_____________________________________(1)In addition, the Company had $52,584 and $45,910 outstanding in additional letters of credit unrelated to the Credit Facility as of December 31, 2025 and 2024, respectively. The following debt activity occurred during the year ended December 31, 2025:
F-24
•In April 2025, the Company entered into the Seventh Amended and Restated Revolving Loan Agreement with a syndicate of banks, amending the prior credit facility, dated September 27, 2022. The amended and restated Credit Facility (i) increased the borrowing capacity under the Credit Facility from $2,250,000,000 to $2,500,000,000, and (ii) extended the term from September 2026 to April 2030. The interest rate that would be applicable to borrowings under the Credit Facility was 4.58% at December 31, 2025 and was composed of (i) the Secured Overnight Financing Rate ( SOFR ), applicable to the period of borrowing for a particular draw of funds from the Credit Facility (e.g., one month to maturity, three months to maturity, etc.), plus (ii) the current borrowing spread to SOFR of 0.705% per annum, assuming a daily SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65% to SOFR plus 1.40% based upon the rating of the Company's unsecured senior notes. There is also an annual facility commitment fee of 0.12% of the borrowing capacity under the Credit Facility, which can vary from 0.10% to 0.30% based upon the rating of the Company's unsecured senior notes. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets, specifically greenhouse gas emission reductions, with the adjustment determined annually. An annual determination under the sustainability-linked pricing component occurred in July 2025, maintaining reductions of approximately 0.02% to the interest rate margin and 0.005% to the commitment fee due to the Company's achievement of sustainability targets. On August 1, 2025, the Company amended the Credit Facility to extend the applicability of its sustainability-linked pricing component. All other terms of the Credit Facility, including its maturity date of April 2030, remain unchanged. •In April 2025, the Company entered into a $450,000,000 Term Loan which matures in April 2029. On August 1, 2025, the Company amended the Term Loan to (i) exercise its full accordion option to increase the amount of its Term Loan by $100,000,000 to $550,000,000 and (ii) extend the applicability of its sustainability-linked pricing component. During the year ended December 31, 2025, the Company drew down the $550,000,000 available under the Term Loan and entered into $550,000,000 notional amount of interest rate swaps to hedge the impact of variability in interest rates on the Term Loan. The swaps are coterminous with the Term Loan, maturing in April 2029. The Term Loan bears interest at varying levels based on (i) the SOFR applicable to the period of borrowing for a particular draw of funds from the facility, which rate is recalculated at the end of each such period if the Term Loan remains outstanding, (ii) a stated spread over SOFR that can vary from SOFR plus 0.70% to SOFR plus 1.60% per annum based upon the rating of the Company’s unsecured and unsubordinated long-term indebtedness and (iii) a sustainability spread adjustment that can range from (0.02)% to 0.02%. The current borrowing spread to SOFR under the Term Loan is 0.78% per annum, inclusive of a sustainability spread adjustment of (0.02)%. Including the impact of these swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and the Company's current borrowing spread to SOFR, the effective interest rate on borrowings under the Term Loan is fixed at 4.44%. •In April 2025, the Company increased the capacity of the Commercial Paper Program from $500,000,000 to $1,000,000,000. Under the terms of the Commercial Paper Program, the Company may issue unsecured commercial paper notes with maturities of less than one year. The program is backstopped by the Company's commitment to maintain available borrowing capacity under its unsecured credit facility in an amount equal to actual borrowings under the program. •In June 2025, the Company repaid $525,000,000 of its 3.45% coupon unsecured notes at par upon maturity.
F-25
•In July 2025, the Company issued $400,000,000 principal amount of unsecured notes in a public offering under its existing shelf registration statement for proceeds net of underwriting fees and discounts of approximately $394,888,000, before considering the impact of other offering costs. The notes mature in August 2035 and were issued at a 5.00% coupon. The effective interest rate on the notes is 5.05%, considering the net proceeds and including the impact of offering costs and hedging activity. •In November 2025, the Company repaid $300,000,000 of its 3.50% coupon unsecured notes at par upon maturity. •In December 2025, the Company issued $400,000,000 principal amount of unsecured notes in a public offering under its existing shelf registration statement for proceeds net of underwriting fees and discounts of approximately $397,424,000, before considering the impact of other offering costs. The notes mature in December 2030 and were issued at a 4.35% coupon. The effective interest rate on the notes is 4.52%, considering the net proceeds and including the impact of offering costs and hedging activity. In the aggregate, secured notes payable mature at various dates from March 2027 through July 2066, and are secured by certain apartment communities (with a net carrying value of $1,208,731,000, excluding communities classified as held for sale, as of December 31, 2025). Scheduled payments and maturities of secured notes payable and unsecured debt outstanding at December 31, 2025 were as follows (dollars in thousands):
Year
Secured notes principal payments and maturities
Unsecured debt maturities
Stated interest rate ofunsecured debt
2026
$ 11,811
$ 475,000
2.95%
300,000
2.90%
2027
248,859
400,000
3.35%
2028
13,902
450,000
3.20%
400,000
1.90%
2029
126,262
450,000
3.30%
550,000
SOFR + 0.78%
2030
3,300
700,000
2.30%
400,000
4.35%
2031
3,500
600,000
2.45%
2032
4,000
700,000
2.05%
2033
5,000
350,000
5.00%
400,000
5.30%
2034
10,900
400,000
5.35%
2035
13,400
400,000
5.00%
Thereafter
282,218
350,000
3.90%
300,000
4.15%
300,000
4.35%
$ 723,152
$ 7,925,000
F-26
The Company's unsecured notes are redeemable at the Company's option, in whole or in part, generally at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted at a rate equal to the yield on U.S. Treasury securities with a comparable maturity plus a spread between 10 and 30 basis points depending on the specific series of unsecured notes, plus accrued and unpaid interest to the redemption date. The Company is subject to financial covenants contained in the Credit Facility, the Term Loan and the indentures under which the unsecured notes were issued. The principal financial covenants include the following: •limitations on the amount of total and secured debt in relation to the Company's overall capital structure;•limitations on the amount of the Company's unsecured debt relative to the undepreciated basis of real estate assets that are not encumbered by property-specific financing; and•minimum levels of debt service coverage. The Company was in compliance with these covenants at December 31, 2025. 4. Equity As of December 31, 2025 and 2024, the Company's charter had authorized for issuance a total of 280,000,000 shares of common stock and 50,000,000 shares of preferred stock. During the year ended December 31, 2025, the Company: i.issued 8,759 shares of common stock in connection with stock options exercised;ii.issued 3,761 shares of common stock through the Company's dividend reinvestment plan;iii.issued 183,260 shares of common stock in connection with restricted stock grants and the conversion of performance awards to shares of common stock;iv.issued 20,094 shares of common stock through the Employee Stock Purchase Plan; v.issued 367,113 shares of common stock through the settlement of the equity forward contracts under the CEP;vi.withheld 74,517 shares of common stock to satisfy employees' tax withholding and other liabilities;vii.canceled 3,116 shares of restricted common stock upon forfeiture; andviii.repurchased 2,678,719 shares of common stock through the 2020 Stock Repurchase Program and 2025 Stock Repurchase Program, discussed below. Deferred compensation granted under the Company's Second Amended and Restated 2009 Equity Incentive Plan (the Plan ) does not impact the Company's Consolidated Financial Statements until recognized as compensation cost. The Company has a CEP under which the Company may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of its common stock from time to time. Actual sales will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's common stock and the Company's determinations of the appropriate funding sources. The Company expects that, if entered into, it will physically settle each forward sale agreement on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward agreement multiplied by the forward sale price. However, the Company may also elect to cash settle or net share settle a forward sale agreement. In connection with each forward sale agreement, the Company will pay the forward seller, in the form of a reduced initial forward sale price, a commission of up to 1.5% of the sales prices of all borrowed shares of common stock sold. During the year ended December 31, 2025, the Company settled the outstanding forward contracts that were entered into under the CEP during the year ended December 31, 2024, selling 367,113 shares of common stock for proceeds, net of fees, of $81,333,000, based on the gross weighted average price of $223.27 per share. During the year ended December 31, 2025, the Company did not have any new forward sale agreements under the CEP. As of December 31, 2025, the Company had $623,997,000 remaining authorized for issuance under the program.
F-27
In addition to the CEP, during the year ended December 31, 2024, the Company entered into the September 2024 Equity Offering pursuant to which we entered into forward contracts to sell 3,680,000 shares of common stock at a discount to the closing price of $226.52 per share for approximate net proceeds of $808,606,000 based on the initial forward price. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor. During the year ended December 31, 2025, the Company amended each of the forward contracts related to the September 2024 Equity Offering to extend the settlement of the forward contracts to a date no later than December 31, 2026. In October 2025, the Company terminated the 2020 Stock Repurchase Program, which had $162,407,000 remaining authorized for purchase, and adopted a new 2025 Stock Repurchase Program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $500,000,000. During the year ended December 31, 2025, the Company repurchased 2,678,719 shares of common stock at an average price of $182.20 per share, including fees, for a total of $488,115,000 under the 2020 Stock Repurchase Program and 2025 Stock Repurchase Program. During the year ended December 31, 2024, the Company had no repurchases under the 2020 Stock Repurchase Program. During the year ended December 31, 2023, the Company repurchased 11,800 shares of common stock at an average price of $161.96 under the 2020 Stock Repurchase program. As of December 31, 2025, the Company had $163,769,000 remaining authorized for purchase under the 2025 Stock Repurchase Program. 5. Investments Investments in Consolidated Real Estate Entities Details regarding communities acquired in 2025, 2024 and 2023, are summarized in the following table (dollars in thousands):
Community name
Location
Number of communities
Apartment Homes
Purchase price
Commercial square feet
Avalon Hill Country
Austin, TX
1
554
$ 136,000
—
Avalon Wolf Ranch
Georgetown, TX
1
303
51,000
—
eaves Twin Creeks (1)
Allen, TX
1
216
44,784
—
Avalon Benbrook (1)
Benbrook, TX
1
301
60,194
—
Avalon Castle Hills (1)
Lewisville, TX
1
276
65,491
—
Avalon Frisco (1)
Frisco, TX
1
330
80,419
—
Avalon Frisco North (1)
Frisco, TX
1
349
88,606
—
eaves North Dallas (1)
Dallas, TX
1
372
76,085
—
Avalon at Palisades
Charlotte, NC
1
274
72,300
—
Avalon Coconut Creek
Coconut Creek, FL
1
270
99,000
—
eaves Redmond Campus II
Redmond, WA
1
40
15,650
—
Avalon Townhome Collection Brier Creek
Durham, NC
1
93
36,500
—
Total 2025 acquisitions
12
3,378
$ 826,029
—
Total 2024 acquisitions
6
1,441
$ 460,100
1,700
Total 2023 acquisitions
3
1,131
$ 277,200
—
(1) Included in the transaction to acquire six apartment communities in the Dallas-Fort Worth metropolitan area during the year ended December 31, 2025. During the year ended December 31, 2025, the Company acquired the six apartment communities in the Dallas-Fort Worth metropolitan area included in the list above, containing 1,844 apartment homes for $415,579,000. The consideration was comprised of a cash payment of $193,000,000 and the final shares issued, adjusted for rounding, of 1,059,995 DownREIT Units,
F-28
which were valued based on the closing price of the Company's common stock on the acquisition date. The DownREIT Units are entitled to receive distributions at the same rate as dividends on a share of the Company’s common stock (pro rated for the time outstanding during the first quarter of issuance). Beginning on April 30, 2026, holders of DownREIT Units may present some or all of their units for redemption, being entitled to receive a cash amount per unit that is related to the then fair market value of the Company’s common stock, except that in lieu of such cash redemption the Company may elect to redeem units in exchange for an equal number of shares of the Company’s common stock. In addition, during the year ended December 31, 2025, the Company acquired its joint venture partner's 50% interest in Avalon Alderwood Place, a 328 home community in Lynnwood, WA for a purchase price of $71,250,000. With the buyout of the joint venture partner's interest, Avalon Alderwood Place is now a wholly owned community and consolidated for financial reporting purposes. Structured Investment Program The Company operates a Structured Investment Program (the SIP ), an investment platform through which the Company provides mezzanine loans or preferred equity to third-party multifamily developers. During the year ended December 31, 2025, the Company entered into two additional commitments, agreeing to provide an investment of up to $48,000,000 in multifamily development projects in California and Southeast Florida. As of December 31, 2025, the Company had nine commitments to fund up to $239,585,000 in the aggregate. The Company's investment commitments have a weighted average rate of return of 11.7% and a weighted average initial maturity date of May 2027. As of December 31, 2025 and 2024, the Company had funded $210,628,000 and $186,549,000 of its commitments, respectively. The Company recognized interest income of $27,172,000, $16,022,000 and $6,189,000 for the years ended December 31, 2025, 2024 and 2023, respectively, from the SIP. Interest income and any change in the expected credit loss are included as a component of Structured Investment Program interest income on the accompanying Consolidated Statements of Comprehensive Income. The Company evaluates each SIP commitment to determine the classification as a loan or an investment in a real estate development project. As of December 31, 2025, all of the SIP commitments are classified as loans. The Company includes amounts outstanding under the SIP as a component of prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The Company evaluates the credit risk for each commitment on an ongoing basis, estimating the reserve for credit losses using relevant available information from internal and external sources. Market-based historical credit loss data provides the basis for the estimation of expected credit losses, with adjustments, if necessary, for differences in current commitment-specific risk characteristics, such as the amount of equity capital provided by a borrower, amount of senior debt secured by the project, nature of the real estate being developed or other factors. Unconsolidated Investments The Company accounts for its investments in unconsolidated entities under the equity method of accounting, NAV, or under the measurement alternative, as discussed in Note 1, Organization, Basis of Presentation and Significant Accounting Policies, under Principles of Consolidation. As of December 31, 2025, the Company had investments in four unconsolidated entities with real estate holdings, with ownership interests ranging from 20.0% to 28.6%, coupled with other unconsolidated investments including investments in third-party property technology and sustainability focused companies through investment management funds. The significant accounting policies of the unconsolidated investments are consistent with those of the Company in all material respects. Certain of these investments are subject to various buy‑sell provisions or other rights which are customary in real estate joint venture agreements. The Company and its partners in these entities may initiate these provisions to either sell the Company's interest or acquire the interest from the Company's partner. The Company is responsible for the day-to-day operations of the unconsolidated communities below and is the management agent subject to the terms of management agreements for all communities except for Brandywine Apartments of Maryland, LLC, which is managed by a third party. The following presents the Company's unconsolidated investments for the years ended December 31, 2025, 2024 and 2023, including significant activities during those years:
F-29
Legacy JV—As part of the Archstone Acquisition the Company entered into a limited liability company agreement with Equity Residential, through which it assumed obligations of Archstone in the form of preferred interests, some of which were governed by tax protection arrangements (the Legacy JV ). The Company has a 40.0% interest in the Legacy JV. During the years ended December 31, 2025, the Legacy JV redeemed the remaining outstanding preferred interest, with the Company contributing its proportionate share of $13,864,000 to the Legacy JV. During the years ended December 31, 2024 and 2023, the Legacy JV redeemed certain of the preferred interests and paid accrued dividends, for which the Company contributed $1,320,000 and $940,000, respectively. At December 31, 2025, after redemption, the Legacy JV had no remaining outstanding preferred interests. NYTA MF Investors LLC ( NYC Joint Venture )—During 2018, the Company contributed five wholly-owned communities containing an aggregate of 1,301 apartment homes and 58,000 square feet of commercial space, located in New York City, NY, to a newly formed joint venture with the intent to own and operate the communities. The Company retained a 20.0% equity interest in the venture with the partners sharing in returns in accordance with their ownership interests. NYC Joint Venture has outstanding $394,734,000 fixed rate mortgage loans that are payable by the venture. The Company has not guaranteed the debt of NYC Joint Venture, nor does the Company have any obligation to fund this debt should NYC Joint Venture be unable to do so. MVP I, LLC—During 2004, the Company entered into a joint venture agreement with an unrelated third-party to develop Avalon at Mission Bay II, an apartment community located in San Francisco, CA, which completed construction during 2006 and contains 313 apartment homes. The Company has a 25.0% equity interest in the venture. During the year ended December 31, 2025, MVP I, LLC repaid its $103,000,000 outstanding fixed rate mortgage loan at par upon maturity. The equity investors contributed capital in proportion to their ownership interests to repay the outstanding loan. Brandywine Apartments of Maryland, LLC ( Brandywine )—The Company acquired its interest in Brandywine as part of the Archstone Acquisition. Brandywine owns a 305 apartment home community located in Washington, D.C. Brandywine is comprised of five members who hold various interests in the joint venture, with the Company having a 28.6% equity interest in Brandywine. Brandywine had an outstanding $17,651,000 fixed rate mortgage loan that is payable by the venture. The Company has not guaranteed the debt of Brandywine, nor does the Company have any obligation to fund this debt should Brandywine be unable to do so. Avalon Alderwood MF Member, LLC—During 2019, the Company entered into a joint venture to develop, own, and operate Avalon Alderwood Place, an apartment community located in Lynnwood, WA, which completed construction during 2022 and contains 328 apartment homes. The Company owned a 50% interest in the venture prior to acquiring its joint venture partner's 50% interest during the year ended December 31, 2025 for a purchase price of $71,250,000 accounted for under the cost accumulation method. With the buyout of the joint venture partner's interest, Avalon Alderwood Place is now a wholly owned community and consolidated for financial reporting purposes. Arts District Joint Venture—During 2020, the Company entered into a joint venture to develop, own, and operate AVA Arts District, an apartment community located in Los Angeles, CA, which completed construction and contains 475 apartment homes and 57,000 square feet of commercial space. As of December 31, 2025, the Company has a 25.0% interest in the venture. In June 2025, the Arts District joint venture secured a variable rate loan of up to $173,000,000. The outstanding borrowing is subject to an interest rate cap, which will limit the interest rate to 8.2%, based on the current borrowing spread. The loan matures in July 2028 and has two one-year extension options, subject to certain conditions. The joint venture used the proceeds to repay its outstanding $158,735,000, variable rate construction loan which was scheduled to mature in August 2025. The Company has provided the lender a partial payment guarantee for 25% of the loan's maximum borrowing capacity, on behalf of the venture. Any amounts payable under the 25% loan guarantee by the Company are obligations of the joint venture partners in proportion to their ownership interest, and in the event the Company is obligated to perform under its loan guarantee, its joint venture partner is obligated to reimburse the Company for 75% of amounts paid. As of December 31, 2025, the loan had an outstanding principal balance of $162,104,000. The venture is an unconsolidated VIE as the Company is not the primary beneficiary due to shared control and decision making with its venture partner. The Company and its venture partner share decision making authority for all significant aspects of the venture's activities including, but not limited to, changes in ownership, changes to the development plan or budget, and major operating decisions including annual business plans.
F-30
Property Technology and Environmental Investments—The Company has invested $72,428,000 in various third-party property technology and sustainability focused companies directly and indirectly through investment management funds. The Company’s interest in each individual investment is minor such that the Company does not have influence over operating or financial policies of the investments. In addition, as of December 31, 2025, the Company had $46,287,000 in outstanding equity commitments, with the timing and amount for these commitments to be fulfilled dependent on if, and when, investment opportunities are identified by the respective funds. During the years ended December 31, 2025, 2024 and 2023, the Company recognized realized and unrealized gains of $39,247,000, $33,137,000 and $4,161,000, respectively, related to these investments, which was reported as a component of income from unconsolidated investments on the accompanying Consolidated Statements of Comprehensive Income. 6. Real Estate Disposition Activities Details regarding the real estate sales, which resulted in a net gain in accordance with GAAP of $335,713,000, excluding residential condominiums at The Park Loggia and post disposition gain (loss) true ups, are summarized in the following table (dollars in thousands):
Community name
Location
Period of sale
Apartment Homes
Grosssales price
Gain (Loss) on disposition (1)
Commercial square feet
Avalon Wilton on River Road
Wilton, CT
Q1 2025
102
$ 65,100
$ 56,476
—
Avalon Wesmont Station I & II
Wood-Ridge, NJ
Q2 2025
406
161,500
99,636
18,000
Avalon at Gallery Place
Washington D.C.
Q3 2025
203
87,100
63,026
9,000
Avalon First and M
Washington D.C.
Q3 2025
469
181,750
41,499
4,000
AVA NoMa
Washington D.C.
Q3 2025
438
142,480
31,051
7,000
Avalon Brooklyn Bay
Brooklyn, NY
Q3 2025
180
74,500
(1,668)
—
Archstone Redmond Lakeview
Redmond, WA
Q3 2025
166
63,250
34,454
—
AVA H Street
Washington D.C.
Q3 2025
138
36,000
12,175
—
Other real estate
Multiple
2025
N/A
—
4,241
—
Total of 2025 asset sales
2,102
$ 811,680
$ 340,890
38,000
Total of 2024 asset sales
1,532
$ 726,200
$ 363,208
24,000
Total of 2023 asset sales
987
$ 446,000
$ 287,587
27,000
(1) Gain (Loss) on disposition was reported in gain on sale of communities, net on the accompanying Consolidated Statements of Comprehensive Income. As of December 31, 2025, the Company had three real estate assets that qualified as held for sale. 7. Commitments and Contingencies Employment Agreements and Arrangements The standard restricted stock, option and performance award agreements used by the Company in its compensation program provide that upon an employee's termination without cause or the employee's Retirement (as defined in the agreement), (i) all outstanding stock options and restricted shares of stock held by the employee will vest, and the employee will have up to 12 months or until the fifth anniversary of the grant date, if later, or until the option expiration date, if earlier, to exercise any options
F-31
then held and (ii) a pro rata share (based on the portion of the performance period that has been completed) of performance awards that have completed at least one year of their performance period shall vest, with settlement to occur at the end of the performance period in accordance with achievement thereunder. Under the agreements, Retirement generally means a termination of employment and other business relationships, other than for cause, after attainment of age 50, provided certain conditions are met, including that (i) the employee has worked for the Company for at least 10 years, (ii) the employee's age at Retirement plus years of employment with the Company equals at least 70 and (iii) the employee provides at least six months written notice of intent to retire. If a sale event (as defined in the agreement) of the Company occurs, all outstanding multiyear performance awards will vest at their target value and will settle. The Company also has an Officer Severance Program (the “Program”). Under the Program, in the event an officer who is not otherwise covered by a severance arrangement is terminated (other than for cause), or chooses to terminate his or her employment for good reason (as defined in the agreement), in either case in connection with or within 24 months following a sale event (as defined in the agreement) of the Company, such officer will generally receive a cash lump sum payment equal to a multiple of the officer's covered compensation (base salary plus annual cash bonus). The multiple is one time for vice presidents and senior vice presidents, two times for executive vice presidents and three times for the chief executive officer. The officer's restricted stock, options and performance awards would also vest. Costs related to the Program are deferred and recognized over the requisite service period when considered by management to be probable and estimable. Legal Contingencies The Company recognizes a loss associated with contingent legal matters when the loss is probable and estimable. In 2022 and early 2023, the Company was named as a defendant in cases brought by private litigants alleging antitrust violations by RealPage, Inc. and owners and/or operators of multifamily housing which utilize revenue management systems provided by RealPage, Inc. The Company engaged with the plaintiffs' counsel to explain why it believed that these cases were without merit as they pertained to the Company. Following these discussions, the plaintiffs filed a notice of voluntary dismissal in July 2023, which resulted in the Company being dismissed without prejudice from these cases. Subsequently, on November 1, 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc. and a number of owners and/or operators of multifamily housing in the District of Columbia, including the Company, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data (the D.C. Antitrust Litigation ). The court has denied the Company’s motions to dismiss and for judgment on the pleadings.On January 15, 2025, the Office of the Attorney General of the State of Maryland filed a lawsuit similar to the D.C. Antitrust Litigation in the Circuit Court for Prince George’s County, Maryland in which RealPage, Inc. and a number of owners and/or operators of multifamily properties in Maryland, including the Company, have been named and alleged to have violated state antitrust law (the “Maryland Antitrust Litigation”). On February 28, 2025, the Company filed a motion to dismiss. On April 23, 2025, the Attorney General of the State of New Jersey and the New Jersey Division of Consumer Affairs filed a lawsuit similar to the D.C. Antitrust Litigation and the Maryland Antitrust Litigation in the U.S. District Court for the District of New Jersey. The lawsuit alleges that RealPage, Inc. and a number of owners and/or operators of multifamily properties in New Jersey, including the Company, violated federal and state antitrust laws and the state consumer fraud law (the “New Jersey Antitrust Litigation”) by unlawfully agreeing to use RealPage, Inc. revenue management systems and other related actions. On July 29, 2025, the Company filed a motion to dismiss. While the Company intends to vigorously defend against the D.C. Antitrust Litigation, the Maryland Antitrust Litigation and the New Jersey Antitrust Litigation, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuits. The Company is involved in various other claims and/or administrative proceedings that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations.
F-32
Lease Obligations The Company owns seven apartment communities, two commercial properties and one development community located on land subject to ground leases expiring between July 2046 and May 2123. The Company has purchase options for all ground leases expiring prior to 2062. The ground leases for six of the seven apartment communities, the two commercial properties and one development community are operating leases, with rental expense recognized on a straight-line basis over the lease term. In addition, the Company is party to 13 leases for its corporate and regional offices with varying terms through 2033, all of which are operating leases. During the year ended December 31, 2025, the Company did not enter into any new ground leases. During the year ended December 31, 2024, the Company entered into a new ground lease at Avalon Mission Valley, a development community in San Diego, CA, expiring May 2123, resulting in minimum lease payments over the term of the lease of $155,600,000. During the year ended December 31, 2025, the Company reached a construction milestone under the ground lease which activated a completion guaranty, obligating the Company to complete construction of the community and certain off-site infrastructure improvements prior to May 2030. As of December 31, 2025 and 2024, the Company had total operating lease assets of $119,888,000 and $126,572,000, respectively, and lease obligations of $145,319,000 and $153,333,000, respectively, reported as components of right of use lease assets and lease liabilities, respectively, on the accompanying Consolidated Balance Sheets. The Company incurred costs of $14,827,000, $16,298,000 and $16,342,000 for the years ended December 31, 2025, 2024 and 2023, respectively, related to operating leases. The Company has one apartment community located on land subject to a ground lease and four leases for portions of parking garages adjacent to apartment communities, that are finance leases. As of December 31, 2025 and 2024, the Company had total finance lease assets of $27,649,000 and $28,082,000, respectively, and total finance lease obligations of $19,881,000 and $19,949,000, respectively, reported as components of right of use lease assets and lease liabilities on the accompanying Consolidated Balance Sheets. The following table details the weighted average remaining lease term and discount rates for the Company’s ground and office leases:
Weighted-average remaining lease term - finance leases
20 years
Weighted-average remaining lease term - operating leases
52 years
Weighted-average discount rate - finance leases
4.63%
Weighted-average discount rate - operating leases
5.20%
The following table details the future minimum payments of the Company's current leases as of December 31, 2025 (dollars in thousands):
Operating Leases
Financing Leases
2026
$ 15,653
$ 1,091
2027
15,732
1,095
2028
14,838
1,096
2029
13,887
1,099
2030
12,742
1,101
Thereafter
392,364
33,562
Total
465,216
39,044
Less discount for time value
(319,897)
(19,163)
Lease liability
$ 145,319
$ 19,881
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8. Segment Reporting The Company's reportable operating segments include Same Store, Other Stabilized and Development/Redevelopment. Annually as of January 1, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change. •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. For the year ended December 31, 2025, Same Store communities are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2024, are not conducting or are not expected to conduct substantial redevelopment activities and are not held for sale as of December 31, 2025. 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. •Other Stabilized is composed of completed consolidated communities that the Company owns and that are not Same Store but that had stabilized occupancy, as defined above, as of January 1, 2025, or which were acquired during the years ended December 31, 2025 or 2024. Other Stabilized excludes communities that are conducting or are probable to conduct substantial redevelopment activities within the fiscal year. •Development/Redevelopment is composed of (i) consolidated communities that are either currently under construction, or were under construction during the fiscal year, which may be partially or fully complete and operating, (ii) consolidated communities where substantial redevelopment is in progress or is probable to begin during the fiscal year and (iii) communities that have been complete for less than one year and did not have stabilized occupancy, as defined above, as of January 1, 2025. In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment. The Company's segment disclosures present the measure(s) used by the Chief Operating Decision Maker ( CODM ) for assessing each segment's performance. The Company's CODM is comprised of several members of its executive management team, including its Chief Executive Officer and President, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, and Executive Vice President- Portfolio and Asset Management. The CODM uses net operating income ( NOI ) as the primary financial measure for Same Store communities and Other Stabilized communities. NOI is defined by the Company as total property revenue less direct property operating expenses (including property taxes), and excluding corporate-level income (including management, development and other fees), property management and other indirect operating expenses, net of corporate income, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, Structured Investment Program interest income, depreciation expense, income tax expense (benefit), casualty and impairment loss, gain on sale of communities, net, other real estate activity and net operating income from real estate assets sold or held for sale. The CODM evaluates the Company's financial performance on a consolidated residential and commercial basis. The commercial results attributable to the non-apartment components of the Company's mixed-use communities and other nonresidential operations represent 1.6%, 1.7% and 1.8% of total NOI for the years ended December 31, 2025, 2024 and 2023, respectively. Although the Company considers NOI a useful measure of a community's or communities' operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP. NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income and consistent with how the Company's CODM evaluates total NOI.
F-34
A reconciliation of NOI to net income for years ended December 31, 2025, 2024 and 2023 is as follows (dollars in thousands):
For the year ended December 31,
2025
2024
2023
Net income
$ 1,056,599
$ 1,082,175
$ 928,438
Property management and other indirect operating expenses, net of corporate income
147,548
162,594
134,312
Expensed transaction, development and other pursuit costs, net of recoveries
10,846
18,341
33,479
Interest expense, net
259,181
226,589
205,992
Loss on extinguishment of debt, net
—
—
150
General and administrative expense
86,679
77,697
76,534
Income from unconsolidated investments
(39,691)
(32,231)
(8,436)
Structured Investment Program interest income
(27,476)
(18,451)
(5,018)
Depreciation expense
913,376
846,853
816,965
Income tax (benefit) expense
(1,135)
445
10,153
Casualty and impairment loss
1,276
2,935
9,118
Gain on sale of communities, net
(335,713)
(363,300)
(287,424)
Other real estate activity
(4,131)
(753)
(174)
Net operating income from real estate assets sold or held for sale
(46,410)
(92,814)
(123,303)
Net operating income
$ 2,020,949
$ 1,910,080
$ 1,790,786
The following is a summary of NOI from real estate assets sold or held for sale for the periods presented (dollars in thousands):
For the year ended December 31,
2025
2024
2023
Rental income from real estate assets sold or held for sale
$ 72,019
$ 140,404
$ 180,888
Operating expenses from real estate assets sold or held for sale
(25,609)
(47,590)
(57,585)
Net operating income from real estate assets sold or held for sale
$ 46,410
$ 92,814
$ 123,303
The primary performance measure for communities under development or redevelopment depends on the stage of completion. While under development, management monitors actual construction costs against budgeted costs as well as lease-up pace and rent levels compared to budget. The following table details the Company's segment information as of the dates specified (dollars in thousands). The segments are classified based on the individual community's status at December 31, 2025 for the years ended December 31, 2025 and 2024 and at December 31, 2024 for the year ended December 31, 2023. Segment information for the years ended December 31, 2025, 2024 and 2023 has been adjusted to exclude the real estate assets that were sold from January 1, 2023 through December 31, 2025, or otherwise qualify as held for sale as of December 31, 2025, as described in Note 6, Real Estate Disposition Activities.
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For the year ended December 31, 2025
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 2,739,511
$ 174,615
$ 47,538
$ 2,961,664
Same Store Operating Expense
Property Taxes
(306,405)
(306,405)
Payroll
(156,693)
(156,693)
Repairs & Maintenance
(159,930)
(159,930)
Utilities
(112,313)
(112,313)
Office Operations
(62,249)
(62,249)
Insurance
(42,098)
(42,098)
Marketing
(16,929)
(16,929)
Same Store Operating Expense
(856,617)
—
—
(856,617)
Non-Same Store Operating Expense
—
(61,014)
(23,084)
(84,098)
Total Expenses
(856,617)
(61,014)
(23,084)
(940,715)
Total NOI
$ 1,882,894
$ 113,601
$ 24,454
$ 2,020,949
Gross Real Estate
$ 23,850,464
$ 2,592,636
$ 2,675,257
$ 29,118,357
For the year ended December 31, 2024
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 2,673,271
$ 83,334
$ 9,667
$ 2,766,272
Same Store Operating Expense
Property Taxes
(303,406)
(303,406)
Payroll
(150,476)
(150,476)
Repairs & Maintenance
(146,516)
(146,516)
Utilities
(106,687)
(106,687)
Office Operations
(62,250)
(62,250)
Insurance
(39,434)
(39,434)
Marketing
(15,259)
(15,259)
Same Store Operating Expense
(824,028)
—
—
(824,028)
Non-Same Store Operating Expense
—
(26,305)
(5,859)
(32,164)
Total Expenses
(824,028)
(26,305)
(5,859)
(856,192)
Total NOI
$ 1,849,243
$ 57,029
$ 3,808
$ 1,910,080
Gross Real Estate
$ 23,563,613
$ 1,618,830
$ 1,519,907
$ 26,702,350
For the year ended December 31, 2023
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 2,494,804
$ 78,325
$ 6,170
$ 2,579,299
Same Store Operating Expense
Property Taxes
(278,381)
(278,381)
Payroll
(145,542)
(145,542)
Repairs & Maintenance
(135,751)
(135,751)
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Utilities
(88,642)
(88,642)
Office Operations
(61,676)
(61,676)
Insurance
(34,941)
(34,941)
Marketing
(14,151)
(14,151)
Same Store Operating Expense
(759,084)
—
—
(759,084)
Non-Same Store Operating Expense
—
(24,587)
(4,842)
(29,429)
Total Expenses
(759,084)
(24,587)
(4,842)
(788,513)
Total NOI
$ 1,735,720
$ 53,738
$ 1,328
$ 1,790,786
Gross Real Estate
$ 22,236,978
$ 1,269,462
$ 1,600,314
$ 25,106,754
________________________(1)Does not include non-allocated revenue. Non-allocated revenue represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment. Non-allocated revenue is $7,042, $7,081 and $7,722 for the years ended December 31, 2025, 2024 and 2023, respectively. (2)Does not include non-allocated gross real estate and land held for development. Non-allocated gross real estate is $99,952, $118,341 and $70,822 for the years ended December 31, 2025, 2024 and 2023, respectively. Land held for development gross real estate is $123,751, $151,922 and $199,062 for the years ended December 31, 2025, 2024 and 2023, respectively. 9. Stock-Based Compensation Plans The Company's Plan includes an authorization to issue shares of the Company's common stock, par value $0.01 per share. At December 31, 2025, the Company had 4,497,534 shares remaining available to issue under the Plan, exclusive of shares that may be issued to satisfy currently outstanding awards such as stock options or performance awards. The Plan provides for equity awards to associates, officers, non-employee directors and other key personnel of the Company and its subsidiaries in the form of restricted stock, restricted stock units, stock options that qualify as incentive stock options ( ISOs ) under Section 422 of the Code, non-qualified stock options, stock appreciation rights and performance awards, among others. The Plan expires in 2027, however before its expiration the Company expects to amend the plan or adopt a new plan to allow for continued grants of equity awards. The Company's share-based compensation framework includes annual restricted stock awards and multi-year performance awards (the Performance Awards ). The annual restricted stock vests over a three-year period at one-third per year. For annual restricted stock awards, in lieu of restricted stock, an officer may elect to receive up to 100% of the award value, in increments of 25%, in the form of stock options, which vests consistent with the restricted stock awards. Annually, the Company grants a target number of performance awards, with the ultimate award determined by the total shareholder return of the Company's common stock and/or operating performance metrics, measured over a performance period of three years. Performance units earned at the end of the measurement period are settled in fully vested shares of common stock and a payment of a cash amount representing accrued dividends on earned performance awards. The Company granted supplemental stock options in February 2021, that have a ten-year term and cliff vested on March 1, 2023. The options were granted at an exercise price that equaled the closing stock price on the grant date with recipients having 12 months to exercise the option if terminated without cause and will have until the expiration date to exercise the options if they retire. For Performance Awards, after the first year of the performance period, if an employee's employment terminates on account of death, disability, retirement, or termination without cause, the employee's target grant will be pro-rated based on the employee's service time during the performance period. The final payout is based on actual performance, at which time the units will be converted into shares and a payment of a cash amount for accrued dividends based on actual performance. For other terminating events, performance awards are generally forfeited. Information with respect to stock options granted under the Plan is as follows:
F-37
Options
Weighted averageexercise priceper option
Options Outstanding at December 31, 2022
293,813
$ 181.85
Granted (1)
15,744
177.83
Exercised
(5,773)
163.56
Forfeited
—
—
Options Outstanding at December 31, 2023
303,784
$ 181.99
Granted (1)
13,759
172.11
Exercised
(41,619)
179.89
Forfeited
—
—
Expired
(5,062)
180.32
Options Outstanding at December 31, 2024
270,862
$ 181.84
Granted (1)
9,473
221.58
Exercised
(8,759)
180.32
Forfeited
—
—
Options Outstanding at December 31, 2025
271,576
$ 183.28
Options Exercisable:
December 31, 2023
279,894
$ 180.97
December 31, 2024
246,877
$ 181.82
December 31, 2025
249,486
$ 182.29
__________________________________(1)All options are from recipient elections to receive a portion of earned restricted stock awards in the form of stock options. The Company used the Black-Scholes Option Pricing model to determine the grant date fair value of options. The assumptions used are as follows:
2025
Dividend yield
3.5%
Estimated volatility
30.1%
Risk free rate
4.06%
Expected life of options
5 years
Estimated fair value
$50.92
The following summarizes the exercise prices and contractual lives of options outstanding as of December 31, 2025:
The PlanNumber of Options
Range—Exercise Price
Weighted AverageRemaining Contractual Term(in years)
252,310
$172.00
-
$181.99
5.4
9,473
$221.00
-
$230.99
9.2
9,793
$236.00
-
$245.99
6.1
271,576
Options outstanding at December 31, 2025 had an intrinsic value of $384,000. Options exercisable had an intrinsic value of $292,000 and had a weighted average contractual life of 5.3 years. The intrinsic value of options exercised under the Plan during 2025, 2024 and 2023 was $288,000, $1,394,000 and $113,000, respectively.
F-38
Information with respect to performance awards granted is as follows:
Performance awards
Weighted average grant date fair value per award
Outstanding at December 31, 2022
279,067
$ 225.46
Granted
90,215
193.85
Change in awards based on performance (1)
(31,345)
241.49
Converted to shares of common stock
(60,016)
238.71
Forfeited
(2,719)
212.05
Outstanding at December 31, 2023
275,202
$ 210.52
Granted
95,782
185.97
Change in awards based on performance (1)
30,375
216.50
Converted to shares of common stock
(146,725)
201.07
Forfeited
(4,511)
201.41
Outstanding at December 31, 2024
250,123
$ 207.55
Granted
79,077
222.89
Change in awards based on performance (1)
34,016
257.33
Converted to shares of common stock
(103,332)
254.95
Forfeited
(3,507)
196.08
Outstanding at December 31, 2025
256,377
$ 199.94
_________________________________(1) Represents the change in the number of performance awards earned based on performance achievement. The Company grants performance awards based on (i) the total shareholder return metrics for the Company’s common stock or (ii) financial metrics related to operating performance, net asset value and leverage metrics of the Company. The number of performance awards granted that are based on total shareholder return metrics and financial metrics are as follows:
2025
2024
2023
Total shareholder return metrics
43,495
52,683
49,611
Financial metrics
35,582
43,099
40,604
Total granted
79,077
95,782
90,215
The Company used a Monte Carlo model to assess the compensation cost associated with the portion of the performance awards granted for which achievement will be determined by using total shareholder return measures. The assumptions used are as follows:
2025
2024
2023
Dividend yield
3.2%
3.9%
3.7%
Estimated volatility over the life of the plan (1)
20.4% - 21.6%
20.5% - 22.8%
22.9% - 26.1%
Risk free rate
4.00% - 4.01%
3.92% - 4.59%
4.35% - 4.61%
Estimated performance award value based on total shareholder return measure
$224.11
$189.47
$206.97
_________________________________(1) Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility. For the portion of the performance awards granted for which achievement will be determined by using financial metrics, the compensation cost was based on an average grant date value of $221.58, $175.54 and $177.83, for the years ended December 31, 2025, 2024 and 2023, respectively, and the Company's estimate of corporate achievement for the financial metrics.
F-39
Information with respect to restricted stock granted is as follows:
Restricted stock shares
Weighted average grant date fair value per share
Restricted stock shares converted from performance awards
Outstanding at December 31, 2022
161,714
$ 210.97
26,370
Granted
93,146
177.70
—
Vested
(79,450)
207.93
(26,370)
Forfeited
(2,119)
194.78
—
Outstanding at December 31, 2023
173,291
$ 194.68
—
Granted
104,081
173.14
—
Vested
(90,582)
194.89
—
Forfeited
(4,408)
181.73
—
Outstanding at December 31, 2024
182,382
$ 182.59
—
Granted
79,928
221.17
—
Vested
(92,015)
191.69
—
Forfeited
(3,116)
197.01
—
Outstanding at December 31, 2025
167,179
$ 195.76
—
Total employee stock-based compensation cost recognized in income was $26,614,000, $25,390,000 and $27,417,000 for the years ended December 31, 2025, 2024 and 2023, respectively, and total capitalized stock-based compensation cost was $11,459,000, $11,117,000 and $10,906,000 for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, there was a total unrecognized compensation cost of $28,107,000 for unvested restricted stock, stock options and performance awards, which is expected to be recognized over a weighted average period of 1.8 years. The Company reverses any previously recognized compensation cost for forfeitures as they occur. Employee Stock Purchase Plan In October 1996, the Company adopted the 1996 Non-Qualified Employee Stock Purchase Plan (as amended, the ESPP ). Initially, 1,000,000 shares of common stock were reserved for issuance, and as of December 31, 2025, there are 529,908 shares remaining available for issuance under the ESPP. Employees of the Company generally are eligible to participate in the ESPP if, as of the last day of the applicable purchase period, they have been employed by the Company for at least one calendar month. Under the ESPP, eligible employees can acquire shares of the Company's common stock through payroll deductions, subject to maximum purchase limitations, during two purchase periods. The first purchase period begins January 1 and ends June 10, and the second purchase period begins July 1 and ends December 10. The purchase price for common stock under the plan is 85% of the lesser of the fair market value of the Company's common stock on the first or the last day of the applicable purchase period. The offering dates, purchase dates and duration of purchase periods may be changed if the change is announced prior to the beginning of the affected date or purchase period. The Company issued 20,094, 19,014 and 23,059 shares and recognized compensation expense of $575,000, $859,000 and $911,000 under the ESPP for the years ended December 31, 2025, 2024 and 2023, respectively. The Company accounts for transactions under the ESPP using the fair value method prescribed by accounting guidance applicable to entities that use employee share purchase plans.
F-40
10. Related Party Arrangements Unconsolidated Entities The Company manages unconsolidated real estate entities and provides other real estate related services to third parties, for which it receives asset management, property management, construction, development and redevelopment fee revenue. From these entities, the Company earned fees of $7,042,000, $7,081,000 and $7,722,000 for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, the Company had outstanding receivables associated with its property and construction management roles of $1,395,000 and $1,680,000 as of December 31, 2025 and 2024, respectively. Director Compensation Directors of the Company who are also employees receive no additional compensation for their services as a director. Following each annual meeting of stockholders, non-employee directors receive (i) a number of shares of restricted stock (or deferred stock units) having a value of $200,000 and (ii) a cash payment of $100,000, payable in equal quarterly installments of $25,000. The number of shares of restricted stock (or deferred stock units) is calculated based on the closing price on the day of the award. Non-employee directors may elect to receive all or a portion of cash payments in the form of deferred stock units. Additionally, the non-executive Chairman receives an additional annual fee of $250,000 payable in equal quarterly installments of $62,500, the Lead Independent Director receives in the aggregate an additional annual fee of $50,000 payable in equal quarterly installments of $12,500, the non-employee director serving as the chairperson of the Audit Committee receives an additional annual fee of $30,000 per year payable in equal quarterly installments of $7,500, the non-employee director serving as the chairperson of the Compensation Committee receives an additional annual fee of $25,000 per year payable in equal quarterly installments of $6,250 and the Nominating, Governance and Corporate Responsibility and Investment and Finance Committee chairpersons receive an additional annual fee of $20,000 payable in equal quarterly installments of $5,000. The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock units in the amount of $2,476,000, $2,397,000 and $2,446,000 for the years ended December 31, 2025, 2024 and 2023, respectively, as a component of general and administrative expense on the accompanying Consolidated Statements of Comprehensive Income. Deferred compensation relating to these restricted stock grants and deferred stock units to non-employee directors was $910,000, $786,000 and $799,000 on December 31, 2025, 2024 and 2023, respectively, reported as a component of prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. 11. Fair Value Financial Instruments Carried at Fair Value Derivative Financial Instruments Hedging Derivatives are carried at fair value in the Company's financial statements. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions which have an A- or better credit rating by the Standard & Poor's Ratings Group or equivalent, and monitors the credit ratings of counterparties and the exposure of the Company to any single entity. The Company believes the likelihood of realizing losses from counterparty nonperformance is remote. The Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, such as interest rate, term to maturity and volatility. The Hedging Derivatives credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads, which the Company concluded are not significant. As a result, the Company determined that its derivative valuations are classified in Level 2 of the fair value hierarchy. The following table summarizes the consolidated derivative positions at December 31, 2025 (dollars in thousands):
F-41
Non-designated Hedges
Cash Flow Hedges
Interest Rate Caps
Interest Rate Swaps
Notional balance
$ 391,846
$ 550,000
Weighted average interest rate (1)
4.0%
N/A
Weighted average capped/swapped interest rate
6.7%
3.5%
Earliest maturity date
February 2026
April 2029
Latest maturity date
January 2027
April 2029
_________________________________(1)For debt hedged by interest rate caps, represents the weighted average interest rate on the hedged debt prior to any impact of the associated interest rate caps. The following derivative activity occurred during the year ended December 31, 2025: •The Company entered into interest rate swap agreements with a notional amount of $550,000,000 to reduce the impact of variability in interest rates on the Term Loan, which the Company expects to remain outstanding through maturity of the Term Loan. •In connection with the issuance of the Company's $400,000,000 unsecured notes in July 2025 maturing in August 2035, the Company terminated $200,000,000 of interest rate swap agreements designated as cash flow hedges of the interest rate variability on the issuance of the unsecured notes, receiving payments of $4,099,000 in July 2025 which will be recognized over the life of the unsecured notes as a reduction in the effective interest rate. Of the $200,000,000 forward interest rate swap agreements terminated, $100,000,000 were entered into during the year ended December 31, 2025. The Company has deferred these gains in accumulated other comprehensive income on the accompanying Consolidated Balance Sheets, and is recognizing the impact as a component of interest expense, net, over the term of the respective hedged debt. •In connection with the issuance of the Company's $400,000,000 unsecured notes in December 2025 maturing in December 2030, the Company entered into and terminated $100,000,000 of interest rate swap agreements designated as cash flow hedges of the interest rate variability on the issuance of the unsecured notes, receiving payments of $242,000 in November 2025 which will be recognized over the life of the unsecured notes as a reduction in the effective interest rate. The Company has deferred these gains in accumulated other comprehensive income on the accompanying Consolidated Balance Sheets, and is recognizing the impact as a component of interest expense, net, over the term of the respective hedged debt. The Company had certain derivatives not designated as hedges during the years ended December 31, 2025, 2024 and 2023, for which fair value changes during each of the respective years were not material. Cash flow hedge gains reclassified from accumulated other comprehensive income into earnings were $3,330,000 and $471,000 for the years ended December 31, 2025 and 2024. Cash flow hedge losses reclassified from accumulated other comprehensive income into earnings were $1,360,000 for the year ended December 31, 2023. The Company anticipates reclassifying approximately $2,478,000 of net hedging gains from accumulated other comprehensive income into earnings within the next 12 months as an offset to the hedged item during this period.
F-42
Financial Instruments Not Carried at Fair Value Cash, Cash Equivalents and Restricted Cash Cash, cash equivalent and restricted cash balances are held with various financial institutions within accounts designed to preserve principal. The Company monitors credit ratings of these financial institutions and the concentration of cash, cash equivalents and restricted cash balances with any one financial institution and believes the likelihood of realizing material losses related to cash, cash equivalent and restricted cash balances is remote. Cash, cash equivalents and restricted cash are carried at their face amounts, which reasonably approximate their fair values and are Level 1 within the fair value hierarchy. Other Financial Instruments Rents and other receivables and prepaid expenses, accounts and construction payable and accrued expenses and other liabilities are carried at their face amounts, which reasonably approximate their fair values. The Company determined that its notes receivables approximate fair value, because interest rates, yields and other terms are consistent with interest rates, yields and other terms currently available for similar instruments and are considered to be a Level 2 price within the fair value hierarchy. Equity Securities The Company has direct equity investments in third-party property technology companies. These investments are accounted for using the measurement alternative and are valued at the market price of observable transactions. During the years ended December 31, 2025, 2024 and 2023, the Company recognized unrealized gains of $36,096,000, $21,790,000 and $1,899,000, respectively, related to these investments, which was reported as a component of income from unconsolidated investments on the accompanying Consolidated Statements of Comprehensive Income. As of December 31, 2025, the Company had recorded cumulative fair value adjustments of $67,572,000 for unrealized gains related to equity securities. Indebtedness The Company values its fixed rate unsecured debt using quoted market prices, a Level 1 price within the fair value hierarchy. The Company values its mortgage notes payable, the Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program using a discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the instrument, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The process also considers credit valuation adjustments to appropriately reflect the Company's nonperformance risk. The Company has concluded that the value of its mortgage notes payable, Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program are Level 2 prices as the majority of the inputs used to value its positions fall within Level 2 of the fair value hierarchy. Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis The following tables summarize the classification between the three levels of the fair value hierarchy of the Company's financial instruments measured or disclosed at fair value on a recurring basis (dollars in thousands):
F-43
December 31, 2025
Description
Total FairValue
Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Assets
Investments
Notes Receivable, net
$ 259,051
$ —
$ 259,051
$ —
Total Assets
$ 259,051
$ —
$ 259,051
$ —
Liabilities
Interest Rate Swaps - Liabilities
$ 4,046
$ —
$ 4,046
$ —
Indebtedness
Fixed rate unsecured debt
7,025,656
7,025,656
—
—
Mortgage notes payable, Commercial Paper and Term Loan
1,970,177
—
1,970,177
—
Total Liabilities
$ 8,999,879
$ 7,025,656
$ 1,974,223
$ —
December 31, 2024
Description
Total FairValue
Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Assets
Investments
Notes Receivable, net
$ 223,896
$ —
$ 223,896
$ —
Non-Designated Hedges
Interest Rate Caps
24
—
24
—
Interest Rate Swaps - Assets
6,821
—
6,821
—
Total Assets
$ 230,741
$ —
$ 230,741
$ —
Liabilities
Indebtedness
Fixed rate unsecured debt
$ 6,796,066
$ 6,796,066
$ —
$ —
Mortgage notes payable and Commercial Paper Program
660,170
—
660,170
—
Total Liabilities
$ 7,456,236
$ 6,796,066
$ 660,170
$ —
F-44
12. Subsequent Events The Company has evaluated subsequent events, through the date on which this Form 10-K was filed, the date on which these financial statements were issued, and identified the items below for discussion. In 2026, the Company had the following activity: •In January 2026, the Company sold Avalon Sunset Towers, located in San Francisco, CA, containing 243 apartment homes for $105,000,000. •In February 2026, the Company sold Avalon White Plains, located in White Plains, NY, containing 407 apartment homes for $166,000,000. •From January 1, 2026 through February 26, 2026, the Company repurchased 637,958 shares of common stock at an average price of $176.85 per share, including fees, for a total of $112,824,000 under the 2025 Stock Repurchase Program. On February 26, 2026, the Company terminated the remaining authorization under the 2025 Stock Repurchase Program and adopted a new stock repurchase program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $1,000,000,000 (the “2026 Stock Repurchase Program”). Purchases of common stock under the 2026 Stock Repurchase Program may occur from time to time at the Company’s discretion. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The 2026 Stock Repurchase Program does not have an expiration date and may be suspended or terminated at any time without prior notice.
F-45
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
SAME STORE
NEW ENGLAND
Avalon at Lexington
Lexington, MA
198
$ 2,124
$ 12,561
$ 18,294
$ 2,124
$ 30,855
$ 32,979
$ 23,856
$ 9,123
$ 9,397
$ —
1994
eaves Wilmington
Wilmington, MA
204
2,129
17,563
12,669
2,129
30,232
32,361
23,432
8,929
8,956
—
1999
eaves Quincy
Quincy, MA
245
1,743
14,662
18,709
1,743
33,371
35,114
26,235
8,879
10,307
—
1986/1995
eaves Wilmington West
Wilmington, MA
120
3,318
13,465
6,026
3,318
19,491
22,809
14,807
8,002
8,631
—
2002
Avalon at The Pinehills
Plymouth, MA
192
6,876
30,313
12,207
6,876
42,520
49,396
26,836
22,560
23,765
—
2004
eaves Peabody
Peabody, MA
286
4,645
18,919
20,161
4,645
39,080
43,725
25,661
18,064
17,782
—
1962/2004
Avalon at Bedford Center
Bedford, MA
139
4,258
20,551
6,316
4,258
26,867
31,125
19,641
11,484
12,238
—
2006
Avalon at Chestnut Hill
Chestnut Hill, MA
204
14,572
45,868
21,199
14,572
67,067
81,639
39,594
42,045
43,107
—
2007
Avalon at Lexington Hills
Lexington, MA
387
8,691
78,502
22,847
8,691
101,349
110,040
64,455
45,585
47,461
—
2008
Avalon Acton
Acton, MA
380
13,124
48,630
14,025
13,124
62,655
75,779
38,843
36,936
39,493
45,000
2008
Avalon at the Hingham Shipyard
Hingham, MA
235
12,218
41,516
17,341
12,218
58,857
71,075
37,312
33,763
35,185
—
2009
Avalon Acton II
Acton, MA
86
1,723
29,375
26
1,723
29,401
31,124
5,749
25,375
26,466
—
2021
Avalon Northborough
Northborough, MA
382
8,144
52,178
13,565
8,144
65,743
73,887
36,466
37,421
38,547
—
2009
Avalon Exeter (1)
Boston, MA
187
—
109,978
5,910
—
115,888
115,888
45,950
69,938
73,163
—
2014
Avalon Natick
Natick, MA
407
15,645
64,845
6,764
15,645
71,609
87,254
31,404
55,850
57,856
—
2013
Avalon at Assembly Row
Somerville, MA
195
8,599
52,454
9,980
8,599
62,434
71,033
26,020
45,013
46,552
—
2015
AVA Somerville
Somerville, MA
250
10,944
56,457
9,618
10,944
66,075
77,019
27,149
49,870
50,751
—
2015
F-46
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
AVA Back Bay
Boston, MA
271
9,034
36,536
54,944
9,034
91,480
100,514
60,425
40,089
42,653
—
1968/1998
Avalon at Prudential Center II
Boston, MA
266
8,776
35,479
67,208
8,776
102,687
111,463
62,514
48,949
52,210
—
1968/1998
Avalon at Prudential Center I
Boston, MA
243
8,002
32,349
59,007
8,002
91,356
99,358
54,803
44,555
47,261
—
1968/1998
eaves Burlington
Burlington, MA
203
7,714
32,499
11,802
7,714
44,301
52,015
20,575
31,440
32,237
—
1988/2012
Avalon Burlington
Burlington, MA
312
15,600
63,549
21,738
15,600
85,287
100,887
37,389
63,498
65,324
—
1989/2013
Avalon Marlborough
Marlborough, MA
350
15,367
59,723
5,507
15,367
65,230
80,597
24,219
56,378
58,252
—
2015
Avalon North Station
Boston, MA
503
22,796
247,270
1,684
22,796
248,954
271,750
74,882
196,868
204,645
—
2017
Avalon Framingham
Framingham, MA
180
9,315
34,604
1,302
9,315
35,906
45,221
12,852
32,369
33,154
—
2015
Avalon Quincy
Quincy, MA
395
14,694
79,655
2,565
14,694
82,220
96,914
26,237
70,677
72,608
—
2017
Avalon Easton
South Easton, MA
290
3,170
60,785
2,987
3,170
63,772
66,942
19,307
47,635
48,807
—
2017
Avalon Residences at the Hingham Shipyard
Hingham, MA
190
8,998
55,366
1,400
8,998
56,766
65,764
15,153
50,611
52,248
—
2019
Avalon Sudbury
Sudbury, MA
250
20,280
66,510
1,477
20,280
67,987
88,267
18,697
69,570
71,743
—
2019
Avalon Saugus
Saugus, MA
280
17,808
72,196
1,750
17,808
73,946
91,754
18,304
73,450
75,704
—
2019
Avalon Norwood
Norwood, MA
198
9,478
51,762
376
9,478
52,138
61,616
12,316
49,300
50,954
—
2020
Avalon Marlborough II
Marlborough, MA
123
5,523
36,175
72
5,523
36,247
41,770
7,380
34,390
35,746
—
2020
Avalon Easton II
South Easton, MA
44
570
14,090
12
570
14,102
14,672
2,224
12,448
12,975
—
2021
Avalon Woburn
Woburn, MA
350
$ 21,576
$ 97,848
$ 1,161
$ 21,576
$ 99,009
$ 120,585
$ 16,270
$ 104,315
$ 108,276
$ —
2022
F-47
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon North Andover
North Andover, MA
221
13,618
63,125
11
13,618
63,136
76,754
7,276
69,478
71,885
—
2023
Avalon Brighton
Boston, MA
180
11,166
77,850
342
11,166
78,192
89,358
8,344
81,014
84,147
—
2023
AVA North Point
Cambridge, MA
265
31,263
83,829
2,526
31,263
86,355
117,618
22,089
95,529
96,336
—
2018/2019
Avalon Bear Hill
Waltham, MA
324
27,350
98,537
31,136
27,350
129,673
157,023
60,856
96,167
98,288
—
1999/2013
TOTAL NEW ENGLAND
9,535
$ 400,851
$ 2,107,574
$ 484,664
$ 400,851
$ 2,592,238
$ 2,993,089
$ 1,095,522
$ 1,897,567
$ 1,965,110
$ 45,000
METRO NY/NJ
New York City, NY
Avalon Riverview (3)
Long Island City, NY
372
$ —
$ 94,061
$ 21,901
$ —
$ 115,962
$ 115,962
$ 88,595
$ 27,367
$ 29,433
$ —
2002
Avalon Riverview North (3)
Long Island City, NY
602
—
165,932
22,825
—
188,757
188,757
111,601
77,156
81,586
—
2008
AVA Fort Greene
Brooklyn, NY
631
83,038
216,802
14,660
83,038
231,462
314,500
123,589
190,911
198,019
—
2010
AVA DoBro
Brooklyn, NY
500
76,127
206,762
2,775
76,127
209,537
285,664
70,877
214,787
221,044
—
2017
Avalon Willoughby Square
Brooklyn, NY
326
49,635
134,840
2,280
49,635
137,120
186,755
44,350
142,405
146,091
—
2017
Avalon Midtown West
New York, NY
550
154,730
191,891
42,405
154,730
234,296
389,026
102,925
286,101
293,624
62,500
1998/2013
Avalon Clinton North
New York, NY
339
84,069
111,729
13,003
84,069
124,732
208,801
57,555
151,246
154,989
126,400
2008/2013
Avalon Clinton South
New York, NY
288
71,421
94,948
7,226
71,421
102,174
173,595
48,139
125,456
128,467
104,500
2007/2013
Total New York City, NY
3,608
$ 519,020
$ 1,216,965
$ 127,075
$ 519,020
$ 1,344,040
$ 1,863,060
$ 647,631
$ 1,215,429
$ 1,253,253
$ 293,400
F-48
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
New York - Suburban
Avalon Commons (2)
Smithtown, NY
312
$ 4,679
$ 27,811
$ 21,265
$ 4,679
$ 49,076
$ 53,755
$ 37,179
$ 16,576
$ 16,197
$ —
1997
Avalon Melville
Melville, NY
494
9,228
50,059
29,043
9,228
79,102
88,330
61,006
27,324
28,680
—
1997
Avalon Rockville Centre I
Rockville Centre, NY
349
32,212
78,806
8,866
32,212
87,672
119,884
45,607
74,277
76,914
—
2012
Avalon Garden City
Garden City, NY
204
18,205
49,301
3,343
18,205
52,644
70,849
24,166
46,683
47,850
—
2013
Avalon Huntington Station
Huntington Station, NY
303
21,899
58,429
4,731
21,899
63,160
85,059
24,835
60,224
61,511
—
2014
Avalon Great Neck
Great Neck, NY
191
14,777
65,412
1,863
14,777
67,275
82,052
20,712
61,340
62,472
—
2017
Avalon Rockville Centre II
Rockville Centre, NY
165
7,534
50,981
902
7,534
51,883
59,417
15,841
43,576
45,126
—
2017
Avalon Somers
Baldwin Place, NY
152
5,608
40,591
166
5,608
40,757
46,365
12,263
34,102
35,299
—
2018
Avalon Yonkers
Yonkers, NY
590
28,343
164,203
1,369
28,343
165,572
193,915
35,669
158,246
172,597
—
2021
Avalon Harrison
Harrison, NY
143
14,380
75,914
1,470
14,380
77,384
91,764
10,669
81,095
83,243
—
2023
Avalon Harbor Isle
Island Park, NY
172
18,812
75,401
10
18,812
75,411
94,223
9,728
84,495
88,467
—
2022
Avalon Westbury
Westbury, NY
396
69,620
49,350
18,255
69,620
67,605
137,225
38,196
99,029
99,962
—
2006/2013
Total New York - Suburban
3,471
$ 245,297
$ 786,258
$ 91,283
$ 245,297
$ 877,541
$ 1,122,838
$ 335,871
$ 786,967
$ 818,318
$ —
New Jersey
Avalon Cove
Jersey City, NJ
504
$ 8,760
$ 82,422
$ 38,243
$ 8,760
$ 120,665
$ 129,425
$ 102,535
$ 26,890
$ 30,246
$ —
1997
eaves West Windsor
West Windsor, NJ
512
5,585
21,752
38,583
5,585
60,335
65,920
42,971
22,949
23,263
—
1988/1993
F-49
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon at Edgewater I
Edgewater, NJ
168
$ 5,982
$ 24,389
$ 12,341
$ 5,982
$ 36,730
$ 42,712
$ 26,766
$ 15,946
$ 16,377
$ —
2002
Avalon Townhome Collection Florham Park
Florham Park, NJ
270
6,647
34,906
19,771
6,647
54,677
61,324
39,951
21,373
22,179
—
2001
Avalon North Bergen
North Bergen, NJ
164
8,984
30,994
2,468
8,984
33,462
42,446
15,605
26,841
27,270
—
2012
Avalon Bloomingdale
Bloomingdale, NJ
174
3,006
27,801
1,799
3,006
29,600
32,606
12,399
20,207
20,930
—
2014
Avalon Wharton
Wharton, NJ
247
2,273
48,609
2,322
2,273
50,931
53,204
19,630
33,574
34,831
—
2015
Avalon Bloomfield Station (1)
Bloomfield, NJ
224
10,701
36,430
4,011
10,701
40,441
51,142
14,549
36,593
36,716
—
2015
Avalon Townhome Collection Roseland
Roseland, NJ
136
11,288
34,868
1,633
11,288
36,501
47,789
13,428
34,361
35,348
—
2015
Avalon Princeton
Princeton, NJ
280
26,461
68,003
2,793
26,461
70,796
97,257
23,256
74,001
75,869
—
2017
Avalon Union
Union, NJ
202
11,695
36,315
2,191
11,695
38,506
50,201
13,367
36,834
37,981
—
2016
Avalon Hoboken
Hoboken, NJ
217
37,237
94,990
4,490
37,237
99,480
136,717
39,319
97,398
99,651
—
2008/2016
Avalon Maplewood
Maplewood, NJ
235
15,179
49,425
4,664
15,179
54,089
69,268
16,998
52,270
52,695
—
2018
Avalon Boonton
Boonton, NJ
350
3,595
89,407
2,251
3,595
91,658
95,253
22,690
72,563
75,547
—
2019
Avalon Teaneck
Teaneck, NJ
248
12,588
60,257
437
12,588
60,694
73,282
14,439
58,843
60,513
—
2020
Avalon Piscataway
Piscataway, NJ
360
14,329
75,897
1,839
14,329
77,736
92,065
20,751
71,314
73,604
—
2019
Avalon Old Bridge
Old Bridge, NJ
252
6,895
64,907
1,462
6,895
66,369
73,264
13,365
59,899
61,822
—
2021
Avalon Somerville Station (1)
Somerville, NJ
374
16,672
98,229
898
16,672
99,127
115,799
13,100
102,699
106,769
—
2023
Avalon at Edgewater II
Edgewater, NJ
240
8,605
60,809
818
8,605
61,627
70,232
17,654
52,578
54,071
—
2018
F-50
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Total New Jersey
5,157
$ 216,482
$ 1,040,410
$ 143,014
$ 216,482
$ 1,183,424
$ 1,399,906
$ 482,773
$ 917,133
$ 945,682
$ —
TOTAL METRO NY/NJ
12,236
$ 980,799
$ 3,043,633
$ 361,372
$ 980,799
$ 3,405,005
$ 4,385,804
$ 1,466,275
$ 2,919,529
$ 3,017,253
$ 293,400
MID-ATLANTIC
Washington Metro/Baltimore, MD
Avalon at Foxhall
Washington, D.C.
308
$ 6,848
$ 27,614
$ 28,108
$ 6,848
$ 55,722
$ 62,570
$ 46,433
$ 16,137
$ 16,874
$ —
1982/1994
eaves Tunlaw Gardens
Washington, D.C.
166
16,430
24,602
1,987
16,430
26,589
43,019
12,891
30,128
30,788
—
1944/2013
The Statesman
Washington, D.C.
281
38,140
38,732
4,457
38,140
43,189
81,329
22,254
59,075
60,389
—
1961/2013
eaves Glover Park
Washington, D.C.
120
9,580
28,082
3,215
9,580
31,297
40,877
14,844
26,033
25,405
—
1953/2013
AVA Van Ness
Washington, D.C.
269
22,890
61,701
24,876
22,890
86,577
109,467
36,891
72,576
74,131
—
1978/2013
eaves Washingtonian Center
North Potomac, MD
288
4,047
18,553
11,065
4,047
29,618
33,665
25,216
8,449
8,817
—
1996
eaves Columbia Town Center I
Columbia, MD
392
8,802
35,536
19,715
8,802
55,251
64,053
36,250
27,803
28,175
—
1986/1993
Avalon at Grosvenor Station
North Bethesda, MD
497
29,159
52,993
16,112
29,159
69,105
98,264
48,166
50,098
50,267
—
2004
Avalon at Traville
Rockville, MD
520
14,365
55,398
14,824
14,365
70,222
84,587
50,322
34,265
34,483
—
2004
AVA Wheaton
Wheaton, MD
319
6,494
69,027
857
6,494
69,884
76,378
21,275
55,103
56,841
—
2018
Kanso Twinbrook
Rockville, MD
238
9,151
56,955
63
9,151
57,018
66,169
10,758
55,411
57,613
—
2021
Avalon Hunt Valley
Hunt Valley, MD
332
10,872
62,974
2,135
10,872
65,109
75,981
20,797
55,184
56,371
—
2017
Avalon Laurel (2)
Laurel, MD
344
10,130
61,685
6,603
10,130
68,288
78,418
20,734
57,684
57,552
—
2017
F-51
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Towson
Towson, MD
371
12,906
98,279
188
12,906
98,467
111,373
21,128
90,245
93,746
—
2020
Avalon Fairway Hills - Meadows
Columbia, MD
192
$ 2,323
$ 9,297
$ 11,975
$ 2,323
$ 21,272
$ 23,595
$ 14,500
$ 9,095
$ 7,887
$ —
1987/1996
Avalon Fairway Hills - Woods
Columbia, MD
336
3,958
15,839
17,655
3,958
33,494
37,452
24,440
13,012
13,865
—
1987/1996
Avalon Arundel Crossing II
Linthicum Heights, MD
310
12,208
72,422
1,064
12,208
73,486
85,694
23,319
62,375
64,620
—
2018/2018
Avalon 555 President
Baltimore, MD
400
13,168
121,759
128
13,168
121,887
135,055
26,800
108,255
113,743
—
2021
Kanso Silver Spring
Silver Spring, MD
151
3,471
42,108
2,230
3,471
44,338
47,809
11,654
36,155
37,413
—
2009/2019
Avalon Foundry Row
Owings Mills, MD
437
11,132
86,261
17
11,132
86,278
97,410
15,700
81,710
85,280
—
2022
Avalon Arundel Crossing
Linthicum Heights, MD
384
9,933
111,114
1,049
9,933
112,163
122,096
25,857
96,239
100,962
—
2020/2021
Avalon Russett
Laurel, MD
238
10,200
49,834
7,088
10,200
56,922
67,122
28,100
39,022
40,992
32,200
1999/2013
eaves Fair Lakes
Fairfax, VA
420
6,096
24,400
17,364
6,096
41,764
47,860
35,380
12,480
13,628
—
1989/1996
AVA Ballston
Arlington, VA
344
7,291
29,177
29,588
7,291
58,765
66,056
41,472
24,584
25,016
—
1990
eaves Fairfax City
Fairfax, VA
141
2,152
8,907
6,390
2,152
15,297
17,449
12,093
5,356
5,486
—
1988/1997
Avalon Tysons Corner (2)
Tysons Corner, VA
558
13,851
43,397
36,888
13,851
80,285
94,136
52,008
42,128
33,672
—
1996
Avalon at Arlington Square (2)
Arlington, VA
842
22,041
90,296
47,129
22,041
137,425
159,466
91,204
68,262
68,783
—
2001
eaves Fairfax Towers
Falls Church, VA
415
17,889
74,727
18,802
17,889
93,529
111,418
45,934
65,484
67,222
—
1978/2011
Avalon Mosaic
Fairfax, VA
531
33,490
75,801
4,459
33,490
80,260
113,750
32,580
81,170
83,233
—
2014
Avalon Potomac Yard
Alexandria, VA
323
24,225
84,530
2,693
24,225
87,223
111,448
33,952
77,496
79,784
—
2014/2016
F-52
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Clarendon
Arlington, VA
300
22,573
99,297
9,757
22,573
109,054
131,627
42,511
89,116
91,786
—
2002/2016
Avalon Dunn Loring
Vienna, VA
440
29,377
120,884
2,635
29,377
123,519
152,896
43,450
109,446
113,080
—
2012/2017
eaves Tysons Corner
Vienna, VA
217
16,030
47,572
5,436
16,030
53,008
69,038
26,810
42,228
42,016
—
1980/2013
AVA Ballston Square (2)
Arlington, VA
714
71,640
225,206
58,020
71,640
283,226
354,866
125,435
229,431
237,093
—
1992/2013
Avalon Courthouse Place
Arlington, VA
564
56,550
185,632
15,875
56,550
201,507
258,057
94,158
163,899
169,625
—
1999/2013
Avalon Arlington North
Arlington, VA
228
21,600
59,076
10,737
21,600
69,813
91,413
28,617
62,796
64,568
—
2014
Avalon Reston Landing
Reston, VA
400
26,710
86,934
15,580
26,710
102,514
129,224
54,030
75,194
77,988
—
2000/2013
Avalon Falls Church (2)
Falls Church, VA
384
39,544
66,160
11,704
39,544
77,864
117,408
25,133
92,275
88,414
—
2016
TOTAL MID-ATLANTIC
13,714
$ 677,266
$ 2,522,761
$ 468,468
$ 677,266
$ 2,991,229
$ 3,668,495
$ 1,343,096
$ 2,325,399
$ 2,377,608
$ 32,200
SOUTHEAST FLORIDA
Avalon 850 Boca
Boca Raton, FL
370
$ 21,430
$ 117,895
$ 3,884
$ 21,430
$ 121,779
$ 143,209
$ 39,525
$ 103,684
$ 106,556
$ —
2017/2017
Avalon Doral
Doral, FL
350
23,375
92,966
534
23,375
93,500
116,875
17,521
99,354
102,281
—
2020
Avalon West Palm Beach
West Palm Beach, FL
290
9,597
94,119
5,264
9,597
99,383
108,980
29,903
79,077
82,000
—
2018/2018
Avalon Bonterra
Hialeah, FL
314
16,655
73,977
2,601
16,655
76,578
93,233
23,327
69,906
70,979
—
2018/2019
Avalon Toscana
Margate, FL
240
9,213
51,480
1,646
9,213
53,126
62,339
14,765
47,574
48,957
—
2016/2019
Avalon Fort Lauderdale
Fort Lauderdale, FL
243
20,029
126,505
3,434
20,029
129,939
149,968
24,138
125,830
130,485
—
2020/2021
Avalon Miramar
Miramar, FL
380
17,959
116,276
1,236
17,959
117,512
135,471
24,765
110,706
115,062
—
2018/2021
F-53
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Miramar Park Place
Miramar, FL
650
50,919
245,728
1,559
50,919
247,287
298,206
49,933
248,273
258,233
—
2022/2022
TOTAL SOUTHEAST FLORIDA
2,837
$ 169,177
$ 918,946
$ 20,158
$ 169,177
$ 939,104
$ 1,108,281
$ 223,877
$ 884,404
$ 914,553
$ —
DENVER,CO
Avalon Denver West
Lakewood, CO
252
$ 8,047
$ 69,373
$ 3,445
$ 8,047
$ 72,818
$ 80,865
$ 24,492
$ 56,373
$ 57,900
$ —
2016/2017
Avalon Castle Rock at the Meadows
Castle Rock, CO
240
8,527
65,325
1,194
8,527
66,519
75,046
20,539
54,507
56,545
—
2018/2018
Avalon Red Rocks
Littleton, CO
256
4,461
71,477
1,588
4,461
73,065
77,526
22,528
54,998
56,268
—
2018/2018
Avalon Southlands
Aurora, CO
338
5,101
86,653
1,783
5,101
88,436
93,537
26,548
66,989
68,668
—
2018/2019
AVA RiNo
Denver, CO
246
15,152
71,662
604
15,152
72,266
87,418
11,173
76,245
78,529
—
2022
Avalon Flatirons
Lafayette, CO
207
7,390
88,438
601
7,390
89,039
96,429
15,175
81,254
84,673
—
2020/2022
TOTAL DENVER, CO
1,539
$ 48,678
$ 452,928
$ 9,215
$ 48,678
$ 462,143
$ 510,821
$ 120,455
$ 390,366
$ 402,583
$ —
PACIFIC NORTHWEST
Seattle, WA
Avalon at Bear Creek
Redmond, WA
264
$ 6,786
$ 27,641
$ 12,077
$ 6,786
$ 39,718
$ 46,504
$ 33,232
$ 13,272
$ 13,295
$ —
1998/1998
Avalon Bellevue
Bellevue, WA
201
6,664
24,119
8,723
6,664
32,842
39,506
25,971
13,535
14,705
—
2001
eaves RockMeadow (2)
Bothell, WA
206
4,777
19,765
10,013
4,777
29,778
34,555
21,983
12,572
11,265
—
2000/2000
Avalon ParcSquare
Redmond, WA
124
3,789
15,139
7,297
3,789
22,436
26,225
17,114
9,111
8,682
—
2000/2000
F-54
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Meydenbauer
Bellevue, WA
368
12,697
77,450
13,006
12,697
90,456
103,153
52,718
50,435
50,802
—
2008
Avalon Towers Bellevue (3)
Bellevue, WA
397
—
123,029
11,008
—
134,037
134,037
68,905
65,132
68,324
—
2011
AVA Queen Anne
Seattle, WA
203
12,081
41,618
2,603
12,081
44,221
56,302
21,424
34,878
36,135
—
2012
Avalon Alderwood I
Lynnwood, WA
367
12,294
55,627
2,284
12,294
57,911
70,205
22,464
47,741
48,933
—
2015
AVA Capitol Hill
Seattle, WA
249
20,613
59,986
2,220
20,613
62,206
82,819
22,390
60,429
62,049
—
2016
Avalon Esterra Park
Redmond, WA
482
23,178
112,986
2,660
23,178
115,646
138,824
38,203
100,621
103,858
—
2017
Avalon Alderwood II
Lynnwood, WA
124
5,072
21,418
505
5,072
21,923
26,995
7,111
19,884
20,377
—
2016
Avalon Newcastle Commons I
Newcastle, WA
378
9,649
111,600
3,061
9,649
114,661
124,310
34,127
90,183
93,082
—
2017
Avalon Belltown Towers
Seattle, WA
274
24,638
121,064
1,509
24,638
122,573
147,211
29,924
117,287
121,084
—
2019
AVA Esterra Park
Redmond, WA
323
16,405
74,568
583
16,405
75,151
91,556
19,321
72,235
74,188
—
2019
Avalon Newcastle Commons II
Newcastle, WA
293
6,982
99,831
687
6,982
100,518
107,500
18,374
89,126
92,725
—
2021
Avalon North Creek
Bothell, WA
316
13,498
69,013
213
13,498
69,226
82,724
16,828
65,896
68,008
—
2020
eaves Redmond Campus
Redmond, WA
374
15,665
84,852
29,514
15,665
114,366
130,031
54,498
75,533
79,094
—
1991/2013
TOTAL PACIFIC NORTHWEST
4,943
$ 194,788
$ 1,139,706
$ 107,963
$ 194,788
$ 1,247,669
$ 1,442,457
$ 504,587
$ 937,870
$ 966,606
$ —
NORTHERN CALIFORNIA
San Jose, CA
F-55
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Campbell
Campbell, CA
348
$ 11,830
$ 47,825
$ 18,028
$ 11,830
$ 65,853
$ 77,683
$ 53,204
$ 24,479
$ 25,118
$ —
1995
eaves San Jose
San Jose, CA
442
12,920
53,047
21,985
12,920
75,032
87,952
56,087
31,865
33,399
—
1985/1996
Avalon on the Alameda
San Jose, CA
307
6,119
50,214
16,758
6,119
66,972
73,091
53,671
19,420
20,138
—
1999
Avalon Silicon Valley
Sunnyvale, CA
714
20,713
99,573
43,293
20,713
142,866
163,579
110,891
52,688
56,039
—
1998
Avalon Mountain View
Mountain View, CA
248
9,755
39,387
16,729
9,755
56,116
65,871
45,899
19,972
18,884
—
1986
eaves Creekside
Mountain View, CA
300
$ 6,546
$ 26,263
$ 24,748
$ 6,546
$ 51,011
$ 57,557
$ 39,538
$ 18,019
$ 18,512
$ —
1962/1997
Avalon at Cahill Park
San Jose, CA
218
4,765
47,600
6,393
4,765
53,993
58,758
41,649
17,109
18,071
—
2002
Avalon Towers on the Peninsula
Mountain View, CA
211
9,560
56,136
17,112
9,560
73,248
82,808
51,940
30,868
33,201
—
2002
Avalon Morrison Park
San Jose, CA
250
13,837
64,521
3,858
13,837
68,379
82,216
27,704
54,512
55,227
—
2014
Avalon Willow Glen
San Jose, CA
412
46,060
85,637
6,543
46,060
92,180
138,240
48,566
89,674
92,429
—
2002/2013
eaves West Valley
San Jose, CA
873
90,890
138,555
14,391
90,890
152,946
243,836
77,275
166,561
169,311
—
1970/2013
eaves Mountain View at Middlefield
Mountain View, CA
404
64,070
73,438
16,490
64,070
89,928
153,998
50,141
103,857
106,151
—
1969/2013
Total San Jose, CA
4,727
$ 297,065
$ 782,196
$ 206,328
$ 297,065
$ 988,524
$ 1,285,589
$ 656,565
$ 629,024
$ 646,480
$ —
East Bay, CA
Avalon Fremont (2)
Fremont, CA
308
$ 10,746
$ 43,399
$ 34,107
$ 10,746
$ 77,506
$ 88,252
$ 51,668
$ 36,584
$ 37,059
$ —
1992/1994
eaves Dublin (2)
Dublin, CA
204
5,276
19,642
28,080
5,276
47,722
52,998
27,150
25,848
26,621
—
1989/1997
F-56
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
eaves Pleasanton (2)
Pleasanton, CA
460
11,610
46,552
57,091
11,610
103,643
115,253
62,462
52,791
53,818
—
1988/1994
eaves Union City
Union City, CA
208
4,249
16,820
7,213
4,249
24,033
28,282
20,370
7,912
7,717
—
1973/1996
eaves Fremont
Fremont, CA
237
6,581
26,583
14,454
6,581
41,037
47,618
33,744
13,874
14,359
—
1985/1994
Avalon Union City
Union City, CA
439
14,732
104,024
9,215
14,732
113,239
127,971
62,626
65,345
68,623
—
2009
Avalon Walnut Creek (3)
Walnut Creek, CA
422
—
148,846
9,934
—
158,780
158,780
83,240
75,540
79,649
4,868
2010
Avalon Dublin Station
Dublin, CA
253
7,772
72,142
4,072
7,772
76,214
83,986
30,543
53,443
54,541
—
2014
Avalon Dublin Station II
Dublin, CA
252
7,762
76,587
2,997
7,762
79,584
87,346
26,558
60,788
62,213
—
2016
Avalon Public Market (1)
Emeryville, CA
289
27,394
145,898
689
27,394
146,587
173,981
33,019
140,962
145,325
—
2020
Avalon Walnut Creek II (3)
Walnut Creek, CA
200
—
112,768
795
—
113,563
113,563
23,040
90,523
94,760
—
2020
eaves Walnut Creek
Walnut Creek, CA
510
30,320
86,475
16,471
30,320
102,946
133,266
48,784
84,482
87,164
—
1987/2013
Avalon Walnut Ridge I
Walnut Creek, CA
106
9,860
20,630
5,605
9,860
26,235
36,095
12,402
23,693
24,541
—
2000/2013
Avalon Walnut Ridge II
Walnut Creek, CA
360
27,190
60,209
11,893
27,190
72,102
99,292
35,050
64,242
66,282
—
1989/2013
Total East Bay, CA
4,248
$ 163,492
$ 980,575
$ 202,616
$ 163,492
$ 1,183,191
$ 1,346,683
$ 550,656
$ 796,027
$ 822,672
$ 4,868
San Francisco, CA
AVA Nob Hill
San Francisco, CA
185
$ 5,403
$ 21,567
$ 12,658
$ 5,403
$ 34,225
$ 39,628
$ 27,562
$ 12,066
$ 13,470
$ —
1990/1995
F-57
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
eaves Foster City
Foster City, CA
290
7,852
31,445
19,085
7,852
50,530
58,382
39,994
18,388
19,045
—
1973/1994
eaves Pacifica
Pacifica, CA
220
6,125
24,792
8,329
6,125
33,121
39,246
28,057
11,189
10,359
—
1971/1995
Avalon at Mission Bay I
San Francisco, CA
250
14,029
78,452
13,328
14,029
91,780
105,809
70,083
35,726
37,589
—
2003
Avalon at Mission Bay III
San Francisco, CA
261
28,687
119,156
3,888
28,687
123,044
151,731
67,544
84,187
86,627
—
2009
Avalon Ocean Avenue
San Francisco, CA
173
5,544
50,906
4,559
5,544
55,465
61,009
25,972
35,037
36,227
—
2012
AVA 55 Ninth
San Francisco, CA
273
20,267
97,321
2,232
20,267
99,553
119,820
40,655
79,165
82,153
—
2014
Avalon Hayes Valley
San Francisco, CA
182
12,595
81,228
1,754
12,595
82,982
95,577
30,910
64,667
67,324
—
2015
Avalon Dogpatch
San Francisco, CA
326
23,523
180,698
1,300
23,523
181,998
205,521
52,136
153,385
158,894
—
2018
Avalon San Bruno I
San Bruno, CA
300
40,780
71,352
8,084
40,780
79,436
120,216
40,824
79,392
81,835
52,150
2004/2013
Avalon San Bruno II
San Bruno, CA
185
$ 23,787
$ 46,609
$ 3,483
$ 23,787
$ 50,092
$ 73,879
$ 23,186
$ 50,693
$ 52,125
$ —
2007/2013
Avalon San Bruno III
San Bruno, CA
187
33,303
65,255
2,321
33,303
67,576
100,879
31,138
69,741
71,884
51,000
2010/2013
Total San Francisco, CA
2,832
$ 221,895
$ 868,781
$ 81,021
$ 221,895
$ 949,802
$ 1,171,697
$ 478,061
$ 693,636
$ 717,532
$ 103,150
TOTAL NORTHERN CALIFORNIA
11,807
$ 682,452
$ 2,631,552
$ 489,965
$ 682,452
$ 3,121,517
$ 3,803,969
$ 1,685,282
$ 2,118,687
$ 2,186,684
$ 108,018
SOUTHERN CALIFORNIA
Los Angeles, CA
F-58
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
AVA Burbank (2)
Burbank, CA
750
$ 22,483
$ 28,078
$ 62,627
$ 22,483
$ 90,705
$ 113,188
$ 65,654
$ 47,534
$ 48,073
$ —
1961/1997
Avalon Woodland Hills
Woodland Hills, CA
663
23,828
40,329
92,876
23,828
133,205
157,033
78,669
78,364
80,697
—
1989/1997
eaves Warner Center (2)
Woodland Hills, CA
228
7,045
12,974
21,385
7,045
34,359
41,404
24,694
16,710
14,823
—
1979/1998
Avalon Glendale (3)
Glendale, CA
223
—
42,564
4,928
—
47,492
47,492
35,413
12,079
13,423
—
2003
Avalon Burbank
Burbank, CA
403
14,053
56,814
34,670
14,053
91,484
105,537
62,954
42,583
44,288
—
1988/2002
Avalon Camarillo
Camarillo, CA
249
8,446
40,239
6,194
8,446
46,433
54,879
30,747
24,132
25,524
—
2006
Avalon Wilshire
Los Angeles, CA
125
5,459
41,174
8,516
5,459
49,690
55,149
32,315
22,834
24,271
—
2007
Avalon Encino
Encino, CA
132
12,789
49,062
5,452
12,789
54,514
67,303
31,315
35,988
38,011
—
2008
Avalon Warner Place
Canoga Park, CA
210
7,920
44,823
4,494
7,920
49,317
57,237
29,284
27,953
29,533
—
2008
AVA Little Tokyo
Los Angeles, CA
280
14,734
93,977
3,338
14,734
97,315
112,049
37,848
74,201
77,050
—
2015
eaves Phillips Ranch (2)
Pomona, CA
503
9,796
41,675
21,196
9,796
62,871
72,667
30,741
41,926
42,283
—
1989/2011
eaves San Dimas
San Dimas, CA
102
1,916
7,803
3,586
1,916
11,389
13,305
5,967
7,338
7,532
—
1978/2011
eaves San Dimas Canyon
San Dimas, CA
156
2,953
12,369
3,515
2,953
15,884
18,837
8,122
10,715
10,705
—
1981/2011
AVA Pasadena
Pasadena, CA
84
8,400
11,522
7,429
8,400
18,951
27,351
8,547
18,804
19,037
—
1973/2012
eaves Cerritos
Artesia, CA
151
8,305
21,195
3,629
8,305
24,824
33,129
11,407
21,722
22,361
—
1973/2012
Avalon Playa Vista
Los Angeles, CA
309
30,900
71,944
11,406
30,900
83,350
114,250
41,232
73,018
75,275
—
2006/2012
Avalon San Dimas
San Dimas, CA
162
9,141
30,726
4,395
9,141
35,121
44,262
13,594
30,668
31,719
—
2014
Avalon Glendora
Glendora, CA
281
18,311
64,303
1,613
18,311
65,916
84,227
23,741
60,486
62,586
—
2016
F-59
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon West Hollywood
West Hollywood, CA
294
35,214
118,926
3,619
35,214
122,545
157,759
38,084
119,675
122,819
—
2017
Avalon Mission Oaks
Camarillo, CA
160
9,600
38,666
2,874
9,600
41,540
51,140
17,388
33,752
34,471
—
2014
Avalon Chino Hills
Chino Hills, CA
331
16,617
79,829
2,986
16,617
82,815
99,432
25,542
73,890
75,465
—
2017
AVA Hollywood at La Pietra Place
Los Angeles, CA
695
99,309
272,546
3,164
99,309
275,710
375,019
58,502
316,517
325,874
—
2021
Avalon Cerritos
Cerritos, CA
132
8,869
52,025
931
8,869
52,956
61,825
14,223
47,602
49,111
30,250
2017/2019
Avalon Monrovia
Monrovia, CA
154
12,125
56,202
579
12,125
56,781
68,906
10,212
58,694
60,783
—
2021
Avalon Simi Valley
Simi Valley, CA
500
42,020
77,521
13,681
42,020
91,202
133,222
44,625
88,597
89,709
—
2007/2013
AVA Studio City II
Studio City, CA
101
4,626
23,840
7,731
4,626
31,571
36,197
14,611
21,586
22,327
—
1991/2013
Avalon Studio City
Studio City, CA
276
15,756
81,318
17,699
15,756
99,017
114,773
48,279
66,494
69,461
—
2002/2013
Avalon Calabasas
Calabasas, CA
600
42,720
112,911
29,041
42,720
141,952
184,672
81,346
103,326
106,785
—
1988/2013
Avalon Oak Creek
Agoura Hills, CA
338
43,540
83,625
14,112
43,540
97,737
141,277
54,897
86,380
88,053
—
2004/2013
Avalon Santa Monica on Main
Santa Monica, CA
133
32,000
63,612
14,662
32,000
78,274
110,274
35,852
74,422
76,991
—
2007/2013
eaves Old Town Pasadena
Pasadena, CA
96
$ 9,110
$ 16,316
$ 7,084
$ 9,110
$ 23,400
$ 32,510
$ 10,879
$ 21,631
$ 22,089
$ —
1972/2013
eaves Thousand Oaks
Thousand Oaks, CA
158
13,950
21,574
7,193
13,950
28,767
42,717
16,925
25,792
26,085
—
1992/2013
eaves Los Feliz
Los Angeles, CA
263
18,940
46,201
14,359
18,940
60,560
79,500
28,895
50,605
51,172
41,400
1989/2013
AVA Toluca Hills (2)
Los Angeles, CA
1,151
86,450
170,241
107,790
86,450
278,031
364,481
110,754
253,727
249,772
—
1973/2013
eaves Woodland Hills
Woodland Hills, CA
894
68,940
96,808
27,583
68,940
124,391
193,331
66,383
126,948
129,746
111,500
1971/2013
F-60
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Thousand Oaks Plaza
Thousand Oaks, CA
148
12,810
24,025
6,251
12,810
30,276
43,086
14,971
28,115
27,550
—
2002/2013
Avalon Pasadena
Pasadena, CA
120
10,240
33,038
6,287
10,240
39,325
49,565
17,946
31,619
32,409
—
2004/2013
AVA Studio City I
Studio City, CA
450
17,658
94,094
36,414
17,658
130,508
148,166
58,823
89,343
92,791
—
1987/2013
Total Los Angeles, CA
12,005
$ 806,973
$ 2,274,889
$ 625,289
$ 806,973
$ 2,900,178
$ 3,707,151
$ 1,341,381
$ 2,365,770
$ 2,420,654
$ 183,150
Orange County, CA
AVA Newport
Costa Mesa, CA
145
$ 1,975
$ 3,814
$ 12,822
$ 1,975
$ 16,636
$ 18,611
$ 11,306
$ 7,305
$ 7,103
$ —
1956/1996
eaves Mission Viejo
Mission Viejo, CA
166
2,517
9,241
7,910
2,517
17,151
19,668
13,954
5,714
5,713
—
1984/1996
eaves South Coast
Costa Mesa, CA
258
4,709
16,063
17,148
4,709
33,211
37,920
25,669
12,251
12,099
—
1973/1996
eaves Santa Margarita (2)
Rancho Santa Margarita, CA
302
4,607
16,895
19,343
4,607
36,238
40,845
25,979
14,866
13,001
—
1990/1997
eaves Huntington Beach
Huntington Beach, CA
304
4,871
19,729
14,702
4,871
34,431
39,302
29,914
9,388
9,785
—
1971/1997
Avalon Irvine I
Irvine, CA
279
9,911
67,504
10,140
9,911
77,644
87,555
42,634
44,921
47,455
—
2010
Avalon Irvine II
Irvine, CA
179
4,358
40,890
2,606
4,358
43,496
47,854
19,289
28,565
29,404
—
2013
eaves Lake Forest
Lake Forest, CA
225
5,199
21,117
9,385
5,199
30,502
35,701
16,093
19,608
20,489
—
1975/2011
Avalon Baker Ranch
Lake Forest, CA
430
31,689
98,004
2,834
31,689
100,838
132,527
37,364
95,163
97,389
—
2015
Avalon Irvine III
Irvine, CA
156
11,607
43,973
1,012
11,607
44,985
56,592
15,447
41,145
42,401
—
2016
Avalon Brea Place
Brea, CA
653
72,925
220,151
117
72,925
220,268
293,193
34,402
258,791
267,340
—
2022
eaves Seal Beach
Seal Beach, CA
549
46,790
104,129
34,789
46,790
138,918
185,708
61,413
124,295
128,808
—
1971/2013
F-61
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Huntington Beach
Huntington Beach, CA
378
13,055
105,981
2,040
13,055
108,021
121,076
35,453
85,623
88,709
—
2017
Total Orange County, CA
4,024
$ 214,213
$ 767,491
$ 134,848
$ 214,213
$ 902,339
$ 1,116,552
$ 368,917
$ 747,635
$ 769,696
$ —
San Diego, CA
AVA Pacific Beach
San Diego, CA
564
$ 9,922
$ 40,580
$ 45,215
$ 9,922
$ 85,795
$ 95,717
$ 65,063
$ 30,654
$ 33,574
$ —
1969/1997
eaves Mission Ridge
San Diego, CA
200
2,710
10,924
17,891
2,710
28,815
31,525
23,546
7,979
8,435
—
1960/1997
eaves San Marcos
San Marcos, CA
186
3,277
13,385
10,869
3,277
24,254
27,531
10,666
16,865
17,013
—
1988/2011
eaves Rancho Penasquitos
San Diego, CA
250
6,692
27,143
14,558
6,692
41,701
48,393
22,125
26,268
27,835
—
1986/2011
Avalon Vista
Vista, CA
221
12,689
43,328
2,003
12,689
45,331
58,020
17,149
40,871
41,783
—
2015
eaves La Mesa
La Mesa, CA
168
9,490
29,412
5,348
9,490
34,760
44,250
19,709
24,541
25,900
—
1989/2013
Avalon La Jolla Colony
San Diego, CA
180
16,760
29,234
11,600
16,760
40,834
57,594
20,595
36,999
38,110
—
1987/2013
Total San Diego, CA
1,769
$ 61,540
$ 194,006
$ 107,484
$ 61,540
$ 301,490
$ 363,030
$ 178,853
$ 184,177
$ 192,650
$ —
TOTAL SOUTHERN CALIFORNIA
17,798
$ 1,082,726
$ 3,236,386
$ 867,621
$ 1,082,726
$ 4,104,007
$ 5,186,733
$ 1,889,151
$ 3,297,582
$ 3,383,000
$ 183,150
OTHER EXPANSION REGIONS
North Carolina
Avalon South End
Charlotte, NC
265
$ 13,723
$ 90,017
$ 4,694
$ 13,723
$ 94,711
$ 108,434
$ 19,681
$ 88,753
$ 92,498
$ —
2020/2021
AVA South End
Charlotte, NC
164
9,367
45,277
4,812
9,367
50,089
59,456
9,002
50,454
50,284
—
2013/2021
F-62
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Hawk (1)
Charlotte, NC
71
2,564
44,255
310
2,564
44,565
47,129
7,167
39,962
41,379
—
2021/2021
Avalon Highland Creek
Charlotte, NC
260
4,586
73,014
875
4,586
73,889
78,475
12,516
65,959
68,671
—
2022/2022
Avalon Mooresville
Mooresville, NC
203
3,770
48,862
501
3,770
49,363
53,133
5,470
47,663
49,488
—
2017/2023
Total North Carolina
963
$ 34,010
$ 301,425
$ 11,192
$ 34,010
$ 312,617
$ 346,627
$ 53,836
$ 292,791
$ 302,320
$ —
Texas
Avalon Lakeside
Flower Mound, TX
425
$ 15,073
$ 102,992
$ 1,265
$ 15,073
$ 104,257
$ 119,330
$ 23,530
$ 95,800
$ 99,577
$ —
2015/2021
Avalon Addison
Addison, TX
196
11,174
59,132
1,260
11,174
60,392
71,566
9,914
61,652
63,526
—
1995/2022
Avalon Frisco at Main
Frisco, TX
360
11,919
71,978
1,597
11,919
73,575
85,494
10,470
75,024
77,462
—
2013/2023
Avalon West Plano
Carrollton, TX
568
14,100
123,617
1,607
14,100
125,224
139,324
19,181
120,143
124,700
61,384
2016/2023
Total Texas
1,549
$ 52,266
$ 357,719
$ 5,729
$ 52,266
$ 363,448
$ 415,714
$ 63,095
$ 352,619
$ 365,265
$ 61,384
TOTAL OTHER EXPANSION REGIONS
2,512
$ 86,276
$ 659,144
$ 16,921
$ 86,276
$ 676,065
$ 762,341
$ 116,931
$ 645,410
$ 667,585
$ 61,384
TOTAL SAME STORE
76,921
$ 4,323,013
$ 16,712,630
$ 2,826,347
$ 4,323,013
$ 19,538,977
$ 23,861,990
$ 8,445,176
$ 15,416,814
$ 15,880,982
$ 723,152
F-63
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
OTHER STABILIZED
Avalon Sunset Towers (4)
San Francisco, CA
243
$ 3,561
$ 21,313
$ 18,081
$ 3,561
$ 39,394
$ 42,955
$ 30,847
$ 12,108
$ 13,002
$ —
1961/1996
Avalon West Dublin
Dublin, CA
499
39,070
223,281
4
39,070
223,285
262,355
14,985
247,370
253,859
—
2024
AVA Balboa Park
San Diego, CA
100
10,537
40,706
1,160
10,537
41,866
52,403
2,608
49,795
50,313
—
2015/2024
Avalon Cherry Hills
Englewood, CO
306
9,798
85,404
4,209
9,798
89,613
99,411
7,632
91,779
91,855
—
2015/2024
Avalon Lowry
Denver, CO
347
15,382
121,829
160
15,382
121,989
137,371
8,757
128,614
136,211
—
2019/2024
Avalon The Albemarle (4)
Washington, D.C.
234
25,140
55,945
9,668
25,140
65,613
90,753
32,378
58,375
58,681
—
1966/2013
Avalon Merrick Park
Miami, FL
254
23,779
79,305
—
23,779
79,305
103,084
7,922
95,162
98,105
—
2023
Avalon Coconut Creek
Coconut Creek, FL
270
17,551
81,659
112
17,551
81,771
99,322
3,224
96,098
—
—
2014/2025
Avalon Perimeter Park
Morrisville, NC
262
11,533
55,229
2,597
11,533
57,826
69,359
5,047
64,312
64,486
—
2018/2024
Avalon Townhome Collection Brier Creek
Durham, NC
93
4,564
32,225
—
4,564
32,225
36,789
328
36,461
—
—
2020/2025
Avalon at Palisades
Charlotte, NC
274
5,881
66,081
62
5,881
66,143
72,024
2,606
69,418
—
—
2020/2025
Avalon Princeton Circle
Princeton, NJ
221
11,705
75,465
364
11,705
75,829
87,534
6,898
80,636
83,596
—
2023
Avalon White Plains (4)
White Plains, NY
407
15,391
137,312
7,291
15,391
144,603
159,994
80,216
79,778
82,287
—
2009
Avalon Amityville
Amityville, NY
338
22,466
113,145
8
22,466
113,153
135,619
8,857
126,762
131,423
—
2024
Kanso Milford
Milford, MA
162
14,361
48,955
6
14,361
48,961
63,322
2,949
60,373
60,710
—
2024
Avalon at Pier 121
Lewisville, TX
300
8,418
53,793
1,456
8,418
55,249
63,667
5,611
58,056
59,372
—
2014/2024
Avalon Townhome
Bee Cave, TX
126
7,955
41,352
365
7,955
41,717
49,672
2,608
47,064
48,748
—
2022/2024
F-64
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Collection Bee Cave
Avalon Hill Country
Austin, TX
554
19,430
117,062
409
19,430
117,471
136,901
10,478
126,423
—
—
2015/2025
Avalon Wolf Ranch
Georgetown, TX
303
6,891
44,462
545
6,891
45,007
51,898
3,123
48,775
—
—
2017/2025
eaves Twin Creeks
Allen, TX
216
9,762
35,812
208
9,762
36,020
45,782
2,176
43,606
—
—
2025
Avalon Benbrook
Benbrook, TX
301
3,623
57,314
96
3,623
57,410
61,033
3,733
57,300
—
—
2025
Avalon Castle Hills
Lewisville, TX
276
7,522
59,007
396
7,522
59,403
66,925
3,369
63,556
—
—
2025
Avalon Frisco
Frisco, TX
330
6,559
74,620
127
6,559
74,747
81,306
4,699
76,607
—
—
2025
Avalon Frisco North
Frisco, TX
349
12,118
77,253
155
12,118
77,408
89,526
5,356
84,170
—
—
2025
eaves North Dallas
Dallas, TX
372
16,558
60,334
166
16,558
60,500
77,058
4,908
72,150
—
—
2025
Avalon Bothell Commons
Bothell, WA
467
26,699
206,444
156
26,699
206,600
233,299
14,874
218,425
225,208
—
2024
Avalon Redmond Campus
Redmond, WA
214
7,007
81,817
104
7,007
81,921
88,928
5,657
83,271
85,846
—
2024
eaves Redmond Campus II
Redmond, WA
40
10,951
4,949
—
10,951
4,949
15,900
60
15,840
—
—
1987/2025
Avalon Alderwood Place
Lynnwood, WA
328
12,524
109,227
7
12,524
109,234
121,758
2,261
119,497
—
—
2022/2025
The Park Loggia Commercial
New York, NY
N/A
77,393
76,410
12,247
77,393
88,657
166,050
19,629
146,421
148,167
—
2019
TOTAL OTHER STABILIZED
8,186
$ 464,129
$ 2,337,710
$ 60,159
$ 464,129
$ 2,397,869
$ 2,861,998
$ 303,796
$ 2,558,202
$ 1,691,869
$ —
TOTAL CURRENT COMMUNITIES (5)
85,107
$ 4,787,142
$ 19,050,340
$ 2,886,506
$ 4,787,142
$ 21,936,846
$ 26,723,988
$ 8,748,972
$ 17,975,016
$ 17,572,851
$ 723,152
DEVELOPMENT (5)
F-65
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Pleasanton
Pleasanton, CA
362
$ 6,202
$ 118,419
$ 2
$ 6,202
$ 118,421
$ 124,623
$ 395
$ 124,228
$ 20,275
$ —
N/A
Avalon Mission Valley (3)
San Diego, CA
621
—
41,756
113
—
41,869
41,869
—
41,869
—
—
N/A
Kanso Hillcrest
San Diego, CA
182
—
40,718
56
—
40,774
40,774
—
40,774
15,807
—
N/A
Avalon San Ramon
San Ramon, CA
456
—
37,557
—
—
37,557
37,557
—
37,557
—
—
N/A
Avalon Westminster Promenade
Westminster, CO
312
6,291
105,184
—
6,291
105,184
111,475
5,255
106,220
112,719
—
2024
Avalon Governor's Park
Denver, CO
304
10,302
126,946
—
10,302
126,946
137,248
5,523
131,725
134,764
—
2024
Avalon Parker
Parker, CO
312
—
56,148
—
—
56,148
56,148
—
56,148
—
—
N/A
Avalon South Miami
South Miami, FL
290
24,472
144,735
—
24,472
144,735
169,207
1,041
168,166
126,402
—
2025
Avalon North Palm Beach
Lake Park, FL
279
1,241
50,037
—
1,241
50,037
51,278
358
50,920
—
—
N/A
Avalon Kendall
Kendall, FL
224
—
38,324
—
—
38,324
38,324
—
38,324
—
—
N/A
Avalon Quincy Adams
Quincy, MA
288
—
91,394
95
—
91,489
91,489
—
91,489
38,834
—
N/A
Avalon Billerica
Billerica, MA
200
—
16,789
—
—
16,789
16,789
—
16,789
—
—
N/A
Avalon Annapolis
Annapolis, MD
508
47,599
141,862
12
47,599
141,874
189,473
4,722
184,751
173,284
—
2025
Avalon Hunt Valley West
Hunt Valley, MD
322
10,021
86,721
—
10,021
86,721
96,742
1,426
95,316
79,435
—
2025
AVA Brewer's Hill
Baltimore, MD
418
—
44,508
—
—
44,508
44,508
—
44,508
23,182
—
N/A
Avalon Townhome Collection Arundel Mills
Hanover, MD
90
—
6,537
—
—
6,537
6,537
—
6,537
—
—
N/A
Avalon Durham
Durham, NC
336
17,331
100,922
—
17,331
100,922
118,253
5,472
112,781
115,657
—
2024
F-66
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Avalon Lake Norman
Mooresville, NC
345
5,575
93,096
—
5,575
93,096
98,671
912
97,759
59,909
—
N/A
Avalon Carmel
Charlotte, NC
360
—
88,292
—
—
88,292
88,292
—
88,292
29,299
—
N/A
Avalon Oakridge I
Durham, NC
459
—
57,271
—
—
57,271
57,271
—
57,271
25,229
—
N/A
Avalon Brier Creek
Durham, NC
400
—
33,258
—
—
33,258
33,258
—
33,258
—
—
N/A
Avalon Southpoint
Durham, NC
394
—
16,385
—
—
16,385
16,385
—
16,385
—
—
N/A
Avalon W Squared at Princeton Junction
West Windsor, NJ
535
7,336
188,361
—
7,336
188,361
195,697
525
195,172
118,103
—
N/A
Avalon Princeton on Harrison
Princeton, NJ
200
8,891
68,871
—
8,891
68,871
77,762
2,078
75,684
68,584
—
2025
Avalon Wayne
Wayne, NJ
473
3,602
147,252
—
3,602
147,252
150,854
371
150,483
73,596
—
N/A
Avalon Parsippany
Parsippany, NJ
410
7,827
130,370
—
7,827
130,370
138,197
296
137,901
61,470
—
N/A
Avalon at Becker Farm
Roseland, NJ
533
2,389
148,361
—
2,389
148,361
150,750
58
150,692
65,048
—
N/A
Kanso Parsippany
Parsippany, NJ
280
—
30,552
—
—
30,552
30,552
—
30,552
—
—
N/A
Avalon Montville
Pine Brook, NJ
349
8,471
117,315
1
8,471
117,316
125,787
8,371
117,416
121,183
—
2024
Avalon Plano
Plano, TX
155
—
19,949
—
—
19,949
19,949
—
19,949
14,502
—
N/A
Avalon Tech Ridge I
Austin, TX
544
—
92,397
—
—
92,397
92,397
—
92,397
29,142
—
N/A
Avalon Northwest Hills
Austin, TX
252
—
16,368
—
—
16,368
16,368
—
16,368
—
—
N/A
TOTAL DEVELOPMENT
11,193
$ 167,550
$ 2,496,655
$ 279
$ 167,550
$ 2,496,934
$ 2,664,484
$ 36,803
$ 2,627,681
$ 1,506,424
$ —
Land Held for Development
N/A
$ 123,751
$ 8,663
$ —
$ 123,751
$ 8,663
$ 132,414
$ —
$ 132,414
$ 151,922
$ —
F-67
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
2025
2024
2025
Initial Cost
Total Cost
Community
City and state
# of homes
Land and Improvements
Building /Construction inProgress &Improvements
CostsSubsequent toAcquisition /Construction
Land and Improvements
Building /Construction inProgress &Improvements
Total
AccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Total Cost,Net ofAccumulatedDepreciation
Encumbrances
Year ofCompletion /Acquisition
Corporate Overhead
N/A
49,968
11,414
53,498
49,968
64,912
114,880
43,749
71,131
80,458
7,375,000
2025 Disposed Communities
N/A
—
—
—
—
—
—
—
—
455,407
—
TOTAL
96,300
$ 5,128,411
$ 21,567,072
$ 2,940,283
$ 5,128,411
$ 24,507,355
$ 29,635,766
$ 8,829,524
$ 20,806,242
$ 19,767,062
$ 8,098,152
(6)
_________________________________(1)Some or all of the land or an associated parking structure for this community is subject to a finance lease. (2)This community was under redevelopment for some or all of 2025, with the redevelopment activities not expected to materially impact community operations, and therefore this community is included in the Same Store portfolio and not classified as a Redevelopment Community.(3)Some or all of the land for this community is subject to an operating lease.(4)As of December 31, 2025, this community qualified as held for sale. (5)Current and Development Communities excludes Unconsolidated Communities and Unconsolidated Development Communities.(6)Balance outstanding represents total amount due at maturity, and excludes deferred financing costs and debt discount associated with the unsecured and secured notes of $45,620 and $13,588, respectively.
F-68
AVALONBAY COMMUNITIES, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONDecember 31, 2025(Dollars in thousands)
Amounts include real estate assets held for sale. The aggregate cost of total real estate for federal income tax purposes was approximately $28,049,554 at December 31, 2025. The changes in total real estate assets for the years ended December 31, 2025, 2024 and 2023 are as follows:
December 31, 2025
December 31, 2024
December 31, 2023
Balance, beginning of period
$ 27,949,782
$ 26,864,833
$ 25,871,363
Acquisitions, construction costs and improvements (1)
2,385,984
1,602,790
1,272,558
Dispositions, including casualty losses, and other activity
(700,000)
(517,841)
(279,088)
Balance, end of period
$ 29,635,766
$ 27,949,782
$ 26,864,833
_________________________________(1) 2023 amounts have been adjusted to reflect the reclassification of software development costs from Furniture, fixtures and equipment to Prepaid expenses and other assets on the Consolidated Balance Sheet. The changes in accumulated depreciation for the years ended December 31, 2025, 2024 and 2023, are as follows:
December 31, 2025
December 31, 2024
December 31, 2023
Balance, beginning of period
$ 8,182,720
$ 7,521,962
$ 6,878,556
Depreciation (1)
913,376
846,853
781,313
Dispositions, including casualty losses, and other activity
(266,572)
(186,095)
(137,907)
Balance, end of period
$ 8,829,524
$ 8,182,720
$ 7,521,962
_________________________________(1) 2023 amounts have been adjusted to reflect the reclassification of software development costs from Furniture, fixtures and equipment to Prepaid expenses and other assets on the Consolidated Balance Sheet.
F-69
EX-99.3eqr-ex99_3.htm72,170 charsexpand_more
EX-99.3
5
eqr-ex99_3.htm
EX-99.3
EX-99.3
Exhibit 99.3 AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands, except per share data)
March 31, 2026
December 31, 2025
(unaudited)
ASSETS
Real estate:
Land and improvements
$ 4,989,148
$ 4,960,568
Buildings and improvements
21,444,491
21,252,137
Furniture, fixtures and equipment
1,596,077
1,546,813
28,029,716
27,759,518
Less accumulated depreciation
(8,914,545)
(8,686,084)
Net operating real estate
19,115,171
19,073,434
Construction in progress, including land
1,575,669
1,458,795
Land held for development
135,134
123,751
Real estate assets held for sale, net
—
150,262
Total real estate, net
20,825,974
20,806,242
Cash and cash equivalents
121,231
187,234
Restricted cash
169,863
165,849
Unconsolidated investments
193,271
193,441
Deferred development costs
68,765
73,237
Prepaid expenses and other assets
602,145
618,597
Right of use lease assets
145,704
147,537
Total assets
$ 22,126,953
$ 22,192,137
LIABILITIES AND EQUITY
Unsecured debt, net
$ 7,881,320
$ 7,879,380
Variable rate unsecured credit facility and commercial paper, net
769,722
739,608
Mortgage notes payable, net
709,176
709,564
Dividends payable
251,694
250,548
Payables for construction
107,546
92,267
Accrued expenses and other liabilities
391,768
391,973
Lease liabilities
163,517
165,200
Accrued interest payable
76,415
68,591
Resident security deposits
61,174
60,689
Total liabilities
10,412,332
10,357,820
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at March 31, 2026 and December 31, 2025; zero shares issued and outstanding at March 31, 2026 and December 31, 2025
—
—
Common stock, $0.01 par value; 280,000,000 shares authorized at March 31, 2026 and December 31, 2025; 139,111,007 and 140,080,657 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
1,391
1,401
Additional paid-in capital
11,117,451
11,212,296
Accumulated earnings less dividends
339,630
371,157
Accumulated other comprehensive income
32,453
26,486
Total stockholders' equity
11,490,925
11,611,340
Noncontrolling interests
223,696
222,977
1
Total equity
11,714,621
11,834,317
Total liabilities and equity
$ 22,126,953
$ 22,192,137
See accompanying notes to Condensed Consolidated Financial Statements.
2
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)(Dollars in thousands, except per share data)
For the three months ended March 31,
2026
2025
Revenue:
Rental and other income
$ 768,446
$ 744,138
Management, development and other fees
1,833
1,742
Total revenue
770,279
745,880
Expenses:
Operating expenses, excluding property taxes
198,419
187,030
Property taxes
90,109
81,831
Expensed transaction, development and other pursuit costs, net of recoveries
3,416
4,744
Interest expense, net
71,489
59,864
Depreciation expense
233,104
217,888
General and administrative expense
22,077
19,780
Casualty and impairment loss
4,619
—
Total expenses
623,233
571,137
Loss from unconsolidated investments
(6,527)
(999)
Structured Investment Program interest income
7,481
6,113
Gain on sale of communities
179,912
56,469
Other real estate activity
84
155
Income before income taxes
327,996
236,481
Income tax benefit
294
116
Net income
328,290
236,597
Net income attributable to noncontrolling interests
(2,560)
—
Net income attributable to common stockholders
$ 325,730
$ 236,597
Earnings per common share - basic:
Net income attributable to common stockholders
$ 2.33
$ 1.66
Earnings per common share - diluted:
Net income attributable to common stockholders
$ 2.33
$ 1.66
See accompanying notes to Condensed Consolidated Financial Statements.
3
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(unaudited)(Dollars in thousands)
For the three months ended March 31,
2026
2025
Comprehensive income:
Net income
$ 328,290
$ 236,597
Other comprehensive income (loss):
Gain (loss) on cash flow hedges
6,576
(3,597)
Cash flow hedge gains reclassified to earnings
(563)
(273)
Other comprehensive income (loss)
6,013
(3,870)
Comprehensive income
334,303
232,727
Comprehensive income attributable to noncontrolling interests
(2,606)
—
Comprehensive income attributable to common stockholders
$ 331,697
$ 232,727
See accompanying notes to Condensed Consolidated Financial Statements.
4
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF EQUITY(unaudited)(Dollars in thousands)
Commonstock
Additionalpaid-incapital
Accumulatedearningslessdividends
Accumulatedothercomprehensiveincome (loss)
Total stockholders' equity
Noncontrolling interests
Totalequity
Balance at December 31, 2025
$ 1,401
$ 11,212,296
$ 371,157
$ 26,486
$ 11,611,340
$ 222,977
$ 11,834,317
Net income
—
—
325,730
—
325,730
2,560
328,290
Gain on cash flow hedges, net
—
—
—
6,526
6,526
50
6,576
Cash flow hedge gains reclassified to earnings
—
—
—
(559)
(559)
(4)
(563)
Dividends declared ($1.78 per share)
—
—
(248,883)
—
(248,883)
(1,887)
(250,770)
Issuance of common stock, net of withholdings
2
(13,165)
371
—
(12,792)
—
(12,792)
Repurchase of common stock, including repurchase costs
(12)
(89,723)
(108,745)
—
(198,480)
—
(198,480)
Amortization of deferred compensation
—
8,043
—
—
8,043
—
8,043
Balance at March 31, 2026
$ 1,391
$ 11,117,451
$ 339,630
$ 32,453
$ 11,490,925
$ 223,696
$ 11,714,621
5
Commonstock
Additionalpaid-incapital
Accumulatedearningslessdividends
Accumulatedothercomprehensiveincome (loss)
Total stockholders' equity
Noncontrolling interests
Totalequity
Balance at December 31, 2024
$ 1,422
$ 11,314,116
$ 591,250
$ 34,304
$ 11,941,092
$ —
$ 11,941,092
Net income attributable to common stockholders
—
—
236,597
—
236,597
—
236,597
Loss on cash flow hedges, net
—
—
—
(3,597)
(3,597)
—
(3,597)
Cash flow hedge gains reclassified to earnings
—
—
—
(273)
(273)
—
(273)
Dividends declared to common stockholders ($1.75 per share)
—
—
(250,265)
—
(250,265)
—
(250,265)
Issuance of common stock, net of withholdings
1
(14,371)
(1,096)
—
(15,466)
—
(15,466)
Amortization of deferred compensation
—
8,195
—
—
8,195
—
8,195
Balance at March 31, 2025
$ 1,423
$ 11,307,940
$ 576,486
$ 30,434
$ 11,916,283
$ —
$ 11,916,283
See accompanying notes to Condensed Consolidated Financial Statements.
6
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)(Dollars in thousands)
For the three months ended March 31,
2026
2025
Cash flows from operating activities:
Net income
$ 328,290
$ 236,597
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
233,104
217,888
Amortization of deferred financing costs and debt discount
3,634
3,233
Amortization of stock-based compensation
5,699
5,662
Equity in loss of, and return on, unconsolidated investments and noncontrolling interests, net of eliminations
9,851
3,093
Casualty and impairment loss
2,007
—
Expensed transaction, development and other pursuit costs, net of recoveries
3,416
4,744
Cash flow hedge gains reclassified to earnings
(388)
(273)
Gain on sale of real estate assets
(179,996)
(56,660)
Increase in accrued interest receivable
(7,186)
(5,806)
Decrease (increase) in prepaid expenses and other assets
13,111
(3,157)
Increase in accrued expenses, other liabilities, accrued interest payable and resident security deposits
7,391
10,582
Net cash provided by operating activities
418,933
415,903
Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
(336,820)
(237,282)
Acquisition of real estate assets, including partnership interest
—
(187,362)
Capital expenditures - existing real estate assets
(59,453)
(48,370)
Capital expenditures - non-real estate assets
(514)
(256)
Increase (decrease) in payables for construction
15,279
(3,400)
Proceeds from sale of real estate, net of selling costs
330,378
63,651
Note receivable lending
(11,999)
(12,560)
Note receivable repayments
17,580
109
Distributions from unconsolidated entities and investment sale proceeds
180
—
Unconsolidated investments
(3,611)
(2,395)
Net cash used in investing activities
(48,980)
(427,865)
Cash flows from financing activities:
Issuance of common stock, net
—
693
Repurchase of common stock, net
(198,480)
—
Dividends paid
(249,300)
(243,678)
Net borrowings under unsecured credit facility and commercial paper
30,114
224,942
Repayments of mortgage notes payable, including prepayment penalties
(982)
(1,171)
Payment of deferred financing costs
(224)
—
Payments related to tax withholding for share-based compensation
(13,070)
(16,353)
Noncontrolling interests, joint venture and preferred equity transactions
—
(440)
Net cash used in financing activities
(431,942)
(36,007)
Net decrease in cash, cash equivalents and restricted cash
(61,989)
(47,969)
Cash, cash equivalents and restricted cash, beginning of period
353,083
267,076
Cash, cash equivalents and restricted cash, end of period
$ 291,094
$ 219,107
7
Cash paid during the period for interest, net of amount capitalized
$ 60,407
$ 40,160
See accompanying notes to Condensed Consolidated Financial Statements.
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported with the Condensed Consolidated Statements of Cash Flows (dollars in thousands):
March 31, 2026
March 31, 2025
Cash and cash equivalents
$ 121,231
$ 53,255
Restricted cash
169,863
165,852
Cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows
$ 291,094
$ 219,107
Supplemental disclosures of non-cash investing and financing activities: During the three months ended March 31, 2026: •As described in Note 4, Equity, the Company issued 233,363 shares of common stock as part of the Company's stock-based compensation plans, of which 123,221 shares related to the conversion of performance awards to shares of common stock, and the remaining 110,142 shares valued at $19,790,000 were issued in connection with new stock grants; 1,790 shares valued at $324,000 were issued through the Company's dividend reinvestment plan; 74,065 shares valued at $13,124,000 were withheld to satisfy employees' tax withholding and other liabilities; and 402 restricted shares with an aggregate value of $79,000 were forfeited. •Common stock and DownREIT Unit dividends declared but not paid totaled $250,593,000. •The Company recorded (i) a decrease to prepaid expenses and other assets of $6,576,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $563,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity. During the three months ended March 31, 2025: •The Company issued 181,588 shares of common stock as part of the Company's stock-based compensation plans, of which 103,332 shares related to the conversion of performance awards to shares of common stock, and the remaining 78,256 shares valued at $17,346,000 were issued in connection with new stock grants; 811 shares valued at $176,000 were issued through the Company's dividend reinvestment plan; and 72,196 shares valued at $16,229,000 were withheld to satisfy employees' tax withholding and other liabilities. •Common stock dividends declared but not paid totaled $249,599,000. •The Company recorded (i) a decrease to prepaid expenses and other assets of $3,597,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $273,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity.
9
AVALONBAY COMMUNITIES, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited) 1. Organization, Basis of Presentation and Significant Accounting Policies Organization and Basis of Presentation AvalonBay Communities, Inc. (the Company, which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its subsidiaries) is a Maryland corporation that has elected to be treated as a real estate investment trust ( REIT ) for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the Code ). The Company develops, redevelops, acquires, owns and operates multifamily communities in Boston, Massachusetts, the New York/New Jersey metro area, the Mid-Atlantic, Seattle, Washington, and Northern and Southern California, as well as in the Company's expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado. As of March 31, 2026, the Company owned or held a direct or indirect ownership interest in 319 apartment communities containing 98,271 apartment homes in 11 states and the District of Columbia, of which 25 communities were under construction. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 30 communities that, if developed as expected, will contain an estimated 9,866 apartment homes. The interim unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles ( GAAP ) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ( SEC ). Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements should be read in conjunction with the financial statements and notes included in this Form 8-K. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included. Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, certain joint venture partnerships, subsidiary partnerships structured as DownREITs, and any variable interest entities that qualify for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation. Noncontrolling Interests The Company classifies the carrying value of the DownREIT Units as noncontrolling interests, as the units may be redeemed by unitholders on or after April 30, 2026 for cash or common stock at the Company's election. Net income and comprehensive income is allocated to the DownREIT Units pro-rata based on the weighted average proportion of DownREIT Units to the weighted average combined total of outstanding common stock, participating securities, and DownREIT Units for the period. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes all cash and liquid investments with an original maturity of three months or less from the date acquired. Restricted cash includes principal reserve funds that are restricted for the repayment of specified secured financing,
10
amounts the Company has designated for planned 1031 exchange activity and resident security deposits. The majority of the Company's cash, cash equivalents and restricted cash are held at major commercial banks. Earnings per Common Share Basic earnings per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per common share on a diluted basis. Diluted earnings per common share was computed using the treasury stock method for performance awards, options, participating securities and forward contracts, and using the if-converted method for DownREIT Units. The Company's earnings per common share are determined as follows (dollars in thousands, except per share data):
For the three months ended March 31,
2026
2025
Basic and diluted shares outstanding
Weighted average common shares - basic
139,549,709
142,113,283
Effect of dilutive securities
1,263,077
373,275
Weighted average common shares - diluted
140,812,786
142,486,558
Calculation of Earnings per Common Share - basic
Net income attributable to common stockholders
$ 325,730
$ 236,597
Net income allocated to unvested restricted shares
(649)
(445)
Net income attributable to common stockholders - basic
$ 325,081
$ 236,152
Weighted average common shares - basic
139,549,709
142,113,283
Earnings per common share - basic
$ 2.33
$ 1.66
Calculation of Earnings per Common Share - diluted
Net income attributable to common stockholders
$ 325,730
$ 236,597
Net income attributable to DownREIT unitholders in consolidated partnerships
2,560
—
Net income - diluted
$ 328,290
$ 236,597
Weighted average common shares - diluted
140,812,786
142,486,558
Earnings per common share - diluted
$ 2.33
$ 1.66
Certain options to purchase shares of common stock in the amounts of 294,892, forward contracts to sell shares of common stock in the amounts of 3,680,000, and unvested performance awards in the amounts of 96,575 as of March 31, 2026 were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Certain options to purchase shares of common stock in the amounts of 19,266, forward contracts to sell shares of common stock in the amounts of
11
3,921,738, and unvested performance awards in the amount of 43,105 as of March 31, 2025 were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Derivative Instruments and Hedging Activities The Company enters into interest rate swap and interest rate cap agreements (collectively, Hedging Derivatives ) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivatives for trading or other speculative purposes. The Company assesses the effectiveness of qualifying hedges, both at inception and on an ongoing basis. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets and the fair values of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net on the accompanying Condensed Consolidated Statements of Operations. For the Hedging Derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the Hedging Derivatives' fair value in accumulated other comprehensive income on the accompanying Condensed Consolidated Statements of Comprehensive Income. Amounts recorded in accumulated other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that qualify as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding hedged item. Receipts or payments associated with the gains and losses on the Company’s cash flow hedges of future fixed rate debt issuances are presented as a component of cash flows from financing activities in the period the hedges are terminated and the receipt or payments for the Company’s cash flow hedges of interest on variable rate debt are presented as a component of cash flows from operating activities. Payments for derivatives that are not designated in hedging relationships are presented as a component of cash flows from operating activities. See Note 11, “Fair Value,” for further discussion of derivative financial instruments. Acquisitions of Investments in Real Estate The Company accounts for real estate acquisitions as either an asset acquisition or a business combination. Under either model, the Company identifies and determines the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases. The Company utilizes various sources to determine fair value, including its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed. For a business combination, the Company records the assets acquired and liabilities assumed based on the fair value of each respective item. For an asset acquisition, the purchase price is allocated based on the relative fair value of the net assets. The Company expenses all applicable acquisition costs for a business combination and capitalizes all applicable acquisition costs for an asset acquisition. The Company expects that acquisitions of individual operating communities will generally be asset acquisitions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to amounts in prior years' financial statements and notes to the financial statements to conform to current year presentations as a result of changes in held for sale classification, disposition activity and segment classification.
12
Leases The Company is party to leases as both a lessor and a lessee, primarily as follows: •lessor of residential and commercial space within its apartment communities; and•lessee under (i) ground leases for land underlying current operating or development communities and certain commercial and parking facilities and (ii) office leases for its corporate headquarters and regional offices. Lessee Considerations The Company assesses whether a contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset, including specified portions of larger assets, for a period of time in exchange for consideration.The Company’s leases include both fixed and variable lease payments that are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Variable lease payments are generally not included in the lease liability, but recognized as variable lease expense in the period in which they are incurred. For leases that have options to extend the term or terminate the lease early, the Company only factored the impact of such options into the lease term if the option was considered reasonably certain to be exercised. The Company determines the discount rate associated with its ground and office leases on a lease-by-lease basis using the Company’s actual borrowing rates as well as indicative market pricing for longer term rates and taking into consideration the remaining term of the lease agreements. For leases that are 12 months or less, the Company elected the practical expedient to not recognize the lease asset and liability. Lessor Considerations The Company's residential and commercial leases at its apartment communities are operating leases. For leases that include rent concessions and/or fixed and determinable rent increases, rental income is recognized on a straight-line basis over the noncancellable term of the lease, which, for residential leases, is generally one year. Some of the Company’s commercial leases have renewal options which the Company will only include in the lease term if, at the commencement of the lease, it is reasonably certain that the lessee will exercise this option. For the Company’s leases, which are comprised of a lease component and common area maintenance as a non-lease component, the Company determined that (i) the leases are operating leases, (ii) the lease component is the predominant component and (iii) all components of its operating leases share the same timing and pattern of transfer. Revenue and Gain Recognition The Company recognizes revenue for the transfer of goods and services to customers for consideration that the Company expects to receive. The majority of the Company’s revenue is derived from residential and commercial rental and other lease income, which are accounted for as discussed above, under Leases. The Company's revenue streams that are not accounted for as residential and commercial rental and other lease income include (i) management, development and other fees, (ii) non-lease related revenue and (iii) gains or losses on the sale of real estate. The following table details the Company’s revenue disaggregated by reportable operating segment, further discussed in Note 8, “Segment Reporting,” for the three months ended March 31, 2026 and 2025. Segment information for total revenue excludes real
13
estate assets that were sold from January 1, 2025 through March 31, 2026, or otherwise qualify as held for sale as of March 31, 2026, as described in Note 6, Real Estate Disposition Activities (dollars in thousands):
Same Store
Other Stabilized
Development/Redevelopment
Non-allocated (1)
Total
For the three months ended March 31, 2026
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 1,833
$ 1,833
Non-lease related revenue (2)
2,296
1,556
179
—
4,031
Total non-lease revenue
2,296
1,556
179
1,833
5,864
Lease income (3)
709,122
32,310
18,585
—
760,017
Total revenue
$ 711,418
$ 33,866
$ 18,764
$ 1,833
$ 765,881
For the three months ended March 31, 2025
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 1,742
$ 1,742
Non-lease related revenue (2)
2,203
1,366
46
—
3,615
Total non-lease revenue
2,203
1,366
46
1,742
5,357
Lease income (3)
698,763
8,643
7,874
—
715,280
Total revenue
$ 700,966
$ 10,009
$ 7,920
$ 1,742
$ 720,637
______________________________(1)Represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment.(2)Amounts include revenue streams related to leasing activities that are not considered components of a lease, and revenue streams not related to leasing activities including, but not limited to, application fees, renters insurance fees and vendor revenue sharing.(3)Represents residential and commercial rental and other lease income, as discussed above, under Leases. Due to the nature and timing of the Company’s identified revenue streams, there were no material amounts of outstanding or unsatisfied performance obligations as of March 31, 2026. Uncollectible Lease Revenue Reserves The Company recorded an aggregate offset to income for uncollectible lease revenue, net of amounts received from government rent relief programs, for its residential and commercial portfolios of $10,643,000 and $12,074,000 for the three months ended March 31, 2026 and 2025, respectively.
14
Recently Issued and Adopted Accounting Standards In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires the disaggregation for certain expenses presented on the face of an entity’s income statement in the entity's disclosures. Additionally, it requires the disclosure of selling expenses and descriptions of amounts not separately disaggregated. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The Company is assessing the standard and does not expect it to have a material effect on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which updates the accounting for software implementation and development, specifically with respect to cost capitalization. The amendments replace the former model which considered prescriptive and sequential software development stages with an approach that is focused on management authorization and probability that the project will be completed and used for its intended purpose. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods within those annual periods. The Company is assessing the standard and does not expect it to have a material effect on the Company's financial position or results of operations. 2. Interest Capitalized The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company's development and redevelopment activities totaled $14,557,000 and $10,479,000 for the three months ended March 31, 2026 and 2025, respectively.
15
3. Debt The Company's debt, which consists of unsecured notes, the variable rate term loan (the Term Loan ), mortgage notes payable, the Credit Facility and Commercial Paper, each as defined below, as of March 31, 2026 and December 31, 2025 is summarized below. The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of March 31, 2026 and December 31, 2025, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, Real Estate Disposition Activities ). The weighted average interest rates in the following table for secured and unsecured debt include financing costs, including debt issuance costs as well as credit enhancement and trustees' fees, the impact of interest rate hedges and mark-to-market adjustments.
March 31, 2026
December 31, 2025
Fixed rate unsecured debt (1)
$ 7,925,000
3.6%
$ 7,925,000
3.6%
Fixed rate mortgage notes payable—conventional and tax-exempt
332,320
3.9%
332,602
3.9%
Variable rate mortgage notes payable—conventional and tax-exempt
389,850
4.0%
390,550
4.0%
Total mortgage notes payable and unsecured debt
8,647,170
3.6%
8,648,152
3.6%
Credit Facility
—
—%
—
—%
Commercial paper
770,000
4.1%
740,000
4.0%
Total principal outstanding
9,417,170
3.7%
9,388,152
3.7%
Less deferred financing costs and debt discount (2)
(56,952)
(59,600)
Total
$ 9,360,218
$ 9,328,552
_____________________________________(1)Includes the $550,000 Term Loan that has been swapped to an effective fixed rate of 4.44% using interest rate hedges. (2)Excludes deferred financing costs associated with the Credit Facility and Commercial Paper, which are included in Prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company has a $2,500,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the Credit Facility ) which matures in April 2030. The interest rate that would be applicable to borrowings under the Credit Facility was 4.39% at March 31, 2026 and was composed of (i) the Secured Overnight Financing Rate ( SOFR ), applicable to the period of borrowing for a particular draw of funds from the Credit Facility (e.g., one month to maturity, three months to maturity, etc.), plus (ii) the current borrowing spread to SOFR of 0.705% per annum, assuming a daily SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65% to SOFR plus 1.40% based upon the rating of the Company's unsecured senior notes. There is also an annual facility commitment fee of 0.12% of the borrowing capacity under the Credit Facility, which can vary from 0.10% to 0.30% based upon the rating of the Company's unsecured senior notes. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets, specifically greenhouse gas emission reductions, with the adjustment determined annually. The annual determination under the sustainability-linked pricing component occurred in July 2025, maintaining reductions of approximately 0.02% to the interest rate margin and 0.005% to the commitment fee due to the Company's achievement of sustainability targets. The Company has an unsecured commercial paper note program (the “Commercial Paper Program”) with a maximum amount of commercial paper notes that can be outstanding at any one time not to exceed $1,000,000,000. Under the terms of the Commercial Paper Program, the Company may issue unsecured commercial paper notes with maturities of less than one year. The Commercial Paper Program is backstopped by the Company's commitment to maintain available borrowing capacity under its Credit Facility in an amount equal to actual borrowings under the Commercial Paper Program.
16
The availability under the Company's Credit Facility as of March 31, 2026 and December 31, 2025 was as follows (dollars in thousands):
March 31, 2026
December 31, 2025
Credit Facility commitment
$ 2,500,000
$ 2,500,000
Credit Facility outstanding
—
—
Commercial paper outstanding
(770,000)
(740,000)
Letters of credit outstanding (1)
(864)
(864)
Total Credit Facility available
$ 1,729,136
$ 1,759,136
_____________________________________(1)In addition, the Company had $49,584 and $52,584 outstanding in additional letters of credit unrelated to the Credit Facility as of March 31, 2026 and December 31, 2025, respectively. In the aggregate, secured notes payable mature at various dates from March 2027 through July 2066, and are secured by certain apartment communities with a net carrying value of $1,198,667,000, excluding communities classified as held for sale, if any, as of March 31, 2026. Scheduled payments and maturities of secured notes payable and unsecured debt outstanding at March 31, 2026 were as follows (dollars in thousands):
Year
Secured notes principal payments and maturities
Unsecured debt maturities
Stated interest rate of unsecured debt
2026
10,829
475,000
2.95%
300,000
2.90%
2027
248,859
400,000
3.35%
2028
13,902
450,000
3.20%
400,000
1.90%
2029
126,262
450,000
3.30%
550,000
SOFR + 0.78%
2030
3,300
700,000
2.30%
400,000
4.35%
2031
3,500
600,000
2.45%
2032
4,000
700,000
2.05%
2033
5,000
350,000
5.00%
400,000
5.30%
2034
10,900
400,000
5.35%
2035
13,400
400,000
5.00%
Thereafter
282,218
350,000
3.90%
300,000
4.15%
300,000
4.35%
$ 722,170
$ 7,925,000
The Company was in compliance at March 31, 2026 with customary covenants under the Credit Facility, the Term Loan and the indentures under which the unsecured notes were issued.
17
4. Equity As of March 31, 2026 and December 31, 2025, the Company's charter had authorized for issuance a total of 280,000,000 shares of common stock and 50,000,000 shares of preferred stock. During the three months ended March 31, 2026, the Company: i.issued 1,790 shares of common stock through the Company's dividend reinvestment plan;ii.issued 233,363 shares of common stock in connection with restricted stock grants and the conversion of performance awards to shares of common stock;iii.withheld 74,065 shares of common stock to satisfy employees' tax withholding and other liabilities;iv.canceled 402 shares of restricted common stock upon forfeiture; andv.repurchased 1,130,336 shares of common stock through the 2025 Stock Repurchase Program and 2026 Stock Repurchase Program, discussed below. Deferred compensation granted under the Company's Second Amended and Restated 2009 Equity Incentive Plan (the Plan ) does not impact the Company's Condensed Consolidated Financial Statements until recognized as compensation cost. The Company has a continuous equity program (the CEP ) under which the Company may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of its common stock from time to time. During the three months ended March 31, 2026 and 2025, the Company had no sales under the CEP. As of March 31, 2026, the Company had $623,997,000 remaining authorized for issuance under the program. In addition to the CEP, during the year ended December 31, 2024, the Company completed an underwritten public offering pursuant to which it entered into forward contracts to sell 3,680,000 shares of common stock at a discount to the closing price of $226.52 per share for approximate net proceeds of $808,606,000 based on the initial forward price. Settlement of the forward contracts is expected to occur on one or more dates not later than December 31, 2026. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor.In February 2026, the Company terminated its then-existing stock repurchase program (the 2025 Stock Repurchase Program ) and adopted a new stock repurchase program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $1,000,000,000 (the 2026 Stock Repurchase Program ). Purchases of common stock under the 2026 Stock Repurchase Program may occur from time to time at the Company’s discretion. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The 2026 Stock Repurchase Program does not have an expiration date and may be suspended or terminated at any time without prior notice. During the three months ended March 31, 2026, the Company repurchased 1,130,336 shares of common stock at an average price of $175.59 per share, including fees, for a total of $198,480,000 under the 2025 Stock Repurchase Program and the 2026 Stock Repurchase Program. As of March 31, 2026, the Company had $914,354,000 remaining capacity under the 2026 Stock Repurchase Program. 5. Investments Structured Investment Program The Company operates a Structured Investment Program (the SIP ), an investment platform through which the Company provides mezzanine loans or preferred equity to third-party multifamily developers. During the three months ended March 31, 2026, the Company received full repayment of $17,580,000 which includes principal and interest for one mezzanine loan. As of March 31, 2026, the Company had eight commitments to fund up to $226,785,000 in the aggregate with a weighted average rate of return of 11.8% and a weighted average final maturity date of October 2028. As of March 31, 2026, the Company had funded $209,827,000 of these commitments and recognized interest income, exclusive of expected credit losses, of $7,216,000 and $6,130,000 for the three months ended March 31, 2026 and 2025, respectively, from the SIP. Interest income and any change in
18
the expected credit loss are included as a component of Structured Investment Program interest income on the accompanying Condensed Consolidated Statements of Operations. The Company evaluates each SIP commitment to determine the classification as a loan or an investment in a real estate development project. As of March 31, 2026, all of the SIP commitments are classified as loans. The Company includes amounts outstanding under the SIP as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company evaluates the credit risk for each commitment on an ongoing basis, estimating the reserve for credit losses using relevant available information from internal and external sources. Market-based historical credit loss data provides the basis for the estimation of expected credit losses, with adjustments, if necessary, for differences in current commitment-specific risk characteristics, such as the amount of equity capital provided by a borrower, amount of senior debt secured by the project, nature of the real estate being developed or other factors. Unconsolidated Investments As of March 31, 2026, the Company had investments in four unconsolidated entities with real estate holdings, with ownership interests ranging from 20.0% to 28.6%, coupled with other unconsolidated investments including third-party property technology and sustainability focused companies and investment management funds. The Arts District joint venture, in which the Company holds a 25% ownership interest, owns one apartment community that is subject to a mortgage loan with an outstanding balance of $162,911,000 as of March 31, 2026. The Company has provided the lender a partial payment guarantee for 25% of the loan's maximum borrowing capacity. Any amounts payable under the 25% loan guarantee by the Company are obligations of the joint venture partners in proportion to their ownership interest, and in the event the Company is obligated to perform under its loan guarantee, its joint venture partner is obligated to reimburse the Company for 75% of amounts paid. The Company accounts for its unconsolidated investments under the equity method of accounting, net asset value or the measurement alternative with the carrying amount of the investment adjusted to fair value when there is an observable transaction for the same or similar investment of the same issuer indicating a change in fair value. The significant accounting policies of the unconsolidated investments are consistent with those of the Company in all material respects. Certain of these investments are subject to various buy‑sell provisions or other rights which are customary in real estate joint venture agreements. The Company and its partners in these entities may initiate these provisions to either sell the Company's interest or acquire the interest from the Company's joint venture partner.
19
Expensed Transaction, Development and Other Pursuit Costs The Company capitalizes costs associated with its development activities to the basis of land held when future development is probable, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs ( Development Rights ). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. If the Company determines a Development Right is no longer probable, the Company recognizes any necessary expense to write down its basis. The Company assesses its portfolio of land held for development and land held for investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land. The Company incurred expenses of $3,416,000 and $4,744,000 for the three months ended March 31, 2026 and 2025, respectively, for expensed transaction, development and other pursuit costs, net of recoveries, which include costs related to development pursuits that were not yet probable of future development at the time incurred, or for pursuits that the Company determined are no longer probable of being developed. The amount for the three months ended March 31, 2025 includes a write-off of $3,668,000 for one development opportunity that the Company determined was no longer probable. These costs are included in expensed transaction, development and other pursuit costs, net of recoveries on the accompanying Condensed Consolidated Statements of Operations. These costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods. Long-Lived Assets Casualty Loss For the three months ended March 31, 2026, the Company recognized $4,619,000 of expense from property damage at certain of the Company's communities, reported as casualty and impairment loss on the accompanying Condensed Consolidated Statements of Operations. The expense for the three months ended March 31, 2026 relates to damage from a water pipe break at a community in New Jersey and damage at communities throughout the portfolio from winter storms. 6. Real Estate Disposition Activities The following real estate sales occurred during the three months ended March 31, 2026 (dollars in thousands):
Community name
Location
Period of sale
Apartment homes
Gross sales price
Gain on disposition (1)
Commercial square feet
Avalon Sunset Towers
San Francisco, CA
Q1 2026
243
$ 105,000
$ 85,567
—
Avalon White Plains
White Plains, NY
Q1 2026
407
166,000
84,408
—
Avalon The Albemarle
Washington D.C.
Q1 2026
234
69,750
9,713
1,000
Total
884
$ 340,750
$ 179,688
1,000
_________________________________(1) Gain on disposition was reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Operations. At March 31, 2026, the Company had no real estate assets that qualified as held for sale. 7. Commitments and Contingencies Legal Contingencies The Company recognizes a loss associated with contingent legal matters when the loss is probable and estimable. In 2022 and early 2023, the Company was named as a defendant in cases brought by private litigants alleging antitrust violations by RealPage, Inc. and owners and/or operators of multifamily housing which utilize revenue management systems provided by
20
RealPage, Inc. The Company engaged with the plaintiffs' counsel to explain why it believed that these cases were without merit as they pertained to the Company. Following these discussions, the plaintiffs filed a notice of voluntary dismissal in July 2023, which resulted in the Company being dismissed without prejudice from these cases. Subsequently, on November 1, 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc. and a number of owners and/or operators of multifamily housing in the District of Columbia, including the Company, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data (the “D.C. Antitrust Litigation”). The court has denied the Company's motions to dismiss and for judgment on the pleadings. On January 15, 2025, the Office of the Attorney General of the State of Maryland filed a lawsuit similar to the D.C. Antitrust Litigation in the Circuit Court for Prince George’s County, Maryland in which RealPage, Inc. and a number of owners and/or operators of multifamily properties in Maryland, including the Company, have been named and alleged to have violated state antitrust law (the “Maryland Antitrust Litigation”). On February 28, 2025, the Company filed a motion to dismiss. On April 23, 2025, the Attorney General of the State of New Jersey and the New Jersey Division of Consumer Affairs filed a lawsuit similar to the D.C. Antitrust Litigation and the Maryland Antitrust Litigation in the U.S. District Court for the District of New Jersey. The lawsuit alleges that RealPage, Inc. and a number of owners and/or operators of multifamily properties in New Jersey, including the Company, violated federal and state antitrust laws and the state consumer fraud law (the “New Jersey Antitrust Litigation”) by unlawfully agreeing to use RealPage, Inc. revenue management systems and other related actions. On July 29, 2025, the Company filed a motion to dismiss. On March 31, 2026, the court granted without prejudice the Company’s motion with respect to the federal and state antitrust claims but denied it with respect to the state consumer fraud claim. See Note 12, Subsequent Events, for further discussion of the New Jersey Antitrust Litigation. While the Company intends to vigorously defend against the D.C. Antitrust Litigation, the Maryland Antitrust Litigation and the New Jersey Antitrust Litigation, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuits. The Company is involved in various other claims and/or administrative proceedings that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations. Lease Obligations The Company owns seven apartment communities, two commercial properties and one development community located on land subject to ground leases expiring between July 2046 and May 2123. The Company has purchase options for all ground leases expiring prior to 2062. The ground leases for six of the seven apartment communities, the two commercial properties and one development community are operating leases, with rental expense recognized on a straight-line basis over the lease term. In addition, the Company is party to 13 leases for its corporate and regional offices with varying terms through August 2031, all of which are operating leases. During the three months ended March 31, 2026, the Company did not enter into any new ground leases. The ground lease for the development community includes a completion guaranty that obligates the Company to complete construction of the community and certain off-site infrastructure improvements prior to May 2030. The Company expects to complete construction in Q1 2029 for an estimated total capital cost of $302,000,000. As of March 31, 2026 and December 31, 2025, the Company had total operating lease assets of $118,168,000 and $119,888,000, respectively, and lease obligations of $143,655,000 and $145,319,000, respectively, reported as components of right of use lease assets and lease liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company incurred costs of $3,924,000 and $3,935,000 for the three months ended March 31, 2026 and 2025, respectively, related to operating leases.
21
The Company has one apartment community located on land subject to a ground lease and four leases for portions of parking garages adjacent to apartment communities that are finance leases. As of March 31, 2026 and December 31, 2025, the Company had total finance lease assets of $27,536,000 and $27,649,000, respectively, and total finance lease obligations of $19,862,000 and $19,881,000, respectively, reported as components of right of use lease assets and lease liabilities on the accompanying Condensed Consolidated Balance Sheets. 8. Segment Reporting The Company's reportable operating segments include Same Store, Other Stabilized and Development/Redevelopment. Annually as of January 1, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change. In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment. The Company's segment disclosures present the measure(s) used by the Chief Operating Decision Maker ( CODM ) for assessing each segment's performance. The Company's CODM is comprised of several members of its executive management team, including its Chief Executive Officer and President, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, and Executive Vice President- Portfolio and Asset Management. The CODM uses net operating income ( NOI ) as the primary financial measure for Same Store communities and Other Stabilized communities. NOI is defined by the Company as total property revenue less direct property operating expenses (including property taxes), and excluding corporate-level income (including management, development and other fees), property management and other indirect operating expenses, net of corporate income, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, Structured Investment Program interest income, depreciation expense, income tax expense (benefit), casualty and impairment loss, gain on sale of communities, other real estate activity and net operating income from real estate assets sold or held for sale. The CODM evaluates the Company's financial performance on a consolidated residential and commercial basis. The commercial results attributable to the non-apartment components of the Company's mixed-use communities and other nonresidential operations represent 1.6% and 2.0% of total NOI for the three months ended March 31, 2026 and 2025, respectively. Although the Company considers NOI a useful measure of a community's or communities' operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP. NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income and consistent with how the Company's CODM evaluates total NOI.
22
A reconciliation of NOI to net income for the three months ended March 31, 2026 and 2025 is as follows (dollars in thousands):
For the three months ended March 31,
2026
2025
Net income
$ 328,290
$ 236,597
Property management and other indirect operating expenses, net of corporate income
38,100
36,100
Expensed transaction, development and other pursuit costs, net of recoveries
3,416
4,744
Interest expense, net
71,489
59,864
General and administrative expense
22,077
19,780
Loss from unconsolidated investments
6,527
999
Structured Investment Program interest income
(7,481)
(6,113)
Depreciation expense
233,104
217,888
Income tax benefit
(294)
(116)
Casualty and impairment loss
4,619
—
Gain on sale of communities
(179,912)
(56,469)
Other real estate activity
(84)
(155)
Net operating income from real estate assets sold or held for sale
(2,358)
(16,724)
Net operating income
$ 517,493
$ 496,395
The following is a summary of NOI from real estate assets sold or held for sale for the periods presented (dollars in thousands):
For the three months ended March 31,
2026
2025
Rental income from real estate assets sold or held for sale
$ 4,398
$ 25,243
Operating expenses from real estate assets sold or held for sale
(2,040)
(8,519)
Net operating income from real estate assets sold or held for sale
$ 2,358
$ 16,724
The primary performance measure for communities under development or redevelopment depends on the stage of completion. While under development, management monitors actual construction costs against budgeted costs as well as lease-up pace and rent levels compared to budget. The following table details the Company's segment information as of the dates specified (dollars in thousands). The segments are classified based on the individual community's status at January 1, 2026. Segment information for the three months ended March 31, 2026 and 2025 has been adjusted to exclude the real estate assets that were sold from January 1, 2025 through March 31, 2026, or otherwise qualify as held for sale as of March 31, 2026, as described in Note 6, Real Estate Disposition Activities.
23
For the three months ended March 31, 2026
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 711,418
$ 33,866
$ 18,764
$ 764,048
Same Store Operating Expense
Property Taxes
(82,042)
(82,042)
Payroll
(40,311)
(40,311)
Repairs & Maintenance
(39,249)
(39,249)
Utilities
(33,644)
(33,644)
Office Operations
(16,211)
(16,211)
Insurance
(10,449)
(10,449)
Marketing
(3,632)
(3,632)
Same Store Operating Expense
(225,538)
—
—
(225,538)
Non-Same Store Operating Expense
—
(12,843)
(8,174)
(21,017)
Total Expenses
(225,538)
(12,843)
(8,174)
(246,555)
Total NOI
$ 485,880
$ 21,023
$ 10,590
$ 517,493
Gross Real Estate
$ 25,209,461
$ 1,721,462
$ 2,568,160
$ 29,499,083
For the three months ended March 31, 2025
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 700,966
$ 10,009
$ 7,920
$ 718,895
Same Store Operating Expense
Property Taxes
(77,363)
(77,363)
Payroll
(39,833)
(39,833)
Repairs & Maintenance
(37,956)
(37,956)
Utilities
(29,721)
(29,721)
Office Operations
(15,962)
(15,962)
Insurance
(10,530)
(10,530)
Marketing
(3,750)
(3,750)
Same Store Operating Expense
(215,115)
—
—
(215,115)
Non-Same Store Operating Expense
—
(4,174)
(3,211)
(7,385)
Total Expenses
(215,115)
(4,174)
(3,211)
(222,500)
Total NOI
$ 485,851
$ 5,835
$ 4,709
$ 496,395
Gross Real Estate
$ 24,896,320
$ 941,909
$ 1,329,542
$ 27,167,771
__________________________________(1)Does not include non-allocated revenue. Non-allocated revenue represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment. Non-allocated revenue is $1,833 and $1,742 for the three months ended March 31, 2026 and 2025, respectively. (2)Does not include non-allocated gross real estate and land held for development. Non-allocated gross real estate is $106,319 and $118,630 as of March 31, 2026 and 2025, respectively. Land held for development is $135,134 and $141,978 as of March 31, 2026 and 2025, respectively.
24
9. Stock-Based Compensation Plans As part of its long-term compensation plans, the Company has granted stock options, performance awards and restricted stock under the Plan. Details of the outstanding awards and activity under the Plan for the three months ended March 31, 2026 are presented below. Stock Options:
Options
Weighted average exerciseprice per option
Options Outstanding at December 31, 2025
271,576
$ 183.28
Granted (1)
23,316
179.67
Exercised
—
—
Forfeited
—
—
Expired
—
—
Options Outstanding at March 31, 2026
294,892
$ 182.99
Options Exercisable at March 31, 2026
261,043
$ 182.53
__________________________________(1)All options are from recipient elections to receive a portion of earned restricted stock awards in the form of stock options. Performance Awards:
Performance awards
Weighted average grant date fair value per award
Outstanding at December 31, 2025
256,377
$ 199.94
Granted
99,172
173.72
Change in awards based on performance (1)
31,695
198.68
Converted to shares of common stock
(123,221)
198.41
Forfeited
(1,136)
206.88
Outstanding at March 31, 2026
262,887
$ 190.58
__________________________________(1)Represents the change in the number of performance awards earned based on performance achievement. The Company grants performance awards based on (i) the total shareholder return metrics for the Company’s common stock and (ii) financial metrics related to operating performance and leverage metrics of the Company. The number of performance awards granted that are based on total shareholder return metrics and financial metrics are as follows:
2026
Total shareholder return metrics
54,543
Financial metrics
44,629
Total granted
99,172
25
The Company used a Monte Carlo model to assess the compensation cost associated with the portion of the performance awards granted for which achievement will be determined by using total shareholder return measures. The assumptions used are as follows:
2026
Dividend yield
4.0%
Estimated volatility over the life of the plan (1)
17.2% - 21.7%
Risk free rate
3.39% - 3.43%
Estimated performance award value based on total shareholder return measure
$168.69
__________________________________(1)Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility. For the portion of the performance awards granted in 2026 for which achievement will be determined by using financial metrics, the compensation cost was based on an average grant date value of $179.67. Restricted Stock:
Restricted stock shares
Weighted average grant date fair value per share
Outstanding at December 31, 2025
167,179
$ 195.76
Granted
110,142
179.68
Vested
(86,599)
189.34
Forfeited
(402)
195.63
Outstanding at March 31, 2026
190,320
$ 189.38
Total employee stock-based compensation cost recognized in income was $5,786,000 and $5,731,000 for the three months ended March 31, 2026 and 2025, respectively, and total capitalized stock-based compensation cost was $2,294,000 and $2,534,000 for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, total unrecognized compensation cost was $57,433,000 for unvested restricted stock, stock options and performance awards, which is expected to be recognized over a weighted average period of 2.4 years. The Company reverses any previously recognized compensation cost for forfeitures as they occur. 10. Related Party Arrangements Unconsolidated Entities The Company manages unconsolidated real estate entities and provides other real estate related services to third parties, for which it receives asset management, property management, construction, development and redevelopment fee revenue. From these entities, the Company earned fees of $1,833,000 and $1,742,000 for the three months ended March 31, 2026 and 2025, respectively. In addition, the Company had outstanding receivables associated with its property and construction management roles of $1,337,000 and $1,395,000 as of March 31, 2026 and December 31, 2025, respectively.
26
Director Compensation The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock units in the amount of $692,000 and $589,000 for the three months ended March 31, 2026 and 2025, respectively, as a component of general and administrative expense on the accompanying Condensed Consolidated Statements of Operations. Deferred compensation relating to these restricted stock grants and deferred stock units to non-employee directors was $364,000 and $910,000 on March 31, 2026 and December 31, 2025, respectively, reported as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. 11. Fair Value Financial Instruments Carried at Fair Value Derivative Financial Instruments Hedging Derivatives are carried at fair value in the Company's financial statements. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions and monitors the credit ratings of counterparties and the exposure of the Company to any single entity. The Company believes the likelihood of realizing losses from counterparty nonperformance is remote. The Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, such as interest rate, term to maturity and volatility. The Hedging Derivatives credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads, which the Company concluded are not significant. As a result, the Company determined that its derivative valuations are classified in Level 2 of the fair value hierarchy. The following table summarizes the consolidated derivative positions at March 31, 2026 (dollars in thousands):
Non-designated Hedges
Cash Flow Hedges
Interest Rate Caps
Interest Rate Swaps
Notional balance
$ 357,289
$ 700,000
Weighted average interest rate (1)
4.0%
N/A
Weighted average capped/swapped interest rate
6.7%
3.6%
Earliest maturity date
July 2026
January 2027
Latest maturity date
May 2029
April 2029
____________________________________(1)For debt hedged by interest rate caps, represents the weighted average interest rate on the hedged debt prior to any impact of the associated interest rate caps. During the three months ended March 31, 2026, the Company entered into $150,000,000 of forward starting interest rate swap agreements designated as cash flow hedges of interest rate variability on future debt issuance activity through December 31, 2026. The Company expects to cash settle the swaps and either pay or receive cash for the then current fair value. Assuming that the Company issues the debt as expected, the hedging impact from these positions will then be recognized over the life of the issued debt as a yield adjustment. The Company had certain derivatives not designated as hedges during the three months ended March 31, 2026 and 2025, for which fair value changes during each of the respective periods were not material. The Company anticipates reclassifying approximately $3,437,000 of net hedging gains from accumulated other comprehensive income into earnings within the next 12 months as an offset to the hedged item during this period.
27
Financial Instruments Not Carried at Fair Value Cash, Cash Equivalents and Restricted Cash Cash, cash equivalent and restricted cash balances are held with various financial institutions within accounts designed to preserve principal. The Company monitors credit ratings of these financial institutions and the concentration of cash, cash equivalents and restricted cash balances with any one financial institution and believes the likelihood of realizing material losses related to cash, cash equivalent and restricted cash balances is remote. Cash, cash equivalents and restricted cash are carried at their face amounts, which reasonably approximate their fair values and are Level 1 within the fair value hierarchy. Other Financial Instruments Other financial instruments consist of (i) rents, (ii) other receivables, including notes receivable, (iii) prepaid expenses, (iv) accounts and construction payable and (v) accrued expenses and other liabilities. These assets and liabilities are carried at their face amounts, which reasonably approximate their fair values. The Company determined that its notes receivable approximate fair value because interest rates, yields and other terms are consistent with interest rates, yields and other terms currently available for similar instruments and are considered to be a Level 2 price within the fair value hierarchy. Equity Securities The Company has direct equity investments in third-party property technology companies. These investments are accounted for using the measurement alternative and are valued at the market price of observable transactions. During the three months ended March 31, 2026, the Company recognized an unrealized loss of $6,250,000 related to these investments, which was reported as a component of loss from unconsolidated investments on the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2026, the Company had recorded cumulative fair value adjustments of $61,322,000 for net unrealized gains on equity securities. Indebtedness The Company values its fixed rate unsecured debt using quoted market prices, a Level 1 price within the fair value hierarchy. The Company values its mortgage notes payable, the Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program using a discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the instrument, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The process also considers credit valuation adjustments to appropriately reflect the Company's nonperformance risk. The Company has concluded that the value of its mortgage notes payable, Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program are Level 2 prices as the majority of the inputs used to value its positions fall within Level 2 of the fair value hierarchy.
28
Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis The following tables summarize the classification between the three levels of the fair value hierarchy of the Company's financial instruments measured or disclosed at fair value on a recurring basis (dollars in thousands):
March 31, 2026
Description
Total Fair Value
Quoted Pricesin ActiveMarkets for Identical Assets(Level 1)
SignificantOtherObservable Inputs (Level 2)
SignificantUnobservable Inputs(Level 3)
Assets
Investments
Notes Receivable, net
$ 258,128
$ —
$ 258,128
$ —
Non-designated Hedges
Interest Rate Caps
20
—
20
—
Interest Rate Swaps - Assets
3,375
—
3,375
—
Total Assets
$ 261,523
$ —
$ 261,523
$ —
Liabilities
Interest Rate Swaps - Liabilities
$ 1,022
$ —
$ 1,022
$ —
Indebtedness
Fixed rate unsecured debt
6,951,060
6,951,060
—
—
Mortgage notes payable, Commercial Paper and Term Loan
2,001,371
—
2,001,371
—
Total Liabilities
$ 8,953,453
$ 6,951,060
$ 2,002,393
$ —
December 31, 2025
Description
Total Fair Value
Quoted Pricesin ActiveMarkets for Identical Asset(Level 1)
SignificantOtherObservable Inputs (Level 2)
SignificantUnobservable Inputs(Level 3)
Assets
Investments
Notes Receivable, net
$ 259,051
$ —
$ 259,051
$ —
Total Assets
$ 259,051
$ —
$ 259,051
$ —
Liabilities
Interest Rate Swaps - Liabilities
$ 4,046
$ —
$ 4,046
$ —
Indebtedness
Fixed rate unsecured debt
7,025,656
7,025,656
—
—
Mortgage notes payable, Commercial Paper and Term Loan
1,970,177
—
1,970,177
—
Total Liabilities
$ 8,999,879
$ 7,025,656
$ 1,974,223
$ —
29
12. Subsequent Events The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion. In April 2026 and through the date this Form 10-Q was filed, the Company had the following activity: •The Company entered into one new SIP commitment, agreeing to provide an aggregate investment of up to $15,000,000 in a multifamily development project in Metro NY/NJ. •On April 14, 2026, the Company filed a motion to reconsider the court’s ruling on the Company’s motion to dismiss the New Jersey Antitrust Litigation insofar as it did not dismiss the remaining state consumer fraud claim. See Note 7, Commitments and Contingencies, for further discussion of the New Jersey Antitrust Litigation.
30
EX-99.4eqr-ex99_4.htm85,688 charsexpand_more
EX-99.4
6
eqr-ex99_4.htm
EX-99.4
EX-99.4
Exhibit 99.4 AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands, except per share data)
June 30, 2026
December 31, 2025
(unaudited)
ASSETS
Real estate:
Land and improvements
$ 5,007,247
$ 4,960,568
Buildings and improvements
21,628,963
21,252,137
Furniture, fixtures and equipment
1,642,780
1,546,813
28,278,990
27,759,518
Less accumulated depreciation
(9,116,539)
(8,686,084)
Net operating real estate
19,162,451
19,073,434
Construction in progress, including land
1,668,998
1,458,795
Land held for development
101,508
123,751
Real estate assets held for sale, net
41,942
150,262
Total real estate, net
20,974,899
20,806,242
Cash and cash equivalents
80,682
187,234
Restricted cash
165,436
165,849
Unconsolidated investments
199,046
193,441
Deferred development costs
75,440
73,237
Prepaid expenses and other assets
660,707
618,597
Right of use lease assets
144,141
147,537
Total assets
$ 22,300,351
$ 22,192,137
LIABILITIES AND EQUITY
Unsecured debt, net
$ 7,408,395
$ 7,879,380
Variable rate unsecured credit facility and commercial paper, net
915,786
739,608
Mortgage notes payable, net
700,599
709,564
Dividends payable
256,954
250,548
Payables for construction
113,585
92,267
Accrued expenses and other liabilities
385,901
391,973
Lease liabilities
162,444
165,200
Accrued interest payable
65,814
68,591
Resident security deposits
62,215
60,689
Total liabilities
10,071,693
10,357,820
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at June 30, 2026 and December 31, 2025; zero shares issued and outstanding at June 30, 2026 and December 31, 2025
—
—
Common stock, $0.01 par value; 280,000,000 shares authorized at June 30, 2026 and December 31, 2025; 141,875,567 and 140,080,657 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
1,419
1,401
Additional paid-in capital
11,739,908
11,212,296
Accumulated earnings less dividends
242,188
371,157
Accumulated other comprehensive income
38,896
26,486
Total stockholders' equity
12,022,411
11,611,340
Noncontrolling interests
206,247
222,977
1
Total equity
12,228,658
11,834,317
Total liabilities and equity
$ 22,300,351
$ 22,192,137
See accompanying notes to Condensed Consolidated Financial Statements.
2
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)(Dollars in thousands, except per share data)
For the three months ended June 30,
For the six months ended June 30,
2026
2025
2026
2025
Revenue:
Rental and other income
$ 775,986
$ 758,601
$ 1,544,432
$ 1,502,739
Management, development and other fees
1,782
1,594
3,615
3,336
Total revenue
777,768
760,195
1,548,047
1,506,075
Expenses:
Operating expenses, excluding property taxes
195,769
190,940
394,188
377,970
Property taxes
90,114
86,031
180,223
167,862
Expensed transaction, development and other pursuit costs, net of recoveries
19,976
2,493
23,392
7,237
Interest expense, net
70,070
64,801
141,559
124,665
Depreciation expense
232,975
231,730
466,079
449,618
General and administrative expense
27,137
22,997
49,214
42,777
Casualty and impairment loss
—
858
4,619
858
Total expenses
636,041
599,850
1,259,274
1,170,987
Income (loss) from unconsolidated investments
7,647
(1,052)
1,120
(2,051)
Structured Investment Program interest income
7,704
6,937
15,185
13,050
(Loss) gain on sale of communities
(338)
99,457
179,574
155,926
Other real estate activity
223
3,637
307
3,792
Income before income taxes
156,963
269,324
484,959
505,805
Income tax (expense) benefit
(70)
531
224
647
Net income
156,893
269,855
485,183
506,452
Net income attributable to noncontrolling interests
(1,173)
(1,190)
(3,733)
(1,190)
Net income attributable to common stockholders
$ 155,720
$ 268,665
$ 481,450
$ 505,262
Earnings per common share - basic:
Net income attributable to common stockholders
$ 1.11
$ 1.89
$ 3.43
$ 3.55
Earnings per common share - diluted:
Net income attributable to common stockholders
$ 1.11
$ 1.88
$ 3.43
$ 3.54
See accompanying notes to Condensed Consolidated Financial Statements.
3
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(unaudited)(Dollars in thousands)
For the three months ended June 30,
For the six months ended June 30,
2026
2025
2026
2025
Comprehensive income:
Net income
$ 156,893
$ 269,855
$ 485,183
$ 506,452
Other comprehensive income (loss):
Gain (loss) on cash flow hedges
7,178
(2,263)
13,754
(5,860)
Cash flow hedge gains reclassified to earnings
(687)
(570)
(1,250)
(843)
Other comprehensive income (loss)
6,491
(2,833)
12,504
(6,703)
Comprehensive income
163,384
267,022
497,687
499,749
Comprehensive income attributable to noncontrolling interests
(1,221)
(1,190)
(3,827)
(1,190)
Comprehensive income attributable to common stockholders
$ 162,163
$ 265,832
$ 493,860
$ 498,559
See accompanying notes to Condensed Consolidated Financial Statements.
4
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF EQUITY(unaudited)(Dollars in thousands)
Commonstock
Additionalpaid-incapital
Accumulatedearningslessdividends
Accumulatedothercomprehensiveincome (loss)
Total stockholders' equity
Noncontrolling interests
Totalequity
Balance at December 31, 2025
$ 1,401
$ 11,212,296
$ 371,157
$ 26,486
$ 11,611,340
$ 222,977
$ 11,834,317
Net income
—
—
325,730
—
325,730
2,560
328,290
Gain on cash flow hedges, net
—
—
—
6,526
6,526
50
6,576
Cash flow hedge gains reclassified to earnings
—
—
—
(559)
(559)
(4)
(563)
Dividends declared ($1.78 per share)
—
—
(248,883)
—
(248,883)
(1,887)
(250,770)
Issuance of common stock, net of withholdings
2
(13,165)
371
—
(12,792)
—
(12,792)
Repurchase of common stock, including repurchase costs
(12)
(89,723)
(108,745)
—
(198,480)
—
(198,480)
Amortization of deferred compensation
—
8,043
—
—
8,043
—
8,043
Balance at March 31, 2026
$ 1,391
$ 11,117,451
$ 339,630
$ 32,453
$ 11,490,925
$ 223,696
$ 11,714,621
Net income
—
—
155,720
—
155,720
1,173
156,893
Gain on cash flow hedges, net
—
—
—
7,125
7,125
53
7,178
Cash flow hedge gains reclassified to earnings
—
—
—
(682)
(682)
(5)
(687)
Redemption of DownREIT Units
—
2,656
—
—
2,656
(16,925)
(14,269)
Dividends declared ($1.78 per share)
—
—
(253,212)
—
(253,212)
(1,745)
(254,957)
Issuance of common stock, net of withholdings
28
608,158
50
—
608,236
—
608,236
Amortization of deferred compensation
—
11,643
—
—
11,643
—
11,643
Balance at June 30, 2026
$ 1,419
$ 11,739,908
$ 242,188
$ 38,896
$ 12,022,411
$ 206,247
$ 12,228,658
5
Commonstock
Additionalpaid-incapital
Accumulatedearningslessdividends
Accumulatedothercomprehensiveincome (loss)
Total stockholders' equity
Noncontrolling interests
Totalequity
Balance at December 31, 2024
$ 1,422
$ 11,314,116
$ 591,250
$ 34,304
$ 11,941,092
$ —
$ 11,941,092
Net income attributable to common stockholders
—
—
236,597
—
236,597
—
236,597
Loss on cash flow hedges, net
—
—
—
(3,597)
(3,597)
—
(3,597)
Cash flow hedge gains reclassified to earnings
—
—
—
(273)
(273)
—
(273)
Dividends declared to common stockholders ($1.75 per share)
—
—
(250,265)
—
(250,265)
—
(250,265)
Issuance of common stock, net of withholdings
1
(14,371)
(1,096)
—
(15,466)
—
(15,466)
Amortization of deferred compensation
—
8,195
—
—
8,195
—
8,195
Balance at March 31, 2025
$ 1,423
$ 11,307,940
$ 576,486
$ 30,434
$ 11,916,283
$ —
$ 11,916,283
Net income
—
—
268,665
—
268,665
1,190
269,855
Loss on cash flow hedges, net
—
—
—
(2,263)
(2,263)
—
(2,263)
Cash flow hedge gains reclassified to earnings
—
—
—
(570)
(570)
—
(570)
Issuance of DownREIT Units
—
—
—
—
—
222,653
222,653
Dividends declared to noncontrolling interests ($1.19 per share)
—
—
—
—
—
(1,264)
(1,264)
Dividends declared to common stockholders ($1.75 per share)
—
—
(249,610)
—
(249,610)
—
(249,610)
Issuance of common stock, net of withholdings
—
2,676
(6)
—
2,670
—
2,670
Amortization of deferred compensation
—
12,544
—
—
12,544
—
12,544
Balance at June 30, 2025
$ 1,423
$ 11,323,160
$ 595,535
$ 27,601
$ 11,947,719
$ 222,579
$ 12,170,298
See accompanying notes to Condensed Consolidated Financial Statements.
6
AVALONBAY COMMUNITIES, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)(Dollars in thousands)
For the six months ended June 30,
2026
2025
Cash flows from operating activities:
Net income
$ 485,183
$ 506,452
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
466,079
449,618
Amortization of deferred financing costs and debt discount
7,235
6,280
Amortization of stock-based compensation
13,729
14,119
Equity in loss of, and return on, unconsolidated investments and noncontrolling interests, net of eliminations
7,249
6,666
Casualty and impairment loss
2,007
858
Abandonment of development pursuits, net of recoveries
11,025
7,237
Cash flow hedge gains reclassified to earnings
(961)
(843)
Gain on sale of real estate assets
(179,881)
(159,786)
Increase in accrued interest receivable
(14,626)
(12,605)
Increase in prepaid expenses and other assets
(7,907)
(23,264)
Decrease in accrued expenses, other liabilities, accrued interest payable and resident security deposits
(6,060)
(1,017)
Net cash provided by operating activities
783,072
793,715
Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
(650,896)
(549,366)
Acquisition of real estate assets, including partnership interest
—
(384,495)
Capital expenditures - existing real estate assets
(134,257)
(109,039)
Capital expenditures - non-real estate assets
(3,322)
(1,875)
Increase in payables for construction
21,318
15,665
Proceeds from sale of real estate, net of selling costs
330,378
228,058
Note receivable lending
(39,908)
(15,630)
Note receivable repayments
17,580
25
Distributions from unconsolidated entities and investment sale proceeds
180
—
Unconsolidated investments
(6,954)
(6,553)
Net cash used in investing activities
(465,881)
(823,210)
Cash flows from financing activities:
Issuance of common stock, net
609,806
3,377
Repurchase of common stock, net
(198,480)
—
Dividends paid
(498,794)
(492,646)
Net borrowings under unsecured credit facility and commercial paper
176,178
665,000
Repayments of mortgage notes payable, including prepayment penalties
(10,153)
(9,430)
Issuance of unsecured debt
—
450,000
Repayment of unsecured debt
(475,000)
(525,000)
Payment of deferred financing costs
(225)
(15,966)
Payments related to tax withholding for share-based compensation
(13,219)
(16,544)
Noncontrolling interests, joint venture and preferred equity transactions
(14,269)
(1,000)
Net cash (used in) provided by financing activities
(424,156)
57,791
Net (decrease) increase in cash, cash equivalents and restricted cash
(106,965)
28,296
7
Cash, cash equivalents and restricted cash, beginning of period
353,083
267,076
Cash, cash equivalents and restricted cash, end of period
$ 246,118
$ 295,372
Cash paid during the period for interest, net of amount capitalized
$ 138,050
$ 130,414
See accompanying notes to Condensed Consolidated Financial Statements.
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported with the Condensed Consolidated Statements of Cash Flows (dollars in thousands):
June 30, 2026
June 30, 2025
Cash and cash equivalents
$ 80,682
$ 102,825
Restricted cash
165,436
192,547
Cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows
$ 246,118
$ 295,372
Supplemental disclosures of non-cash investing and financing activities: During the six months ended June 30, 2026: •As described in Note 4, Equity, the Company issued 234,445 shares of common stock as part of the Company's stock-based compensation plans, of which 123,221 shares related to the conversion of performance awards to shares of common stock, and the remaining 111,224 shares valued at $19,990,000 were issued in connection with new stock grants; 2,987 shares valued at $529,000 were issued through the Company's dividend reinvestment plan; 83,467 shares valued at $14,792,000 were withheld to satisfy employees' tax withholding and other liabilities; and 1,518 restricted shares with an aggregate value of $292,000 were forfeited. •Common stock and DownREIT Unit dividends declared but not paid totaled $254,748,000. •The Company recorded (i) a decrease to prepaid expenses and other assets of $13,754,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $1,250,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity. During the six months ended June 30, 2025: •The Company issued 182,559 shares of common stock as part of the Company's stock-based compensation plans, of which 103,332 shares related to the conversion of performance awards to shares of common stock, and the remaining 79,227 shares valued at $17,546,000 were issued in connection with new stock grants; 1,691 shares valued at $353,000 were issued through the Company's dividend reinvestment plan; and 72,998 shares valued at $16,395,000 were withheld to satisfy employees' tax withholding and other liabilities. •The Company acquired six apartment communities, in the Dallas-Fort Worth metropolitan area, containing 1,844 apartment homes for $415,579,000, with the consideration comprised of a cash payment of $193,000,000 and the issuance of 1,059,995 units representing limited partnership interests (the “DownREIT Units”). •Common stock and DownREIT Unit dividends declared but not paid totaled $250,874,000. •The Company recorded (i) a decrease to prepaid expenses and other assets of $5,860,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $843,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity.
9
AVALONBAY COMMUNITIES, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited) 1. Organization, Basis of Presentation and Significant Accounting Policies Organization AvalonBay Communities, Inc. (the Company, which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its subsidiaries) is a Maryland corporation that has elected to be treated as a real estate investment trust ( REIT ) for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the Code ). The Company develops, redevelops, acquires, owns and operates multifamily communities in Boston, Massachusetts, the New York/New Jersey metro area, the Mid-Atlantic, Seattle, Washington, and Northern and Southern California, as well as in the Company's expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado. As of June 30, 2026, the Company owned or held a direct or indirect ownership interest in 322 apartment communities containing 99,072 apartment homes in 11 states and the District of Columbia, of which 27 communities were under construction. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 31 communities that, if developed as expected, will contain an estimated 9,997 apartment homes. Proposed Merger with Equity Residential On May 20, 2026, the Company, Equity Residential, a Maryland real estate investment trust (“Equity Residential”), ERP Operating Limited Partnership, an Illinois limited partnership (the “ERP Operating Partnership”), and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, (i) on the closing date but prior to the effective time (the “Effective Time”) of the Merger (as defined below), the Company will contribute certain assets set forth in an exhibit to the Merger Agreement (the “Asset Contribution”) in exchange for units of partnership interest in the ERP Operating Partnership that have, in the aggregate, a value equal to the fair market value of such contributed assets and (ii) following the Asset Contribution and at the Effective Time, AvalonBay will merge with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Equity Residential (the “Merger” and, together with the Asset Contribution and the other transactions contemplated by the Merger Agreement, the “Transactions”). At the Effective Time, each outstanding share of AvalonBay common stock will be converted into the right to receive 2.793 Equity Residential common shares (the “Exchange Ratio”), resulting in legacy Equity Residential shareholders and former AvalonBay stockholders owning approximately 49% and 51% of the combined company, respectively. The board of trustees and board of directors of both companies, as applicable, have each unanimously approved the Merger Agreement and the Transactions. The Merger will be accounted for as a reverse acquisition under the business combination accounting rules in which Equity Residential is considered the legal acquirer because Equity Residential will issue common shares to AvalonBay stockholders, while AvalonBay is designated as the accounting acquirer based primarily on post-Merger relative ownership percentage and the composition of senior executive leadership. Consequently, Equity Residential’s historical assets and liabilities will be recorded at estimated fair value as of the closing date of the Merger, and the combined financial statements will present AvalonBay’s historical balances and results. The Merger Agreement contains provisions granting each of AvalonBay and Equity Residential the right to terminate the Merger Agreement under specified circumstances. Upon a termination of the Merger Agreement, under certain circumstances, (i) Equity Residential may be required to pay AvalonBay a termination fee of the lesser of approximately $1,005,000,000 or the maximum amount that could be paid to AvalonBay without causing it to fail to meet the REIT requirements for such year, or (ii) AvalonBay may be required to pay Equity Residential a termination fee of the lesser of approximately $1,070,000,000 or the maximum amount that could be paid to Equity Residential without causing it to fail to meet the REIT requirements for such year.
10
Following the closing of the Merger, the combined company will operate under a new name and will maintain dual headquarters in Chicago, Illinois and Arlington, Virginia. The Transactions are expected to be completed in the second half of 2026, subject to reciprocal shareholder approvals and other customary closing conditions. Basis of Presentation The interim unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles ( GAAP ) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ( SEC ). Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements should be read in conjunction with the financial statements and notes included in this Form 8-K. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included. Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, certain joint venture partnerships, subsidiary partnerships structured as DownREITs, and any variable interest entities that qualify for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation. Noncontrolling Interests The Company classifies the carrying value of the DownREIT Units as noncontrolling interests, as the units may be redeemed by unitholders on or after April 30, 2026 for cash or common stock at the Company's election. Net income and comprehensive income is allocated to the DownREIT Units pro-rata based on the weighted average proportion of DownREIT Units to the weighted average combined total of outstanding common stock, participating securities, and DownREIT Units for the period. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes all cash and liquid investments with an original maturity of three months or less from the date acquired. Restricted cash includes principal reserve funds that are restricted for the repayment of specified secured financing, amounts the Company has designated for planned 1031 exchange activity and resident security deposits. The majority of the Company's cash, cash equivalents and restricted cash are held at major commercial banks. Earnings per Common Share Basic earnings per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per common share on a diluted basis. Diluted earnings per common share was computed using the treasury stock method for performance awards, options, participating securities and forward contracts, and using the if-converted method
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for DownREIT Units. The Company's earnings per common share are determined as follows (dollars in thousands, except per share data):
For the three months ended June 30,
For the six months ended June 30,
2026
2025
2026
2025
Basic and diluted shares outstanding
Weighted average common shares - basic
140,555,264
142,195,859
140,052,487
142,154,571
Effect of dilutive securities
1,279,505
1,096,447
1,271,292
734,861
Weighted average common shares - diluted
141,834,769
143,292,306
141,323,779
142,889,432
Calculation of Earnings per Common Share - basic
Net income attributable to common stockholders
$ 155,720
$ 268,665
$ 481,450
$ 505,262
Net income allocated to unvested restricted shares
(327)
(497)
(984)
(942)
Net income attributable to common stockholders - basic
$ 155,393
$ 268,168
$ 480,466
$ 504,320
Weighted average common shares - basic
140,555,264
142,195,859
140,052,487
142,154,571
Earnings per common share - basic
$ 1.11
$ 1.89
$ 3.43
$ 3.55
Calculation of Earnings per Common Share - diluted
Net income attributable to common stockholders
$ 155,720
$ 268,665
$ 481,450
$ 505,262
Net income attributable to DownREIT unitholders in consolidated partnerships
1,173
1,190
3,733
1,190
Net income - diluted
$ 156,893
$ 269,855
$ 485,183
$ 506,452
Weighted average common shares - diluted
141,834,769
143,292,306
141,323,779
142,889,432
Earnings per common share - diluted
$ 1.11
$ 1.88
$ 3.43
$ 3.54
Certain options to purchase shares of common stock in the amounts of 42,582, forward contracts to sell shares of common stock in the amounts of 920,000, and unvested performance awards in the amounts of 96,506 as of June 30, 2026 were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Certain options to purchase shares of common stock in the amounts of 19,266, forward contracts to sell shares of common stock in the amounts of 4,047,113, and unvested performance awards in the amount of 42,790 as of June 30, 2025 were not included in the computation of diluted earnings per common share because they were anti-dilutive for the period. Derivative Instruments and Hedging Activities The Company enters into interest rate swap and interest rate cap agreements (collectively, Hedging Derivatives ) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivatives for trading or other speculative purposes. The Company assesses the effectiveness of qualifying hedges, both at inception and on an ongoing basis. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets and the fair values of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net on the accompanying Condensed Consolidated Statements of Operations. For the Hedging Derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the Hedging Derivatives' fair value in accumulated other comprehensive income on the accompanying Condensed Consolidated Statements of Comprehensive Income. Amounts recorded in accumulated other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by
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the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that qualify as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding hedged item. Receipts or payments associated with the gains and losses on the Company’s cash flow hedges of future fixed rate debt issuances are presented as a component of cash flows from financing activities in the period the hedges are terminated and the receipt or payments for the Company’s cash flow hedges of interest on variable rate debt are presented as a component of cash flows from operating activities. Payments for derivatives that are not designated in hedging relationships are presented as a component of cash flows from operating activities. See Note 11, “Fair Value,” for further discussion of derivative financial instruments. Acquisitions of Investments in Real Estate The Company accounts for real estate acquisitions as either an asset acquisition or a business combination. Under either model, the Company identifies and determines the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases. The Company utilizes various sources to determine fair value, including its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed. For a business combination, the Company records the assets acquired and liabilities assumed based on the fair value of each respective item. For an asset acquisition, the purchase price is allocated based on the relative fair value of the net assets. The Company expenses all applicable acquisition costs for a business combination and capitalizes all applicable acquisition costs for an asset acquisition. The Company expects that acquisitions of individual operating communities will generally be asset acquisitions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to amounts in prior years' financial statements and notes to the financial statements to conform to current year presentations as a result of changes in held for sale classification, disposition activity and segment classification. Leases The Company is party to leases as both a lessor and a lessee, primarily as follows: •lessor of residential and commercial space within its apartment communities; and•lessee under (i) ground leases for land underlying current operating or development communities and certain commercial and parking facilities and (ii) office leases for its corporate headquarters and regional offices. Lessee Considerations The Company assesses whether a contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset, including specified portions of larger assets, for a period of time in exchange for consideration.
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The Company’s leases include both fixed and variable lease payments that are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Variable lease payments are generally not included in the lease liability, but recognized as variable lease expense in the period in which they are incurred. For leases that have options to extend the term or terminate the lease early, the Company only factored the impact of such options into the lease term if the option was considered reasonably certain to be exercised. The Company determines the discount rate associated with its ground and office leases on a lease-by-lease basis using the Company’s actual borrowing rates as well as indicative market pricing for longer term rates and taking into consideration the remaining term of the lease agreements. For leases that are 12 months or less, the Company elected the practical expedient to not recognize the lease asset and liability. Lessor Considerations The Company's residential and commercial leases at its apartment communities are operating leases. For leases that include rent concessions and/or fixed and determinable rent increases, rental income is recognized on a straight-line basis over the noncancellable term of the lease, which, for residential leases, is generally one year. Some of the Company’s commercial leases have renewal options which the Company will only include in the lease term if, at the commencement of the lease, it is reasonably certain that the lessee will exercise this option. For the Company’s leases, which are comprised of a lease component and common area maintenance as a non-lease component, the Company determined that (i) the leases are operating leases, (ii) the lease component is the predominant component and (iii) all components of its operating leases share the same timing and pattern of transfer. Revenue and Gain Recognition The Company recognizes revenue for the transfer of goods and services to customers for consideration that the Company expects to receive. The majority of the Company’s revenue is derived from residential and commercial rental and other lease income, which are accounted for as discussed above, under Leases. The Company's revenue streams that are not accounted for as residential and commercial rental and other lease income include (i) management, development and other fees, (ii) non-lease related revenue and (iii) gains or losses on the sale of real estate. The following table details the Company’s revenue disaggregated by reportable operating segment, further discussed in Note 8, “Segment Reporting,” for the three and six months ended June 30, 2026 and 2025. Segment information for total revenue excludes real estate assets that were sold from January 1, 2025 through June 30, 2026, or otherwise qualify as held for sale as of June 30, 2026, as described in Note 6, Real Estate Disposition Activities (dollars in thousands):
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Same Store
Other Stabilized
Development/Redevelopment
Non-allocated (1)
Total
For the three months ended June 30, 2026
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 1,782
$ 1,782
Non-lease related revenue (2)
2,938
1,661
194
—
4,793
Total non-lease revenue
2,938
1,661
194
1,782
6,575
Lease income (3)
713,370
32,236
24,017
—
769,623
Total revenue
$ 716,308
$ 33,897
$ 24,211
$ 1,782
$ 776,198
For the three months ended June 30, 2025
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 1,594
$ 1,594
Non-lease related revenue (2)
2,716
1,520
73
—
4,309
Total non-lease revenue
2,716
1,520
73
1,594
5,903
Lease income (3)
701,671
20,129
8,827
—
730,627
Total revenue
$ 704,387
$ 21,649
$ 8,900
$ 1,594
$ 736,530
Same Store
Other Stabilized
Development/Redevelopment
Non-allocated (1)
Total
For the six months ended June 30, 2026
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 3,615
$ 3,615
Non-lease related revenue (2)
5,230
3,217
372
—
8,819
Total non-lease revenue
5,230
3,217
372
3,615
12,434
Lease income (3)
1,420,939
64,547
42,602
—
1,528,088
Total revenue
$ 1,426,169
$ 67,764
$ 42,974
$ 3,615
$ 1,540,522
For the six months ended June 30, 2025
Management, development and other fees and other ancillary items
$ —
$ —
$ —
$ 3,336
$ 3,336
Non-lease related revenue (2)
4,915
2,885
119
—
7,919
Total non-lease revenue
4,915
2,885
119
3,336
11,255
Lease income (3)
1,398,938
28,774
16,701
—
1,444,413
Total revenue
$ 1,403,853
$ 31,659
$ 16,820
$ 3,336
$ 1,455,668
______________________________(1)Represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment.
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(2)Amounts include revenue streams related to leasing activities that are not considered components of a lease, and revenue streams not related to leasing activities including, but not limited to, application fees, renters insurance fees and vendor revenue sharing.(3)Represents residential and commercial rental and other lease income, as discussed above, under Leases. Due to the nature and timing of the Company’s identified revenue streams, there were no material amounts of outstanding or unsatisfied performance obligations as of June 30, 2026. Uncollectible Lease Revenue Reserves The Company recorded an aggregate offset to income for uncollectible lease revenue, net of amounts received from government rent relief programs, for its residential and commercial portfolios of $10,853,000 and $11,806,000 for the three months ended June 30, 2026 and 2025, respectively, and $21,496,000 and $23,880,000 for the six months ended June 30, 2026 and 2025, respectively. Recently Issued and Adopted Accounting Standards In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires the disaggregation for certain expenses presented on the face of an entity’s income statement in the entity's disclosures. Additionally, it requires the disclosure of selling expenses and descriptions of amounts not separately disaggregated. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The Company is assessing the standard and does not expect it to have a material effect on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which updates the accounting for software implementation and development, specifically with respect to cost capitalization. The amendments replace the former model which considered prescriptive and sequential software development stages with an approach that is focused on management authorization and probability that the project will be completed and used for its intended purpose. The new standard will be effective for annual reporting periods beginning January 1, 2027, and interim reporting periods within those annual periods. The Company is assessing the standard and does not expect it to have a material effect on the Company's financial position or results of operations. 2. Interest Capitalized The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company's development and redevelopment activities totaled $15,930,000 and $11,904,000 for the three months ended June 30, 2026 and 2025, respectively, and $30,487,000 and $22,383,000 for the six months ended June 30, 2026 and 2025, respectively.
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3. Debt The Company's debt, which consists of unsecured notes, the variable rate term loan (the Term Loan ), mortgage notes payable, the Credit Facility and Commercial Paper, each as defined below, as of June 30, 2026 and December 31, 2025 is summarized below. The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of June 30, 2026 and December 31, 2025, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, Real Estate Disposition Activities ). The weighted average interest rates in the following table for secured and unsecured debt include financing costs, including debt issuance costs as well as credit enhancement and trustees' fees, the impact of interest rate hedges and mark-to-market adjustments.
June 30, 2026
December 31, 2025
Fixed rate unsecured debt (1)
$ 7,450,000
3.6%
$ 7,925,000
3.6%
Fixed rate mortgage notes payable—conventional and tax-exempt
332,049
3.9%
332,602
3.9%
Variable rate mortgage notes payable—conventional and tax-exempt
380,950
4.3%
390,550
4.0%
Total mortgage notes payable and unsecured debt
8,162,999
3.7%
8,648,152
3.6%
Credit Facility
—
—%
—
—%
Commercial paper
916,100
4.0%
740,000
4.0%
Total principal outstanding
9,079,099
3.7%
9,388,152
3.7%
Less deferred financing costs and debt discount (2)
(54,319)
(59,600)
Total
$ 9,024,780
$ 9,328,552
_____________________________________(1)Includes the $550,000 Term Loan that has been swapped to an effective fixed rate of 4.44% using interest rate hedges. (2)Excludes deferred financing costs associated with the Credit Facility and Commercial Paper, which are included in Prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company has a $2,500,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the Credit Facility ) which matures in April 2030. The interest rate that would be applicable to borrowings under the Credit Facility was 4.39% at June 30, 2026 and was composed of (i) the Secured Overnight Financing Rate ( SOFR ), applicable to the period of borrowing for a particular draw of funds from the Credit Facility (e.g., one month to maturity, three months to maturity, etc.), plus (ii) the current borrowing spread to SOFR of 0.705% per annum, assuming a daily SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65% to SOFR plus 1.40% based upon the rating of the Company's unsecured senior notes. There is also an annual facility commitment fee of 0.12% of the borrowing capacity under the Credit Facility, which can vary from 0.10% to 0.30% based upon the rating of the Company's unsecured senior notes. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets, specifically greenhouse gas emission reductions, with the adjustment determined annually. The annual determination under the sustainability-linked pricing component occurred in July 2025, maintaining reductions of approximately 0.02% to the interest rate margin and 0.005% to the commitment fee due to the Company's achievement of sustainability targets. The Company has an unsecured commercial paper note program (the “Commercial Paper Program”) with a maximum amount of commercial paper notes that can be outstanding at any one time not to exceed $1,000,000,000. Under the terms of the Commercial Paper Program, the Company may issue unsecured commercial paper notes with maturities of less than one year. The Commercial Paper Program is backstopped by the Company's commitment to maintain available borrowing capacity under its Credit Facility in an amount equal to actual borrowings under the Commercial Paper Program.
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The availability under the Company's Credit Facility as of June 30, 2026 and December 31, 2025 was as follows (dollars in thousands):
June 30, 2026
December 31, 2025
Credit Facility commitment
$ 2,500,000
$ 2,500,000
Credit Facility outstanding
—
—
Commercial paper outstanding
(916,100)
(740,000)
Letters of credit outstanding (1)
(864)
(864)
Total Credit Facility available
$ 1,583,036
$ 1,759,136
_____________________________________(1)In addition, the Company had $60,627 and $52,584 outstanding in additional letters of credit unrelated to the Credit Facility as of June 30, 2026 and December 31, 2025, respectively. In May 2026, the Company repaid $475,000,000 of its 2.95% unsecured notes at par upon maturity. In the aggregate, secured notes payable mature at various dates from March 2027 through July 2066, and are secured by certain apartment communities with a net carrying value of $1,190,937,000, excluding communities classified as held for sale, if any, as of June 30, 2026. Scheduled payments and maturities of secured notes payable and unsecured debt outstanding at June 30, 2026 were as follows (dollars in thousands):
Year
Secured notes principal payments and maturities
Unsecured debt maturities
Stated interest rate of unsecured debt
2026
1,658
300,000
2.90%
2027
248,859
400,000
3.35%
2028
13,902
450,000
3.20%
400,000
1.90%
2029
126,262
450,000
3.30%
550,000
SOFR + 0.78%
2030
3,300
700,000
2.30%
400,000
4.35%
2031
3,500
600,000
2.45%
2032
4,000
700,000
2.05%
2033
5,000
350,000
5.00%
400,000
5.30%
2034
10,900
400,000
5.35%
2035
13,400
400,000
5.00%
Thereafter
282,218
350,000
3.90%
300,000
4.15%
300,000
4.35%
$ 712,999
$ 7,450,000
The Company was in compliance at June 30, 2026 with customary covenants under the Credit Facility, the Term Loan and the indentures under which the unsecured notes were issued.
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4. Equity As of June 30, 2026 and December 31, 2025, the Company's charter had authorized for issuance a total of 280,000,000 shares of common stock and 50,000,000 shares of preferred stock. During the six months ended June 30, 2026, the Company: i.issued 2,444 shares of common stock in connection with stock options exercised;ii.issued 2,987 shares of common stock through the Company's dividend reinvestment plan;iii.issued 234,445 shares of common stock in connection with restricted stock grants and the conversion of performance awards to shares of common stock;iv.issued 10,355 shares of common stock through the Employee Stock Purchase Plan;v.issued 2,760,000 shares of common stock through the settlement of equity forward contracts;vi.withheld 83,467 shares of common stock to satisfy employees' tax withholding and other liabilities;vii.canceled 1,518 shares of restricted common stock upon forfeiture; andviii.repurchased 1,130,336 shares of common stock through the 2025 Stock Repurchase Program and 2026 Stock Repurchase Program, discussed below. Deferred compensation related to the Company's stock option, performance award and restricted stock grants does not impact the Company's Condensed Consolidated Financial Statements until recognized as compensation cost. The Company has a continuous equity program (the CEP ) under which the Company may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of its common stock from time to time. During the three and six months ended June 30, 2026 and 2025, the Company had no sales under the CEP. In connection with the pending Merger, the CEP was suspended as of the date of the Merger Agreement. In addition to the CEP, during the year ended December 31, 2024, the Company completed an underwritten public offering pursuant to which it entered into forward contracts to sell 3,680,000 shares of common stock at a discount to the closing price of $226.52 per share for net proceeds of $808,606,000 based on the initial forward price. During the three months ended June 30, 2026, the Company partially settled the outstanding forward contracts, issuing 2,760,000 shares of common stock at $220.08 per share for proceeds of $607,433,000. See Note 12, Subsequent Events, for further discussion of equity activity subsequent to June 30, 2026. In February 2026, the Company terminated its then-existing stock repurchase program (the 2025 Stock Repurchase Program ) and adopted a new stock repurchase program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $1,000,000,000 (the 2026 Stock Repurchase Program ). Purchases of common stock under the 2026 Stock Repurchase Program may occur from time to time at the Company’s discretion. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The 2026 Stock Repurchase Program does not have an expiration date and may be suspended or terminated at any time without prior notice. During the six months ended June 30, 2026, the Company repurchased 1,130,336 shares of common stock at an average price of $175.59 per share, including fees, for a total of $198,480,000 under the 2025 Stock Repurchase Program and the 2026 Stock Repurchase Program. In connection with the pending Merger, the 2026 Stock Repurchase Program was suspended as of the date of the Merger Agreement. 5. Investments Structured Investment Program The Company operates a Structured Investment Program (the SIP ), an investment platform through which the Company provides mezzanine loans or preferred equity to third-party multifamily developers. During the three months ended June 30,
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2026, the Company entered into one new SIP commitment, agreeing to provide an aggregate investment of up to $15,000,000 in a multifamily development project in Metro NY/NJ. During the six months ended June 30, 2026, the Company received full repayment of $17,580,000 which includes principal and interest for one mezzanine loan. As of June 30, 2026, the Company had nine commitments to fund up to $241,785,000 in the aggregate with a weighted average rate of return of 11.8% and a weighted average final maturity date of November 2028. As of June 30, 2026, the Company had funded $237,774,000 of these commitments and recognized interest income, exclusive of expected credit losses, of $7,806,000 and $6,689,000 for the three months ended June 30, 2026 and 2025, respectively, and $15,022,000 and $12,820,000 for the six months ended June 30, 2026 and 2025, respectively, from the SIP. Interest income and any change in the expected credit loss are included as a component of Structured Investment Program interest income on the accompanying Condensed Consolidated Statements of Operations. The Company evaluates each SIP commitment to determine the classification as a loan or an investment in a real estate development project. As of June 30, 2026, all of the SIP commitments are classified as loans. The Company includes amounts outstanding under the SIP as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company evaluates the credit risk for each commitment on an ongoing basis, estimating the reserve for credit losses using relevant available information from internal and external sources. Market-based historical credit loss data provides the basis for the estimation of expected credit losses, with adjustments, if necessary, for differences in current commitment-specific risk characteristics, such as the amount of equity capital provided by a borrower, amount of senior debt secured by the project, nature of the real estate being developed or other factors. Unconsolidated Investments As of June 30, 2026, the Company had investments in four unconsolidated entities with real estate holdings, with ownership interests ranging from 20.0% to 28.6%, coupled with other unconsolidated investments including third-party property technology and sustainability focused companies and investment management funds. The Arts District joint venture, in which the Company holds a 25% ownership interest, owns one apartment community that is subject to a mortgage loan with an outstanding balance of $162,911,000 as of June 30, 2026. The Company has provided the lender a partial payment guarantee for 25% of the loan's maximum borrowing capacity. Any amounts payable under the 25% loan guarantee by the Company are obligations of the joint venture partners in proportion to their ownership interest, and in the event the Company is obligated to perform under its loan guarantee, its joint venture partner is obligated to reimburse the Company for 75% of amounts paid. The Company accounts for its unconsolidated investments under the equity method of accounting, net asset value or the measurement alternative with the carrying amount of the investment adjusted to fair value when there is an observable transaction for the same or similar investment of the same issuer indicating a change in fair value. The significant accounting policies of the unconsolidated investments are consistent with those of the Company in all material respects. Certain of these investments are subject to various buy‑sell provisions or other rights which are customary in real estate joint venture agreements. The Company and its partners in these entities may initiate these provisions to either sell the Company's interest or acquire the interest from the Company's joint venture partner. Expensed Transaction, Development and Other Pursuit Costs The Company capitalizes costs associated with its development activities to the basis of land held when future development is probable, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs ( Development Rights ). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. If the Company determines a Development Right is no longer probable, the Company recognizes any necessary expense to write down its basis. The Company assesses its portfolio of land held for development and land held for investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land. The Company incurred expense of $7,609,000 and $2,493,000 for the three months ended June 30, 2026 and 2025,
20
respectively, and $11,025,000 and $7,237,000 for the six months ended June 30, 2026 and 2025, respectively, for expensed development and other pursuit costs, net of recoveries, which include development pursuits that were not yet probable of future development at the time incurred, or for pursuits that we determined were no longer probable of being developed. The amount for the three and six months ended June 30, 2026 includes a write-off of $4,545,000 for one development opportunity that the Company determined was no longer probable. The amount for the six months ended June 30, 2025 includes a write-off of $3,668,000 for one development opportunity that the Company determined was no longer probable. In addition, the Company incurred costs of $12,367,000 during the three and six months ended June 30, 2026 related to the proposed Merger with Equity Residential. See Note 1, Organization, Basis of Presentation and Significant Accounting Policies, for more information on the Merger. These costs are included in expensed transaction, development and other pursuit costs, net of recoveries on the accompanying Condensed Consolidated Statements of Operations. These costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods. Long-Lived Assets Casualty Loss For the six months ended June 30, 2026, the Company recognized $4,619,000 of expense from property damage at certain of the Company's communities, reported as casualty and impairment loss on the accompanying Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2025, the Company recognized $858,000 for the property damage to one of the Company's communities, reported as casualty and impairment loss on the accompanying Condensed Consolidated Statements of Operations. The expense for the six months ended June 30, 2026 relates to damage from a water pipe break at a community in New Jersey and damage at communities throughout the portfolio from winter storms. The expense for the three and six months ended June 30, 2025 relates to damage from a water pipe break at a community in Massachusetts. 6. Real Estate Disposition Activities The following real estate sales occurred during the six months ended June 30, 2026 (dollars in thousands):
Community name
Location
Period of sale
Apartment homes
Gross sales price
Gain on disposition (1)
Commercial square feet
Avalon Sunset Towers
San Francisco, CA
Q1 2026
243
$ 105,000
$ 85,567
—
Avalon White Plains
White Plains, NY
Q1 2026
407
166,000
84,408
—
Avalon The Albemarle
Washington D.C.
Q1 2026
234
69,750
9,713
1,000
Total
884
$ 340,750
$ 179,688
1,000
_________________________________(1) Gain on disposition was reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Operations. At June 30, 2026, the Company had one real estate asset that qualified as held for sale. 7. Commitments and Contingencies Legal Contingencies The Company recognizes a loss associated with contingent legal matters when the loss is probable and estimable. In 2022 and early 2023, the Company was named as a defendant in cases brought by private litigants alleging antitrust violations by RealPage, Inc. and owners and/or operators of multifamily housing which utilize revenue management systems provided by RealPage, Inc. The Company engaged with the plaintiffs' counsel to explain why it believed that these cases were without merit as they pertained to the Company. Following these discussions, the plaintiffs filed a notice of voluntary dismissal in July 2023, which resulted in the Company being dismissed without prejudice from these cases. Subsequently, on November 1, 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc. and a number of
21
owners and/or operators of multifamily housing in the District of Columbia, including the Company, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data (the “D.C. Antitrust Litigation”). The court has denied the Company's motions to dismiss and for judgment on the pleadings. See Note 12, Subsequent Events, for further discussion of the D.C. Antitrust Litigation. On January 15, 2025, the Office of the Attorney General of the State of Maryland filed a lawsuit similar to the D.C. Antitrust Litigation in the Circuit Court for Prince George’s County, Maryland in which RealPage, Inc. and a number of owners and/or operators of multifamily properties in Maryland, including the Company, have been named and alleged to have violated state antitrust law (the “Maryland Antitrust Litigation”). On February 28, 2025, the Company filed a motion to dismiss. Maryland filed an amended complaint on June 5, 2026, and, on June 29, 2026, the court denied as moot the Company’s motion to dismiss the original complaint due to Maryland’s amended complaint. On April 23, 2025, the Attorney General of the State of New Jersey and the New Jersey Division of Consumer Affairs filed a lawsuit similar to the D.C. Antitrust Litigation and the Maryland Antitrust Litigation in the U.S. District Court for the District of New Jersey. The lawsuit alleges that RealPage, Inc. and a number of owners and/or operators of multifamily properties in New Jersey, including the Company, violated federal and state antitrust laws and the state consumer fraud law (the “New Jersey Antitrust Litigation”) by unlawfully agreeing to use RealPage, Inc. revenue management systems and other related actions. On July 29, 2025, the Company filed a motion to dismiss. On March 31, 2026, the court granted without prejudice the Company’s motion with respect to the federal and state antitrust claims but denied it with respect to the state consumer fraud claim. On April 14, 2026, the Company filed a motion to reconsider the court’s ruling on the Company’s motion to dismiss the New Jersey Antitrust Litigation insofar as it did not dismiss the remaining state consumer fraud claim. While the Company intends to vigorously defend against the D.C. Antitrust Litigation, the Maryland Antitrust Litigation and the New Jersey Antitrust Litigation, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuits. The Company is involved in various other claims and/or administrative proceedings that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations. Lease Obligations The Company owns seven apartment communities, two commercial properties and one development community located on land subject to ground leases expiring between July 2046 and May 2123. The Company has purchase options for all ground leases expiring prior to 2062. The ground leases for six of the seven apartment communities, the two commercial properties and one development community are operating leases, with rental expense recognized on a straight-line basis over the lease term. In addition, the Company is party to 15 leases for its corporate and regional offices with varying terms through December 2033, all of which are operating leases. During the six months ended June 30, 2026, the Company did not enter into any new ground leases. The ground lease for the development community includes a completion guaranty that obligates the Company to complete construction of the community and certain off-site infrastructure improvements prior to May 2030. The Company expects to complete construction in Q1 2029 for an estimated total capital cost of $302,000,000. As of June 30, 2026 and December 31, 2025, the Company had total operating lease assets of $116,712,000 and $119,888,000, respectively, and lease obligations of $142,601,000 and $145,319,000, respectively, reported as components of right of use lease assets and lease liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company incurred costs of $3,842,000 and $3,836,000 for the three months ended June 30, 2026 and 2025, respectively, and $7,766,000 and $7,771,000 for the six months ended June 30, 2026 and 2025, respectively, related to operating leases.
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The Company has one apartment community located on land subject to a ground lease and four leases for portions of parking garages adjacent to apartment communities that are finance leases. As of June 30, 2026 and December 31, 2025, the Company had total finance lease assets of $27,429,000 and $27,649,000, respectively, and total finance lease obligations of $19,843,000 and $19,881,000, respectively, reported as components of right of use lease assets and lease liabilities on the accompanying Condensed Consolidated Balance Sheets. 8. Segment Reporting The Company's reportable operating segments include Same Store, Other Stabilized and Development/Redevelopment. Annually as of January 1, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change. In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment. The Company's segment disclosures present the measure(s) used by the Chief Operating Decision Maker ( CODM ) for assessing each segment's performance. The Company's CODM is comprised of several members of its executive management team, including its Chief Executive Officer and President, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, and Executive Vice President- Portfolio and Asset Management. The CODM uses net operating income ( NOI ) as the primary financial measure for Same Store communities and Other Stabilized communities. NOI is defined by the Company as total property revenue less direct property operating expenses (including property taxes), and excluding corporate-level income (including management, development and other fees), property management and other indirect operating expenses, net of corporate income, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, Structured Investment Program interest income, depreciation expense, income tax expense (benefit), casualty and impairment loss, gain on sale of communities, other real estate activity and net operating income from real estate assets sold or held for sale. The CODM evaluates the Company's financial performance on a consolidated residential and commercial basis. The commercial results attributable to the non-apartment components of the Company's mixed-use communities and other nonresidential operations represent 1.4% of total NOI for both the three months ended June 30, 2026 and 2025 and 1.5% and 1.7% of total NOI for the six months ended June 30, 2026 and 2025, respectively. Although the Company considers NOI a useful measure of a community's or communities' operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP. NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income and consistent with how the Company's CODM evaluates total NOI. A reconciliation of NOI to net income for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands):
23
For the three months ended June 30,
For the six months ended June 30,
2026
2025
2026
2025
Net income
$ 156,893
$ 269,855
$ 485,183
$ 506,452
Property management and other indirect operating expenses, net of corporate income
38,483
38,153
76,583
74,254
Expensed transaction, development and other pursuit costs, net of recoveries
19,976
2,493
23,392
7,237
Interest expense, net
70,070
64,801
141,559
124,665
General and administrative expense
27,137
22,997
49,214
42,777
(Income) loss from unconsolidated investments
(7,647)
1,052
(1,120)
2,051
Structured Investment Program interest income
(7,704)
(6,937)
(15,185)
(13,050)
Depreciation expense
232,975
231,730
466,079
449,618
Income tax expense (benefit)
70
(531)
(224)
(647)
Casualty and impairment loss
—
858
4,619
858
Loss (gain) on sale of communities, net
338
(99,457)
(179,574)
(155,926)
Other real estate activity
(223)
(3,637)
(307)
(3,792)
Net operating income from real estate assets sold or held for sale
(1,124)
(15,631)
(4,516)
(33,379)
Net operating income
$ 529,244
$ 505,746
$ 1,045,703
$ 1,001,118
The following is a summary of NOI from real estate assets sold or held for sale for the periods presented (dollars in thousands):
For the three months ended June 30,
For the six months ended June 30,
2026
2025
2026
2025
Rental income from real estate assets sold or held for sale
$ 1,570
$ 23,665
$ 7,525
$ 50,407
Operating expenses from real estate assets sold or held for sale
(446)
(8,034)
(3,009)
(17,028)
Net operating income from real estate assets sold or held for sale
$ 1,124
$ 15,631
$ 4,516
$ 33,379
The primary performance measure for communities under development or redevelopment depends on the stage of completion. While under development, management monitors actual construction costs against budgeted costs as well as lease-up pace and rent levels compared to budget. The following table details the Company's segment information as of the dates specified (dollars in thousands). The segments are classified based on the individual community's status at January 1, 2026. Segment information for the three and six months ended June 30, 2026 and 2025 has been adjusted to exclude the real estate assets that were sold from January 1, 2025 through June 30, 2026, or otherwise qualify as held for sale as of June 30, 2026, as described in Note 6, Real Estate Disposition Activities.
24
For the three months ended June 30, 2026
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 716,308
$ 33,897
$ 24,211
$ 774,416
Same Store Operating Expense
Property Taxes
(82,021)
(82,021)
Payroll
(40,582)
(40,582)
Repairs & Maintenance
(40,975)
(40,975)
Utilities
(27,499)
(27,499)
Office Operations
(15,031)
(15,031)
Insurance
(11,343)
(11,343)
Marketing
(5,002)
(5,002)
Same Store Operating Expense
(222,453)
—
—
(222,453)
Non-Same Store Operating Expense
—
(12,523)
(10,196)
(22,719)
Total Expenses
(222,453)
(12,523)
(10,196)
(245,172)
Total NOI
$ 493,855
$ 21,374
$ 14,015
$ 529,244
Gross Real Estate
$ 25,229,174
$ 1,726,436
$ 2,879,771
$ 29,835,381
For the three months ended June 30, 2025
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 704,387
$ 21,649
$ 8,900
$ 734,936
Same Store Operating Expense
Property Taxes
(79,262)
(79,262)
Payroll
(40,112)
(40,112)
Repairs & Maintenance
(39,198)
(39,198)
Utilities
(25,642)
(25,642)
Office Operations
(16,412)
(16,412)
Insurance
(10,513)
(10,513)
Marketing
(4,945)
(4,945)
Same Store Operating Expense
(216,084)
—
—
(216,084)
Non-Same Store Operating Expense
—
(9,098)
(4,008)
(13,106)
Total Expenses
(216,084)
(9,098)
(4,008)
(229,190)
Total NOI
$ 488,303
$ 12,551
$ 4,892
$ 505,746
Gross Real Estate
$ 24,896,266
$ 1,364,932
$ 1,658,532
$ 27,919,730
25
For the six months ended June 30, 2026
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 1,426,169
$ 67,764
$ 42,974
$ 1,536,907
Same Store Operating Expense
Property Taxes
(163,846)
—
—
(163,846)
Payroll
(80,797)
—
—
(80,797)
Repairs & Maintenance
(80,102)
—
—
(80,102)
Utilities
(61,096)
—
—
(61,096)
Office Operations
(31,224)
—
—
(31,224)
Insurance
(21,778)
—
—
(21,778)
Marketing
(8,625)
—
—
(8,625)
Same Store Operating Expense
(447,468)
—
—
(447,468)
Non-Same Store Operating Expense
—
(25,366)
(18,370)
(43,736)
Total Expenses
(447,468)
(25,366)
(18,370)
(491,204)
Total NOI
$ 978,701
$ 42,398
$ 24,604
$ 1,045,703
Gross Real Estate
$ 25,229,174
$ 1,726,436
$ 2,879,771
$ 29,835,381
For the six months ended June 30, 2025
Same Store
Other Stabilized
Development / Redevelopment
Total (1) (2)
Total Revenue
$ 1,403,853
$ 31,659
$ 16,820
$ 1,452,332
Same Store Operating Expense
Property Taxes
(156,418)
—
—
(156,418)
Payroll
(79,859)
—
—
(79,859)
Repairs & Maintenance
(77,051)
—
—
(77,051)
Utilities
(55,325)
—
—
(55,325)
Office Operations
(32,350)
—
—
(32,350)
Insurance
(21,033)
—
—
(21,033)
Marketing
(8,687)
—
—
(8,687)
Same Store Operating Expense
(430,723)
—
—
(430,723)
Non-Same Store Operating Expense
—
(13,274)
(7,217)
(20,491)
Total Expenses
(430,723)
(13,274)
(7,217)
(451,214)
Total NOI
$ 973,130
$ 18,385
$ 9,603
$ 1,001,118
Gross Real Estate
$ 24,896,266
$ 1,364,932
$ 1,658,532
$ 27,919,730
__________________________________(1)Does not include non-allocated revenue. Non-allocated revenue represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment. Non-allocated revenue is $1,782 and $1,594 for the three months ended June 30, 2026 and 2025, respectively, and $3,615 and $3,336 for the six months ended June 30, 2026 and 2025, respectively.
26
(2)Does not include non-allocated gross real estate and land held for development. Non-allocated gross real estate is $112,539 and $117,894 as of June 30, 2026 and 2025, respectively. Land held for development is $101,508 and $101,066 as of June 30, 2026 and 2025, respectively. 9. Stock-Based Compensation Plans On May 20, 2026, the stockholders of the Company approved the 2026 Equity Incentive Plan (the 2026 Plan ), which replaced the Company's Second Amended and Restated 2009 Equity Incentive Plan (the 2009 Plan ). The 2026 Plan includes an authorization to issue up to 4,000,000 shares of the Company's common stock, par value $0.01 per share and permits the Company to grant stock options, performance awards, restricted stock units, stock appreciation rights and restricted stock to eligible employees, directors, and other service providers. Shares issued under the 2009 Plan from March 15, 2026 through May 20, 2026 were counted towards the 2026 Plan authorization, which reduced the number of shares available for future grants to 3,999,180. The 2026 Plan will expire on May 20, 2036. Effective as of the close of business on May 20, 2026, no awards may be granted under the 2009 Plan. The 2009 Plan provided for the same types of equity awards as the 2026 Plan, and would have expired by its terms on May 15, 2027. Outstanding awards previously granted under the 2009 Plan will not be affected by termination of the 2009 Plan, the terms of which shall continue to govern such previously granted awards. In addition to the 3,999,180 shares authorized for issuance under the 2026 Plan as described above, any awards that were outstanding under the 2009 Plan on May 20, 2026 that are subsequently forfeited, canceled, surrendered or terminated (other than by exercise) will become available for awards under the 2026 Plan. Details of the outstanding awards and activity under the 2026 Plan and 2009 Plan for the six months ended June 30, 2026 are presented below. Stock Options:
Options
Weighted average exerciseprice per option
Options Outstanding at December 31, 2025
271,576
$ 183.28
Granted (1)
23,316
179.67
Exercised
(2,444)
180.32
Forfeited
—
—
Expired
—
—
Options Outstanding at June 30, 2026
292,448
$ 183.01
Options Exercisable at June 30, 2026
258,599
$ 182.55
__________________________________(1)All options are from recipient elections to receive a portion of earned restricted stock awards in the form of stock options. Performance Awards:
Performance awards
Weighted average grant date fair value per award
Outstanding at December 31, 2025
256,377
$ 199.94
Granted
99,434
173.73
Change in awards based on performance (1)
31,695
198.68
Converted to shares of common stock
(123,221)
198.41
Forfeited
(1,580)
201.43
Outstanding at June 30, 2026
262,705
$ 190.57
__________________________________(1)Represents the change in the number of performance awards earned based on performance achievement.
27
The Company grants performance awards based on (i) the total shareholder return metrics for the Company’s common stock and (ii) financial metrics related to operating performance and leverage metrics of the Company. The number of performance awards granted that are based on total shareholder return metrics and financial metrics are as follows:
2026
Total shareholder return metrics
54,687
Financial metrics
44,747
Total granted
99,434
The Company used a Monte Carlo model to assess the compensation cost associated with the portion of the performance awards granted for which achievement will be determined by using total shareholder return measures. The assumptions used are as follows:
2026
Dividend yield
4.0%
Estimated volatility over the life of the plan (1)
17.2% - 21.7%
Risk free rate
3.39% - 3.43%
Estimated performance award value based on total shareholder return measure
$168.69
__________________________________(1)Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility. For the portion of the performance awards granted in 2026 for which achievement will be determined by using financial metrics, the compensation cost was based on an average grant date value of $179.67. Restricted Stock:
Restricted stock shares
Weighted average grant date fair value per share
Outstanding at December 31, 2025
167,179
$ 195.76
Granted
111,224
179.73
Vested
(88,553)
189.43
Forfeited
(1,518)
192.57
Outstanding at June 30, 2026
188,332
$ 189.29
Total employee stock-based compensation cost recognized in income was $13,816,000 and $14,188,000 for the six months ended June 30, 2026 and 2025, respectively, and total capitalized stock-based compensation cost was $5,884,000 and $6,630,000 for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, total unrecognized compensation cost was $46,174,000 for unvested restricted stock, stock options and performance awards, which is expected to be recognized over a weighted average period of 2.2 years. The Company reverses any previously recognized compensation cost for forfeitures as they occur.
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10. Related Party Arrangements Unconsolidated Entities The Company manages unconsolidated real estate entities and provides other real estate related services to third parties, for which it receives asset management, property management, construction, development and redevelopment fee revenue. From these entities, the Company earned fees of $1,782,000 and $1,594,000 for the three months ended June 30, 2026 and 2025, respectively, and $3,615,000 and $3,336,000 for the six months ended June 30, 2026 and 2025. In addition, the Company had outstanding receivables associated with its property and construction management roles of $915,000 and $1,395,000 as of June 30, 2026 and December 31, 2025, respectively. Director Compensation The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock units in the amount of $692,000 and $604,000 for the three months ended June 30, 2026 and 2025, respectively, and $1,383,000 and $1,192,000 for the six months ended June 30, 2026 and 2025, respectively, as a component of general and administrative expense on the accompanying Condensed Consolidated Statements of Operations. Deferred compensation relating to these restricted stock grants and deferred stock units to non-employee directors was $2,017,000 and $910,000 on June 30, 2026 and December 31, 2025, respectively, reported as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. 11. Fair Value Financial Instruments Carried at Fair Value Derivative Financial Instruments Hedging Derivatives are carried at fair value in the Company's financial statements. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions and monitors the credit ratings of counterparties and the exposure of the Company to any single entity. The Company believes the likelihood of realizing losses from counterparty nonperformance is remote. The Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, such as interest rate, term to maturity and volatility. The Hedging Derivatives credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads, which the Company concluded are not significant. As a result, the Company determined that its derivative valuations are classified in Level 2 of the fair value hierarchy. The following table summarizes the consolidated derivative positions at June 30, 2026 (dollars in thousands):
Non-designated Hedges
Cash Flow Hedges
Interest Rate Caps
Interest Rate Swaps
Notional balance
$ 357,289
$ 700,000
Weighted average interest rate (1)
4.3%
N/A
Weighted average capped/swapped interest rate
6.7%
3.6%
Earliest maturity date
July 2026
January 2027
Latest maturity date
May 2029
April 2029
____________________________________(1)For debt hedged by interest rate caps, represents the weighted average interest rate on the hedged debt prior to any impact of the associated interest rate caps.
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During the six months ended June 30, 2026, the Company entered into $150,000,000 of forward starting interest rate swap agreements designated as cash flow hedges of interest rate variability on future debt issuance activity through December 31, 2026. The Company expects to cash settle the swaps and either pay or receive cash for the then current fair value. Assuming that the Company issues the debt as expected, the hedging impact from these positions will then be recognized over the life of the issued debt as a yield adjustment. The Company had certain derivatives not designated as hedges during the three and six months ended June 30, 2026 and 2025, for which fair value changes during each of the respective periods were not material. The Company anticipates reclassifying approximately $5,189,000 of net hedging gains from accumulated other comprehensive income into earnings within the next 12 months as an offset to the hedged item during this period. Financial Instruments Not Carried at Fair Value Cash, Cash Equivalents and Restricted Cash Cash, cash equivalent and restricted cash balances are held with various financial institutions within accounts designed to preserve principal. The Company monitors credit ratings of these financial institutions and the concentration of cash, cash equivalents and restricted cash balances with any one financial institution and believes the likelihood of realizing material losses related to cash, cash equivalent and restricted cash balances is remote. Cash, cash equivalents and restricted cash are carried at their face amounts, which reasonably approximate their fair values and are Level 1 within the fair value hierarchy. Other Financial Instruments Other financial instruments consist of (i) rents, (ii) other receivables, including notes receivable, (iii) prepaid expenses, (iv) accounts and construction payable and (v) accrued expenses and other liabilities. These assets and liabilities are carried at their face amounts, which reasonably approximate their fair values. The Company determined that its notes receivable approximate fair value because interest rates, yields and other terms are consistent with interest rates, yields and other terms currently available for similar instruments and are considered to be a Level 2 price within the fair value hierarchy. Equity Securities The Company has direct equity investments in third-party property technology companies. These investments are accounted for using the measurement alternative and are valued at the market price of observable transactions. During the three months ended June 30, 2026 and 2025, the Company recognized unrealized gains of $170,000 and unrealized losses of $1,203,000, respectively, and unrealized losses of $6,080,000 and $2,445,000 during the six months ended June 30, 2026 and 2025, respectively, related to these investments, which was reported as a component of loss from unconsolidated investments on the accompanying Condensed Consolidated Statements of Operations. As of June 30, 2026, the Company had recorded cumulative fair value adjustments of $61,429,000 for net unrealized gains on equity securities.
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Indebtedness The Company values its fixed rate unsecured debt using quoted market prices, a Level 1 price within the fair value hierarchy. The Company values its mortgage notes payable, the Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program using a discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the instrument, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The process also considers credit valuation adjustments to appropriately reflect the Company's nonperformance risk. The Company has concluded that the value of its mortgage notes payable, Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program are Level 2 prices as the majority of the inputs used to value its positions fall within Level 2 of the fair value hierarchy. Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis The following tables summarize the classification between the three levels of the fair value hierarchy of the Company's financial instruments measured or disclosed at fair value on a recurring basis (dollars in thousands):
June 30, 2026
Description
Total Fair Value
Quoted Pricesin ActiveMarkets for Identical Assets(Level 1)
SignificantOtherObservable Inputs (Level 2)
SignificantUnobservable Inputs(Level 3)
Assets
Investments
Notes receivable, net
$ 293,662
$ —
$ 293,662
$ —
Non-designated hedges
Interest rate caps
20
—
20
—
Interest rate swaps - assets
9,419
—
9,419
—
Total Assets
$ 303,101
$ —
$ 303,101
$ —
Liabilities
Indebtedness
Fixed rate unsecured debt
6,482,606
6,482,606
—
—
Mortgage notes payable, Commercial Paper and Term Loan
2,136,623
—
2,136,623
—
Total Liabilities
$ 8,619,229
$ 6,482,606
$ 2,136,623
$ —
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December 31, 2025
Description
Total Fair Value
Quoted Pricesin ActiveMarkets for Identical Asset(Level 1)
SignificantOtherObservable Inputs (Level 2)
SignificantUnobservable Inputs(Level 3)
Assets
Investments
Notes receivable, net
$ 259,051
$ —
$ 259,051
$ —
Total Assets
$ 259,051
$ —
$ 259,051
$ —
Liabilities
Interest rate swaps - liabilities
$ 4,046
$ —
$ 4,046
$ —
Indebtedness
Fixed rate unsecured debt
7,025,656
7,025,656
—
—
Mortgage notes payable, Commercial Paper and Term Loan
1,970,177
—
1,970,177
—
Total Liabilities
$ 8,999,879
$ 7,025,656
$ 1,974,223
$ —
12. Subsequent Events The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion. In July 2026, the Company had the following activity: •The Company sold eaves Tysons Corner, located in Vienna, VA, containing 217 apartment homes for $68,050,000. •The Company settled the remaining outstanding equity forward contracts entered into during 2024, issuing 920,000 shares of common stock at $219.52 per share for proceeds of $201,958,000. •On July 16, 2026, the Company and the District of Columbia both filed motions for summary judgment in the D.C. Antitrust Litigation. See Note 7, Commitments and Contingencies, for further discussion of the D.C. Antitrust Litigation.
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