Avalonbay Communities (AVB)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-17 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: AVALONBAY COMMUNITIES INC (AVB) CIK: 0000915912 --- Reporting Owner --- Name: Schall Benjamin CIK: 0001544531 Role: Director, Officer (CEO & President) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock, par value $.01 per share Date: 2026-08-17 | Code: A (Grant or award) Shares: +78,257 | Price: $0.00 Shares Owned After: 178,819.7606 | Ownership: D (Direct) Footnotes: [F1] Represents the deemed acquisition of common stock, par value $0.01 per share ("AVB Common Stock"), of AvalonBay Communities, Inc., a Maryland corporation ("AVB"), pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a "PSU"), which were previously granted to the Reporting Person. The number of PSUs reflects deemed achievement at the greater of actual performance and the target level for each respective award, as determined by the Compensation Committee of AVB effective as of the Effective Time (as defined below), and the PSUs converted into the right to receive restricted shares of Equity Residential, a Maryland real estate investment trust ("EQR") or limited partnership interests in ERP Operating Limited Partnership, an Illinois limited partnership ("ERP OP"), the operating partnership of EQR, in each case, subject to the same time-based vesting conditions that were previously applicable to the PSUs. [F4] This total includes shares of AVB Common Stock, restricted shares, PSUs deemed to have been earned as of the Effective Time and shares acquired through AVB's Employee Stock Purchase Plan. [Transaction #2] Security: Common Stock, par value $.01 per share Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -178,819.7606 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F2] Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AVB, EQR, ERP OP, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential. [F3] At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of AVB Common Stock held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share. --- Derivative Transactions --- [Transaction #1] Security: Employee Stock Options (Right to Buy) Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -21,772 Exercisable: N/A | Expires: 2036-02-26 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F6] These options vest in three equal annual installments, with the first installment vesting on 3/1/2027. [Transaction #2] Security: Employee Stock Options (Right to Buy) Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -9,473 Exercisable: N/A | Expires: 2035-02-26 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F7] These options vest in three equal annual installments, with the first installment having vested on 3/1/2026. [Transaction #3] Security: Employee Stock Options (Right to Buy) Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -12,651 Exercisable: N/A | Expires: 2034-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F8] These options vest in three equal annual installments, with the first installment having vested on 3/1/2025. [Transaction #4] Security: Employee Stock Options (Right to Buy) Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -10,073 Exercisable: N/A | Expires: 2033-02-23 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F9] These options vest in three equal annual installments, with the first installment having vested on 3/1/2024. [Transaction #5] Security: Employee Stock Options (Right to Buy) Date: 2026-08-17 | Code: D (Sale to issuer) Shares: -8,304 Exercisable: N/A | Expires: 2032-02-17 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F5] Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). [F10] These options vest in three equal annual installments, with the first installment having vested on 3/1/2023. --- Footnotes (Complete Index) --- F1: Represents the deemed acquisition of common stock, par value $0.01 per share ("AVB Common Stock"), of AvalonBay Communities, Inc., a Maryland corporation ("AVB"), pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a "PSU"), which were previously granted to the Reporting Person. The number of PSUs reflects deemed achievement at the greater of actual performance and the target level for each respective award, as determined by the Compensation Committee of AVB effective as of the Effective Time (as defined below), and the PSUs converted into the right to receive restricted shares of Equity Residential, a Maryland real estate investment trust ("EQR") or limited partnership interests in ERP Operating Limited Partnership, an Illinois limited partnership ("ERP OP"), the operating partnership of EQR, in each case, subject to the same time-based vesting conditions that were previously applicable to the PSUs. F10: These options vest in three equal annual installments, with the first installment having vested on 3/1/2023. F2: Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AVB, EQR, ERP OP, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential. F3: At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of AVB Common Stock held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share. F4: This total includes shares of AVB Common Stock, restricted shares, PSUs deemed to have been earned as of the Effective Time and shares acquired through AVB's Employee Stock Purchase Plan. F5: Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). F6: These options vest in three equal annual installments, with the first installment vesting on 3/1/2027. F7: These options vest in three equal annual installments, with the first installment having vested on 3/1/2026. F8: These options vest in three equal annual installments, with the first installment having vested on 3/1/2025. F9: These options vest in three equal annual installments, with the first installment having vested on 3/1/2024. --- Signature --- /s/ Edward M. Schulman, as attorney-in-fact under Power of Attorney dated January 19, 2021 (2026-08-17)