Equity Residential, AvalonBay merger: leadership lineup announced (AVB)

Rhea-AI Filing Summary

Equity Residential notified employees that following the announced merger with AvalonBay three senior Equity Residential leaders — Catherine Carraway, Bob Garechana and Bret McLeod — will not join the executive team of the combined company and will remain in their roles through the close of the merger.

The message confirms that Michael Manelis and Scott Fenster will serve on the combined company’s executive team as Chief Operating Officer and General Counsel respectively, and announces an employee Town Hall on June 11, 2026 at 11:00 a.m. Central Time to discuss the leadership transition and next steps. The communication includes a standard cautionary statement about forward-looking statements and explains that a Form S-4 Registration Statement and a Joint Proxy Statement/Prospectus will be filed with the SEC in connection with the proposed transaction.

Insights

Corporate Governance Analyst

Leadership changes disclosed as part of merger communications; transition remains subject to closing.

The email formalizes which Equity Residential executives will and will not be part of the combined company’s executive team and sets an employee town hall on June 11, 2026. It emphasizes continued service by the departing leaders through the close of the merger and internal communication plans.

Key dependencies include completion of the proposed merger process and subsequent SEC filings (Registration Statement on Form S-4 and Joint Proxy Statement/Prospectus). Timing and cash‑flow treatment of any severance or departures are not disclosed in the provided excerpt; subsequent filings and company disclosures may provide further detail.

Key Figures

Communication date: June 8, 2026 Town Hall: June 11, 2026 at 11:00 a.m. Central Time Tenure - Catherine Carraway: 25 years +3 more

6 metrics

Communication date June 8, 2026 Date the email was sent to employees

Town Hall June 11, 2026 at 11:00 a.m. Central Time Employee Town Hall to discuss announcement

Tenure - Catherine Carraway 25 years Length of service at Equity Residential

Tenure - Bob Garechana 20 years Length of service at Equity Residential

Tenure - Bret McLeod 1 year Described as providing leadership over the past year

Intended SEC filing Form S-4 Registration Statement To include Joint Proxy Statement/Prospectus in connection with proposed transaction

Key Terms

Registration Statement on Form S-4, Joint Proxy Statement/Prospectus, forward-looking statements, participants in the solicitation

4 terms

Registration Statement on Form S-4 regulatory

"Equity Residential intends to file with the SEC a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Joint Proxy Statement/Prospectus regulatory

"that will include a joint proxy statement of Equity Residential and AvalonBay that also constitutes a prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

forward-looking statements financial

"This communication contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

participants in the solicitation regulatory

"may be deemed to be participants in the solicitation of proxies from Equity Residential’s and AvalonBay’s shareholders"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

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Filed by Equity Residential

ERP Operating Limited Partnership

(Commission File Nos.: 001-12252

000-24920)

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: AvalonBay Communities, Inc.

(Commission File No.: 001-12672)

Date: June 8, 2026

On June 8, 2026, Mark Parrell, President and Chief Executive Officer of Equity Residential, sent the below email to employees of Equity Residential.

Privileged and Confidential - Do Not Forward Outside of Equity Residential

Equity Team,

Today, we announced the executive leadership team that will guide the new company following the close of our merger with AvalonBay. As part of that announcement, three Equity Residential leaders who have helped shape our company will not be joining the executive team of the combined company: Catherine Carraway, Bob Garechana, and Bret McLeod.

First, a Thank You

I want to begin by thanking Catherine, Bob, and Bret, who have each played important roles in Equity Residential’s success.

During her 25 years with Equity Residential, Catherine has been a champion for our people and culture, helping build the strong, values-driven organization we know today. Bob’s 20-year career here has spanned both Finance and Investments, where he helped guide the company through multiple chapters of growth and change. And over the past year, Bret has provided thoughtful financial leadership during one of the most significant periods in our company’s history. Together, they have shaped the culture, performance, and reputation that make Equity Residential special.

While all three will continue serving in their roles through the close of the merger, I want to personally thank them for everything they’ve done for our company. Many of you have worked closely with them over the years, and I hope you’ll join me in expressing our appreciation for their leadership and service. We look forward to celebrating these departing leaders’ contributions in a more personal way later this summer.

Second, Moving Forward at the Combined Company

I’m proud that Michael Manelis and Scott Fenster will serve on the combined company’s executive team, bringing their deep experience and leadership. Michael will serve as the Chief Operating Officer, as he does at Equity Residential today, with responsibility for property operations, including leasing, maintenance, and engineering; technology; centralized services; and revenue management and marketing. Scott will serve in the same role at the combined company as he has now - General Counsel - with responsibility for all legal matters and regulatory affairs.

Please note that today’s announcement relates only to executive leadership positions. There will be many other important leadership and contributor roles across the organization, and Equity Residential employees will be a material part of the combined company’s team and future success. The new company will be stronger because of the people, ideas, capabilities, and cultures that both companies contribute.

Looking Ahead

As we continue moving through this process, we remain committed to communicating openly, sharing information as decisions are made, and being clear when answers are still being worked through.

To help continue that conversation, we will hold an Equity Residential Town Hall on Thursday, June 11, at 11:00 a.m. Central Time, from the Chicago office, which will be live-streamed for all employees nationwide. Ben Schall, the new executive team (from both Equity Residential and AvalonBay), and I will all be there. It will be an opportunity to hear directly from the leaders who will guide the next chapter of our company, ask questions, and have a candid conversation about what today’s announcement means and what comes next. I hope you’ll join us in person at 2N or on the screen across the country.

I have never been more proud of our company or the people who make it special. While there is still important work ahead and questions that remain, I am confident in the future we are building together and the role our people will play in shaping it.

Thank you for continuing to serve our residents, support one another, and represent Equity Residential with professionalism and pride.

Mark

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry and markets in which Equity Residential and AvalonBay Communities, Inc. (“AvalonBay”) operate, as well as beliefs and assumptions of Equity Residential and AvalonBay. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address operating performance, events or developments that Equity Residential or AvalonBay expects or anticipates will occur in the future are forward-looking statements, including statements relating to any possible transaction between Equity Residential and AvalonBay, multifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where Equity Residential and AvalonBay operate and Equity Residential’s and AvalonBay’s respective debt, capital structure and financial position. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to Equity Residential’s and AvalonBay’s ability to obtain the required respective shareholder approval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction; (iii) the risk that Equity Residential’s and AvalonBay’s businesses

will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) potential litigation relating to the proposed transaction that could be instituted against Equity Residential, AvalonBay or their trustees, directors, managers or officers, including resulting expense or delay and the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction, including diverting the attention of Equity Residential and AvalonBay management from ongoing business operations, will harm Equity Residential’s and AvalonBay’s businesses during the pendency of the proposed transaction or otherwise; (vii) certain restrictions during the pendency of the business combination that may impact Equity Residential’s and AvalonBay’s ability to pursue certain business opportunities or strategic transactions; (viii) the possibility that the business combination may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring Equity Residential or AvalonBay to pay a termination fee; (x) the effect of the announcement of the proposed transaction on the ability of Equity Residential and AvalonBay to operate their respective businesses and retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to the market value of Equity Residential common shares to be issued in the proposed transaction; (xii) other risks related to the completion of the proposed transaction and actions related thereto; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the business combination or otherwise that could affect Equity Residential’s or AvalonBay’s financial performance; (xiv) other risks related to the completion of the proposed transaction and actions related thereto; (xv) legislative, regulatory and economic developments, including the level of new multifamily communities construction and development, government regulations and competition; (xvi) unpredictability and severity of local, regional, national and international economic, political and catastrophic climates, conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well as management’s response to any of the aforementioned factors; (xvii) changes in global financial markets, interest rates and foreign currency exchange rates; (xviii) increased or unanticipated competition affecting Equity Residential’s and AvalonBay’s properties; (xix) risks associated with acquisitions, dispositions, development and redevelopment of properties; (xx) increased costs of labor and construction material; (xxi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xxii) environmental uncertainties, including risks of natural disasters; (xxiii) those risks and uncertainties set forth in Equity Residential’s and AvalonBay’s Annual Reports on Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Equity Residential or AvalonBay, as the case may be, with the Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those risks that will be described in the Registration Statement and Joint Proxy Statement/Prospectus (each as defined below) that will be filed with the SEC in connection with the proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events as of the date on which the statements are made. Neither Equity Residential nor AvalonBay undertakes any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if Equity Residential’s and AvalonBay’s underlying assumptions prove to be incorrect, Equity Residential’s, AvalonBay’s and the combined company’s actual results may vary materially from what Equity Residential or AvalonBay may have expressed or implied by these forward-looking statements. Equity Residential and AvalonBay caution not to place undue reliance on any of Equity Residential’s or AvalonBay’s forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect Equity Residential or AvalonBay.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Additional Information and Where to Find It

In connection with the proposed transaction between Equity Residential and AvalonBay, Equity Residential intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of Equity Residential and AvalonBay that also constitutes a prospectus of Equity Residential (the “Joint Proxy Statement/Prospectus”). A definitive Joint Proxy Statement/Prospectus will be mailed to Equity Residential’s shareholders and AvalonBay’s stockholders seeking their respective approval of the proposed transaction and other related matters. Each of Equity Residential and AvalonBay may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other document that Equity Residential or AvalonBay (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF EQUITY RESIDENTIAL AND AVALONBAY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when they become available) and other documents filed with the SEC by Equity Residential and AvalonBay, which contain important information, through the website maintained by the SEC at www.sec.gov. The documents filed by Equity Residential with the SEC may be obtained free of charge by accessing “Filings – SEC Filings” in the “Investor” section of Equity Residential’s website at www.equityapartments.com, by writing to Equity Residential – Investor Relations, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, by telephone at 1-888-879-6356 or by email at investorrelations@eqr.com. The documents filed by AvalonBay with the SEC may be obtained free of charge by accessing the “Investors” section of AvalonBay’s website at www.avalonbay.com or by writing to AvalonBay, 4040 Wilson Blvd., Suite 1000, Arlington, Virginia 22203, Attention: Corporate Secretary (Legal Department) or by email at investor_relations@avalonbay.com.

Participants in the Solicitation

Equity Residential, AvalonBay, and certain of their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from Equity Residential’s and AvalonBay’s shareholders in respect of the proposed transaction. Information about the directors and executive officers of AvalonBay, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in AvalonBay’s proxy statement for its 2026 Annual Meeting of Stockholders under the headings “Director Nominees,” “Transactions with Related Persons, Promoters and Certain Control Persons,” “Director Compensation,” “Director Compensation Table,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Officers, Stock Ownership and Other Information,” which was filed with the SEC on April 6, 2026, and in AvalonBay’s Annual Report on Form 10-K for the fiscal year ended December  31, 2025, which was filed with the SEC on February 27, 2026. Information about the trustees and executive officers of Equity Residential, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equity Residential’s proxy statement for its 2026 Annual Meeting of Shareholders under the headings “Biographical Information and Qualifications of Trustees,” “Biographical Information of Executives,” “Common Share Ownership of Trustees and Executives,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Trustee Compensation,” which was filed with the SEC on April 14, 2026, and in Equity Residential’s Annual Report on Form 10-K for the fiscal year ended December  31, 2025, which was filed with the SEC on February 13, 2026. To the extent holdings of Equity Residential’s securities by its trustees or executive officers have changed since the amounts set forth in Equity Residential’s definitive proxy statement for its 2026 Annual Meeting of Shareholders or the holdings of AvalonBay’s securities by its directors or executive officers have changed since the amounts set forth in AvalonBay’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available on the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they become available before making any voting or investment decisions. Investors may obtain free copies of these documents from Equity Residential or AvalonBay using the sources indicated above.

FAQ

What did Equity Residential announce about its executive team in the AVB merger?

Equity Residential announced that Catherine Carraway, Bob Garechana, and Bret McLeod will not join the combined company’s executive team. Michael Manelis will serve as Chief Operating Officer and Scott Fenster will continue as General Counsel for the combined company.

When is the employee town hall to discuss the Equity Residential and AvalonBay merger?

The employee Town Hall is scheduled for June 11, 2026 at 11:00 a.m. Central Time, to be held from the Chicago office and live‑streamed nationwide, featuring the new executive team and Ben Schall.

Will the departing executives continue working until the merger closes?

Yes. The email states Catherine Carraway, Bob Garechana, and Bret McLeod will continue serving in their roles through the close of the merger. No further details on departure timing or severance are provided in this excerpt.

What SEC filings did Equity Residential say will follow the merger announcement?

Equity Residential intends to file a Registration Statement on Form S-4 that will include a Joint Proxy Statement/Prospectus. These documents will be mailed to shareholders and contain details about the proposed transaction and related matters.

Does the communication include a forward‑looking statements disclaimer?

Yes. The message includes an extensive cautionary statement identifying forward‑looking language and listing risks that could cause actual results to differ materially, and states neither company undertakes an obligation to update such statements except as required by law.