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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 1, 2025
AVALONBAY
COMMUNITIES, INC.
(Exact name of registrant as specified in its
charter)
|
Maryland
(State or other jurisdiction
of incorporation
or organization) |
1-12672
(Commission File
Number) |
77-0404318
(I.R.S. Employer
Identification No.) |
4040 Wilson Blvd., Suite 1000
Arlington,
Virginia 22203
(Address of principal executive offices)(Zip
code)
(703)
329-6300
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.01 per share |
|
AVB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On December 1, 2025,
AvalonBay Communities, Inc. (the “Company”) closed the public offering (the “Offering”) of an aggregate of
$400,000,000 principal amount of its 4.350% Senior Notes due 2030 (the “Notes”).
The Offering was made pursuant
to a prospectus supplement dated November 19, 2025 and a base prospectus dated February 23, 2024 relating to the Company’s
registration statement on Form S-3 (File No. 333-277313) (the “Registration Statement”). In connection with the
Offering of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan
Securities LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives
of the several underwriters named in the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report on Form 8-K.
The Notes bear interest from
December 1, 2025, with interest on the Notes payable semi-annually on June 1 and December 1, beginning on June 1,
2026. The Notes will mature on December 1, 2030 unless the Company redeems them earlier.
The terms of the Notes are
governed by an Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)
(the “Base Indenture”), dated as of February 23, 2024, as supplemented by the Third Supplemental Indenture between the
Company and the Trustee, dated as of December 1, 2025 (the “Third Supplemental Indenture”).
The Company estimates that
the net proceeds from the sale of the Notes, after deducting the underwriting discount and estimated offering expenses payable by the
Company, will be approximately $396.5 million.
The Company intends to use
the net proceeds from the Offering for working capital and general corporate purposes, which may include the repurchase of outstanding
shares of the Company’s common stock pursuant to the Company’s stock repurchase program, repayment of outstanding indebtedness
under the Company’s commercial paper program, which allows the Company to issue, from time to time, unsecured commercial paper notes
with varying maturities of less than one year up to a maximum amount outstanding at any one time of $1,000,000,000, land acquisitions,
the development and redevelopment of residential communities, the acquisition of communities, funding the Company’s Structured Investment
Program investments and the repayment and refinancing of other indebtedness. Pending the application of such net proceeds, the Company
may temporarily invest all or a portion of the net proceeds from the Offering in cash or cash equivalents and/or hold such proceeds in
accordance with the Company’s internal liquidity policy.
The foregoing description
does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Base Indenture,
the Third Supplemental Indenture and the form of the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K
and are incorporated herein by reference.
In connection with the filing
of the Underwriting Agreement, the Company is also filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the legality
of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration
Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 |
Underwriting Agreement, dated as of November 19, 2025, by and among the Company and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (filed herewith) |
| |
|
| 4.1 |
Indenture for Debt Securities, dated as of February 23, 2024, between the Company and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to Form 10-K of the Company filed February 23, 2024) |
| |
|
| 4.2 |
Third Supplemental Indenture, dated as of December 1, 2025, between the Company and U.S. Bank Trust Company, National Association (filed herewith) |
| |
|
| 4.3 |
Form of 4.350% Senior Notes due 2030 (attached as Exhibit A to the Third Supplemental Indenture filed as Exhibit 4.2 hereto) |
| |
|
| 5.1 |
Opinion of Goodwin Procter LLP (filed herewith) |
| |
|
| 23.1 |
Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AVALONBAY COMMUNITIES, INC. |
| |
|
|
| Dated: December 1, 2025 |
By: |
/s/ Kevin P. O’Shea |
| |
|
Kevin P. O’Shea |
| |
|
Chief Financial Officer |
