AvalonBay CFO reports tax withholding of 6,663 shares

Q: What caused the share withholding for Kevin P. O'Shea at AvalonBay Communities (AVB)?

The withholding resulted from the vesting of restricted stock and performance share unit awards under AvalonBay’s Second Amended and Restated 2009 Equity Incentive Plan. Shares were withheld to cover associated tax obligations instead of a separate cash payment for taxes.

AvalonBay Communities Chief Financial Officer Kevin P. O'Shea reported a tax-related share disposition.

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Form Type

4/A

Rhea-AI Filing Summary

AvalonBay Communities Chief Financial Officer Kevin P. O'Shea reported a tax-related share disposition. The company withheld 6,663 shares of common stock at $177.23 per share to cover tax obligations upon vesting of restricted stock and performance share units. After this withholding, O'Shea directly owns about 33,104 shares of common stock, including restricted shares. The amended Form 4 corrects the previously reported number of shares withheld.

Insider Trade Summary

Exercise Price or Tax Liability: 6,663 shares

Exercise Price or Tax Liability 1 txn

Insider O'Shea Kevin P.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $.01 per share	6,663	$177.23	$1.18M

Holdings After Transaction: Common Stock, par value $.01 per share — 33,103.9396 shares (Direct)

Footnotes (2)

F1. Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock and performance share unit awards under the Company's Second Amended and Restated 2009 Equity Incentive Plan. The original Form 4 filing has been amended to reflect the correct number of shares withheld.
F2. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

Key Figures

Shares withheld for taxes: 6,663 shares Withholding price per share: $177.23 per share Shares owned after transaction: 33,103.9396 shares +2 more

5 metrics

Shares withheld for taxes 6,663 shares Tax-withholding disposition on equity award vesting

Withholding price per share $177.23 per share Value used for tax-withholding transaction

Shares owned after transaction 33,103.9396 shares Direct ownership after withholding, including restricted shares

Transaction date 2026-03-01 Date of tax-withholding disposition

Transaction code F Payment of tax liability by delivering securities

Key Terms

restricted stock, performance share unit awards, Equity Incentive Plan, tax withholding obligations, +1 more

5 terms

restricted stock financial

"on the vesting of restricted stock and performance share unit awards"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity Incentive Plan financial

"under the Company's Second Amended and Restated 2009 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

tax withholding obligations financial

"to cover tax withholding obligations on the vesting of restricted stock"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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What insider transaction did AvalonBay Communities (AVB) report for Kevin P. O'Shea?

AvalonBay Communities reported that CFO Kevin P. O'Shea had 6,663 shares of common stock withheld by the company to cover tax obligations from vesting equity awards. This was a tax-withholding disposition, not an open-market sale of shares.

At what price were AvalonBay Communities (AVB) shares withheld for Kevin P. O'Shea?

The company withheld 6,663 AvalonBay Communities shares at a price of $177.23 per share to satisfy tax withholding obligations. This price is used solely for the tax-withholding transaction related to vested restricted stock and performance share unit awards.

How many AvalonBay Communities (AVB) shares does Kevin P. O'Shea hold after this Form 4/A?

Following the tax-withholding transaction, Kevin P. O'Shea directly owns about 33,103.9396 AvalonBay Communities common shares. This figure includes restricted shares and represents his direct ownership position after the reported equity award vesting event.

Was the AvalonBay Communities (AVB) Form 4/A an amendment to correct prior data?

Yes. The Form 4/A for AvalonBay Communities amends the original filing to reflect the correct number of shares withheld for taxes. It clarifies the exact 6,663 shares used to satisfy withholding on vested restricted and performance share awards.

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Accepted by SEC EDGAR 06/22/2026 - 04:21 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Shea Kevin P.

(Last)

(First)

(Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BOULEVARD STE 1000

(Street)

ARLINGTON

VIRGINIA

22203

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	03/01/2026		F		6,663⁽¹⁾	D	$177.23	33,103.9396⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock and performance share unit awards under the Company's Second Amended and Restated 2009 Equity Incentive Plan. The original Form 4 filing has been amended to reflect the correct number of shares withheld.

2. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

	Edward M. Schulman, as attorney-in-fact under Power of Attorney dated December 13, 2012	06/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR