AVB Form 4: Director Christopher Howard receives 132 Deferred Stock Units

Rhea-AI Filing Summary

AvalonBay Communities director Christopher B. Howard received 132 Deferred Stock Units on 09/02/2025 in lieu of a quarterly cash director fee. The Units were granted under the companys Second Amended and Restated 2009 Equity Incentive Plan and will convert one-for-one into common stock when Mr. Howard ceases to be a director. The reported price is $0 because the award substituted for cash compensation. After the grant, the filing reports beneficial ownership of 5,850.5982 shares (including Units that may be subject to vesting). The Form 4 was signed by power of attorney on 09/04/2025.

Positive

• Granted 132 Deferred Stock Units in lieu of cash, aligning director compensation with equity ownership
• Units convert one-for-one to common stock upon cessation of directorship, providing clear conversion terms

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation converted to equity; aligns pay with shareholder interests without new dilution today.

The filing documents a non-derivative grant of 132 Deferred Stock Units under the issuers equity plan elected in lieu of cash director fees. Such elections are common governance practices to tie director compensation to long-term equity value. The Units convert one-for-one to common stock upon cessation of directorship, which preserves current share count until conversion and may be subject to vesting. This disclosure is procedural and does not indicate a change in governance or control.

Securities/Filing Analyst

TL;DR: Form 4 reports a standard in-kind compensation grant; transaction details are clear and correctly disclosed.

The Form 4 shows a transaction date of 09/02/2025 with code A and a reported amount of 132 Units at $0, reflecting an election to receive equity instead of cash. The beneficial ownership figure of 5,850.5982 shares includes these Units per the filers explanation. The form execution by power of attorney on 09/04/2025 completes required reporting. No derivative holdings or exercised options are reported.

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
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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^*

Howard Christopher B.

(Last) (First) (Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BOULEVARD STE 1000

(Street)

ARLINGTON VA 22203

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	09/02/2025		A		132(1)	A	$0	5,850.5982(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects grant of Deferred Stock Units ("Units") under the issuer's Second Amended and Restated 2009 Equity Incentive Plan pursuant to an election previously made by the reporting person to receive Units in lieu of the quarterly cash director's fee otherwise due. The Units will convert into common stock on a one for one basis when the reporting person ceases to be a director of the issuer.

2. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including Units, which may be subject to vesting requirements.

	By Edward M. Schulman under Power of Attorney dated as of May 20, 2021	09/04/2025
	** 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.

FAQ

What did AvalonBay (AVB) director Christopher B. Howard receive on 09/02/2025?

He was granted 132 Deferred Stock Units under the companys 2009 Equity Incentive Plan on 09/02/2025.

Will the Deferred Stock Units convert into common stock?

Yes, the Units will convert one-for-one into common stock when the reporting person ceases to be a director.

How many shares does the filing report after the transaction?

The filing reports beneficial ownership of 5,850.5982 shares following the reported transaction, including Units.

What price was reported for the Units on the Form 4?

The reported price for the transaction is $0, reflecting an election to receive Units instead of a cash fee.

When was the Form 4 filed and signed?

The earliest transaction date is 09/02/2025 and the Form 4 was signed under power of attorney on 09/04/2025.