AvalonBay Form 4: Director converts fees into 198 deferred stock units

Rhea-AI Filing Summary

Terry S. Brown, a director of AvalonBay Communities, received a grant of 198 Deferred Stock Units on 09/02/2025 in lieu of a quarterly cash director fee. These Units carry a $0 purchase price and will convert on a one-for-one basis into common stock when the reporting person ceases to be a director. After the reported transaction the filing states the reporting person beneficially owns 18,403.4637 shares of AvalonBay common stock, reflected as direct ownership and including Units that may be subject to vesting requirements. The filing is a routine Section 16 disclosure of an equity-based director compensation election.

Positive

• Director elected equity compensation which can increase alignment with shareholders by converting cash fees into Deferred Stock Units

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director elected equity compensation aligns interests with shareholders; routine disclosure with no immediate governance red flags.

The filing documents a common governance practice where a director converts a cash fee into deferred stock units under the companys equity plan. The Units convert 1:1 to common shares upon cessation of directorship, indicating deferred ownership rather than immediate dilution. The disclosure clarifies direct beneficial ownership including Units that may vest, which is important for transparency but does not indicate related-party transactions, unusual timing, or preferential pricing. Impact on control and voting is limited while Units remain subject to vesting and conversion conditions.

Securities/Compensation Analyst

TL;DR: This is a routine equity-compensation election by a director; it modestly increases reported beneficial ownership but is not materially impactful.

The reported grant of 198 Deferred Stock Units at a $0 price reflects an election to receive equity instead of cash fees. Because Units convert to shares only upon termination of service, the immediate economic effect and share count impact are limited. The filing reports total direct beneficial ownership of 18,403.4637 shares after the transaction, which helps investors track insider holdings. No cash consideration or option exercise is reported, and there is no indication of accelerated vesting or extraordinary terms in the disclosure provided.

09/04/2025 - 05:07 PM

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

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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^*

Brown Terry S.

(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		198(1)	A	$0	18,403.4637(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 November 26, 2014	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 transaction did AVB director Terry S. Brown report on the Form 4?

The reporting person was granted 198 Deferred Stock Units on 09/02/2025 in lieu of a quarterly cash director fee.

How many AvalonBay (AVB) shares does the reporting person beneficially own after the transaction?

The Form 4 reports beneficial ownership of 18,403.4637 shares following the reported transaction.

Do the Deferred Stock Units convert to common stock and when?

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

Was any cash paid for the Deferred Stock Units reported on the Form 4?

No. The transaction lists a $0 price for the granted Units, reflecting an election in lieu of cash fees.

Are the Deferred Stock Units immediately vested according to the filing?

The filing states the Units may be subject to vesting requirements; it does not state they are immediately vested.