AvalonBay (AVB) Form 4: Director Receives 132 Deferred Stock Units

Rhea-AI Filing Summary

Ronald L. Havner Jr., a director of AvalonBay Communities, Inc. (AVB), received 132 Deferred Stock Units under the company's equity incentive plan in lieu of a quarterly cash director fee. The Units convert one-for-one into common stock when he ceases to be a director and were issued at a stated price of $0. Following the grant, the filing reports beneficial ownership of 18,889.3122 shares (which includes the Units and may be subject to vesting).

Insights

Financial Analyst

TL;DR: Routine director compensation; small equity grant that modestly increases reported beneficial ownership.

This Form 4 discloses a standard director election to receive Deferred Stock Units instead of cash compensation, reflecting a non-cash board compensation mechanism. The grant size (132 Units) is small relative to a typical REIT market-capitalization and therefore likely immaterial to valuation or EPS. The filing also clarifies that the Units convert one-for-one to common stock upon termination of directorship and that the total reported beneficial ownership (18,889.3122 shares) includes Units that may vest later, which is relevant for ownership disclosure but not indicative of a change in control or material insider accumulation.

Corporate Governance Expert

TL;DR: Standard governance practice: deferred equity in lieu of cash aligns director pay with shareholder interests but is routine disclosure.

The disclosure demonstrates a common deferral election under the issuer's equity incentive plan rather than an extraordinary board action. The one-for-one conversion on termination and potential vesting provisions are properly noted, satisfying transparency expectations for Section 16 reporting. No executive officer status, unusual pricing, or derivative instruments are reported, supporting a view that this is a routine, non-material governance event for investors monitoring insider activity.

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^*

HAVNER RONALD L JR

(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	18,889.3122(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 September 16, 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.
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FAQ

What did AvalonBay director Ronald L. Havner Jr. receive according to the Form 4?

He received 132 Deferred Stock Units under the company's equity incentive plan in lieu of a quarterly cash director fee.

How do the Deferred Stock Units convert into AvalonBay common stock (AVB)?

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

What is the reported beneficial ownership after the transaction?

The filing reports beneficial ownership of 18,889.3122 shares, which includes the Deferred Stock Units and may be subject to vesting.

Was any cash paid for the Units and what price is listed?

The transaction is reported with a price of $0, reflecting issuance in lieu of cash fees.

Does the Form 4 indicate any derivative securities or option exercises by the reporting person?

No; Table II for derivative securities contains no reported transactions in this filing.