AvalonBay Director Elects 172 Deferred Units in Lieu of Cash

Rhea-AI Filing Summary

AvalonBay Communities, Inc. (AVB) director Charles E. Mueller Jr. received 172 Deferred Stock Units on 09/02/2025 under the company’s 2009 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. Following the grant, Mr. Mueller beneficially owns 6,769.171 shares of common stock (this total includes Units and may be subject to vesting). The Form 4 was signed under power of attorney on 09/04/2025.

Positive

• Director compensation aligned with shareholders via deferred stock units elected in lieu of cash
• Units convert one-for-one to common stock upon cessation, providing clear conversion terms

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director elected deferred stock units instead of cash, typical board compensation alignment with shareholders.

This transaction reflects a routine director compensation election to receive equity rather than cash, which aligns the director’s interests with shareholders and preserves cash for the company. The grant of 172 Deferred Stock Units is modest relative to typical outstanding share counts and will convert to common stock only upon cessation of directorship, indicating a retention/deferral mechanism rather than immediate dilution. There is no indication of option exercise, sale, or unusual timing that would raise governance concerns.

Securities Analyst

TL;DR: Small, routine equity grant; negligible immediate market impact.

The reported issuance of 172 Units is a non-derivative grant under an established equity plan and was made pursuant to a prior election by the reporting person. The Units carry a one-for-one conversion to common shares upon termination of service, so there is no immediate increase in outstanding shares. The change in beneficial ownership to 6,769.171 shares should be monitored only for insider trend analysis; it is not material to AVB’s capitalization based on the information provided.

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

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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^*

MUELLER CHARLES E 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		172(1)	A	$0	6,769.171(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 October 28, 2022	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 AVB director Charles E. Mueller Jr. report on Form 4?

The Form 4 reports a grant of 172 Deferred Stock Units received on 09/02/2025 under AVB's 2009 Equity Incentive Plan in lieu of a quarterly cash fee.

How many shares does Charles E. Mueller Jr. beneficially own after the transaction?

Following the reported transaction, he beneficially owns 6,769.171 shares (this total includes the Deferred Stock Units and may be subject to vesting).

When do the Deferred Stock Units convert to common stock?

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

Was this Form 4 filed jointly or by one reporting person?

The filing indicates it was filed by one reporting person and was signed under a power of attorney on 09/04/2025.