AvalonBay (NYSE: AVB) COO covers tax obligations with 5,771 shares

Rhea-AI Filing Summary

AVALONBAY COMMUNITIES INC Chief Operating Officer Sean J. Breslin reported a tax-related share disposition. The company withheld 5,771 shares of common stock at $177.23 per share to cover tax obligations on the vesting of restricted stock and performance share unit awards under its equity incentive plan.

After this withholding, Breslin directly owns 81,027.3692 shares of AvalonBay common stock, including restricted shares. This filing reflects administrative tax withholding rather than an open-market stock sale.

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^*

Breslin Sean J.

(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)

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

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

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	03/01/2026		F		5,771(1)	D	$177.23	81,027.3692(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 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.

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 May 26, 2009	03/03/2026
	** 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).
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FAQ

What insider transaction did AvalonBay (AVB) report for Sean J. Breslin?

AvalonBay reported that COO Sean J. Breslin had 5,771 common shares withheld to cover tax obligations. The withholding was tied to vesting of restricted stock and performance share unit awards under the company’s equity incentive plan.

Was the AvalonBay (AVB) Form 4 a market sale of shares by the COO?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by AvalonBay to satisfy tax liabilities arising from vesting of equity awards, rather than sold at the executive’s discretion.

How many AvalonBay (AVB) shares were used to cover Sean Breslin’s taxes?

A total of 5,771 AvalonBay common shares were withheld to cover tax withholding obligations. The transaction price per share was reported as $177.23, reflecting the value used for this administrative tax-settlement transaction.

How many AvalonBay (AVB) shares does Sean Breslin own after this Form 4?

Following the tax-withholding transaction, Sean J. Breslin directly owns 81,027.3692 AvalonBay common shares. This figure includes all directly held common stock as well as restricted shares reported under the company’s equity incentive arrangements.

What plan governed the equity awards in this AvalonBay (AVB) Form 4?

The equity awards were granted under AvalonBay’s Second Amended and Restated 2009 Equity Incentive Plan. The reported withholding of 5,771 shares covered tax obligations associated with vesting of restricted stock and performance share unit awards under this plan.