AvalonBay (AVB) CEO has 15,766 shares withheld to cover tax obligations

Rhea-AI Filing Summary

AvalonBay Communities Inc. CEO and President Benjamin Schall reported a tax-related share disposition. On March 1, 2026, the company withheld 15,766 shares of common stock at $177.23 per share to cover tax obligations on the vesting of restricted stock and performance share units.

After this withholding, Schall directly owned 102,914.2339 shares of AvalonBay common stock, including restricted shares. This filing reflects an automatic tax-withholding event rather than an open-market purchase or 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^*

Schall Benjamin

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

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		15,766(1)	D	$177.23	102,914.2339(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 January 19, 2021	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 did AvalonBay (AVB) CEO Benjamin Schall report in this Form 4 filing?

Benjamin Schall reported a tax-related share disposition. The company withheld 15,766 AvalonBay shares at $177.23 each to cover tax obligations from vesting restricted stock and performance share units under its equity incentive plan.

Was the AvalonBay (AVB) Form 4 transaction an open-market sale by the CEO?

No, the transaction was not an open-market sale. Shares were withheld by AvalonBay to satisfy tax withholding obligations triggered by vesting restricted stock and performance share units, a common administrative step for equity compensation.

How many AvalonBay (AVB) shares were withheld for taxes in this Form 4?

AvalonBay withheld 15,766 common shares at $177.23 per share. These shares covered Benjamin Schall’s tax obligations arising from the vesting of restricted stock and performance share unit awards under the company’s equity incentive plan.

How many AvalonBay (AVB) shares does Benjamin Schall own after this transaction?

Following the tax-withholding transaction, Benjamin Schall directly owned 102,914.2339 AvalonBay common shares. This amount includes both unrestricted and restricted shares, as clarified in the Form 4 footnotes describing his post-transaction holdings.

What plan triggered the AvalonBay (AVB) CEO’s tax-withholding share disposition?

The disposition was triggered by AvalonBay’s Second Amended and Restated 2009 Equity Incentive Plan. Vesting of restricted stock and performance share unit awards under this plan created tax obligations, which the company satisfied by withholding shares.