AvalonBay (AVB) EVP has shares withheld to cover equity award taxes

Rhea-AI Filing Summary

AvalonBay Communities Executive Vice President Pamela Rogers Thomas reported a tax-related share disposition. On the vesting of restricted stock and performance share unit awards, the company withheld 2,652 shares of common stock to cover tax withholding obligations. Following this tax-withholding disposition, she directly owned 11,055 shares, including restricted shares.

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^*

Thomas Pamela Rogers

(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)
	Executive Vice 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		2,652(1)	D	$177.23	11,055(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.

	Lee N. Davis, as attorney-in-fact under Power of Attorney dated June 20, 2024	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).
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 insider transaction did AvalonBay Communities (AVB) report for Pamela Rogers Thomas?

AvalonBay Communities reported that Executive Vice President Pamela Rogers Thomas had 2,652 common shares withheld to satisfy tax obligations on vesting equity awards. This was a tax-withholding disposition, not an open-market sale, and followed the vesting of restricted stock and performance share units.

How many AvalonBay (AVB) shares were involved in Pamela Rogers Thomas’s Form 4 filing?

The Form 4 shows 2,652 AvalonBay common shares were withheld by the company at a price of $177.23 per share. These shares covered tax withholding obligations tied to vesting restricted stock and performance share unit awards granted under the company’s equity incentive plan.

Did Pamela Rogers Thomas sell AvalonBay (AVB) shares on the open market?

The filing indicates a tax-withholding disposition, not an open-market sale. Shares were withheld by AvalonBay Communities to cover tax obligations triggered by vesting equity awards, rather than being sold by Pamela Rogers Thomas through a market transaction to a third-party buyer.

How many AvalonBay (AVB) shares does Pamela Rogers Thomas own after this transaction?

After the tax-withholding disposition, Pamela Rogers Thomas directly owned 11,055 AvalonBay common shares. The filing states this amount includes all directly held shares of common stock as well as restricted shares that remain subject to the company’s equity award terms and conditions.

What is the nature of Pamela Rogers Thomas’s ownership of AvalonBay (AVB) shares?

The filing describes her ownership as direct, covering all common shares she holds, including restricted shares. A footnote clarifies that the post-transaction amount of 11,055 shares reflects her total directly owned common stock, encompassing both vested and restricted equity positions.

Why did AvalonBay (AVB) withhold shares from Pamela Rogers Thomas’s equity awards?

Shares were withheld to satisfy tax withholding obligations arising when restricted stock and performance share unit awards vested. Instead of paying those taxes in cash, a portion of the vested shares—2,652 in total—was retained by AvalonBay Communities under its Second Amended and Restated 2009 Equity Incentive Plan.