AvalonBay director exits AVB stake in EQR merger

AVALONBAY COMMUNITIES INC director Conor C. Flynn reported a disposition to the issuer of 2,021.9415 shares of common stock, including deferred stock units.

Rhea-AI Filing Summary

AVALONBAY COMMUNITIES INC director Conor C. Flynn reported a disposition to the issuer of 2,021.9415 shares of common stock, including deferred stock units. Following this transaction, his reported direct holdings of AVB common stock are 0 shares. The transaction is linked to a merger of equals in which AvalonBay Communities, Inc. combined with Equity Residential, with Merger Sub surviving as a wholly owned subsidiary of Equity Residential, which changed its name to Vivmark Residential. At the effective time of the merger, each deferred stock unit was automatically converted into the right to receive 2.793 Equity Residential common shares.

Insider Trade Summary

Disposition: 2,021.9415 shares

Disposition 1 txn

Insider Flynn Conor C

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 per share F1, F2, F3	2,021.9415	--	--

Holdings After Transaction: Common Stock, par value $.01 per share — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.
2. F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding deferred stock unit held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.
3. F3. This total includes deferred stock units.

Key Figures

Shares disposed to issuer: 2,021.9415 shares Shares held after transaction: 0 shares Exchange Ratio: 2.793 +2 more

5 metrics

Shares disposed to issuer 2,021.9415 shares Common Stock, par value $.01 per share, disposition to issuer by Conor C. Flynn

Shares held after transaction 0 shares Total direct AVB common stock holdings following the reported disposition

Exchange Ratio 2.793 EQR common shares received per AVB deferred stock unit at the Effective Time

AVB closing price $184.06 per share Closing price of AVB Common Stock on August 14, 2026

EQR closing price $65.97 per share Closing price of Equity Residential common shares on August 14, 2026

Key Terms

Agreement and Plan of Merger, merger of equals, deferred stock unit, Exchange Ratio, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

merger of equals financial

"AVB and EQR combined in a merger of equals on August 17, 2026"

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

deferred stock unit financial

"each issued and outstanding deferred stock unit held by the Reporting Person"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

Exchange Ratio financial

"was automatically converted into the right to receive 2.793 (the "Exchange Ratio")"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

common shares of beneficial interest financial

"common shares of beneficial interest, $0.01 par value per share"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Conor C. Flynn report in Form 4 for AVB?

Conor C. Flynn reported a disposition to the issuer of 2,021.9415 shares of AvalonBay Communities, Inc. common stock, including deferred stock units, leaving him with 0 shares of AVB common stock directly owned after the transaction.

How is AvalonBay Communities, Inc. (AVB) involved in the merger described in the filing?

AvalonBay Communities, Inc. (AVB) combined with Equity Residential in a merger of equals, with AVB merging into Canopy Merger Sub LLC, which survives as a wholly owned subsidiary of Equity Residential, which changed its name to Vivmark Residential.

What did AVB deferred stock units convert into for Conor C. Flynn?

Each AVB deferred stock unit held by Conor C. Flynn was automatically converted into the right to receive 2.793 Equity Residential common shares at the merger’s effective time, according to the stated Exchange Ratio in the agreement.

What share prices for AVB and Equity Residential are disclosed in this AVB Form 4?

On August 14, 2026, the disclosed closing price of AVB common stock was $184.06 per share, and the closing price of Equity Residential common shares was $65.97 per share, as referenced for context to the merger and exchange ratio.

What is the exchange ratio between AVB deferred stock units and Equity Residential shares?

At the merger’s effective time, each AVB deferred stock unit converted into the right to receive 2.793 Equity Residential common shares, described as the Exchange Ratio in the Agreement and Plan of Merger governing the combination with Equity Residential.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 04:45 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Flynn Conor C

(Last) (First) (Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BLVD

(Street)

ARLINGTON VIRGINIA 22203

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/17/2026		D(1)(2)		2,021.9415(3)	D	(1)(2)	0	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. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.

2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding deferred stock unit held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.

3. This total includes deferred stock units.

	By Lee N. Davis under Power of Attorney dated as of November 10, 2025	08/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)