AvalonBay director exits 7,052 shares in merger

AvalonBay Communities, Inc. (AVB) director Nnenna Lynch reported a disposition to the issuer of 7,052.0462 shares of common stock, including deferred stock units, leaving 0 shares directly owned.

Rhea-AI Filing Summary

AvalonBay Communities, Inc. (AVB) director Nnenna Lynch reported a disposition to the issuer of 7,052.0462 shares of common stock, including deferred stock units, leaving 0 shares directly owned. The transaction occurred in connection with AVB’s merger of equals with Equity Residential (EQR), after which EQR was renamed Vivmark Residential. At the merger’s effective time, each deferred stock unit held converted into the right to receive 2.793 EQR common shares.

Insider Trade Summary

Disposition: 7,052.0462 shares

Disposition 1 txn

Insider Lynch Nnenna

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 per share F1, F2, F3	7,052.0462	--	--

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: 7,052.0462 shares Shares owned after transaction: 0.0000 shares Exchange Ratio: 2.793 +2 more

5 metrics

Shares disposed 7,052.0462 shares Common Stock, par value $0.01 per share, disposition to issuer on 2026-08-17

Shares owned after transaction 0.0000 shares Total AVB common shares directly owned following the reported disposition

Exchange Ratio 2.793 Each deferred stock unit converted into the right to receive 2.793 EQR common shares

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 EQR Common Shares on August 14, 2026

Key Terms

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

4 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.

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.

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.

FAQ

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

What insider transaction did Nnenna Lynch report on Form 4 for AVB?

Nnenna Lynch reported a disposition to the issuer of 7,052.0462 AVB common shares, including deferred stock units. Following the transaction, she directly owned 0 AVB shares, reflecting changes tied to AvalonBay’s merger with Equity Residential.

How is AvalonBay Communities (AVB) involved in the merger described in this Form 4?

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

What did AVB deferred stock units convert into for Nnenna Lynch in this transaction?

At the merger’s effective time, each deferred stock unit held by Nnenna Lynch converted into the right to receive 2.793 EQR common shares. These are common shares of beneficial interest of Equity Residential, which was renamed Vivmark Residential after completion of the merger.

What were the reference market prices for AVB and EQR around this insider transaction?

On August 14, 2026, AVB common stock closed at $184.06 per share, and EQR common shares closed at $65.97 per share. These prices are provided as context in connection with the stated 2.793 exchange ratio for deferred stock units.

Did Nnenna Lynch retain any direct AVB share ownership after this Form 4 transaction?

No. After the reported disposition of 7,052.0462 AVB common shares, Nnenna Lynch’s directly owned AVB common stock position was reported as 0 shares. The disposition occurred to the issuer in connection with the AVB and EQR merger structure.

Was this AVB Form 4 transaction executed under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and there is no footnote stating the disposition was pursuant to a Rule 10b5-1 or pre-arranged trading plan. The transaction is instead tied to the AVB–EQR merger mechanics.

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

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Accepted by SEC EDGAR 08/17/2026 - 04:41 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^*

Lynch Nnenna

(Last) (First) (Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BOULEVARD STE 1000

(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)		7,052.0462(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.

	Nnenna Lynch by Edward M. Schulman pursuant to a Power of Attorney dated as of May 20, 2021	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)