AvalonBay (NYSE: AVB) CFO has shares withheld to cover equity award taxes

Rhea-AI Filing Summary

AvalonBay Communities Chief Financial Officer Kevin P. O'Shea reported an automatic share withholding related to equity compensation. On March 1, 2026, 4,983 shares of common stock at $177.23 per share were withheld by the company to cover tax obligations on the vesting of restricted stock and performance share unit awards. After this tax-withholding disposition, O'Shea directly held 34,783.9396 shares of AvalonBay common stock, 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^*

O'Shea Kevin P.

(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 Financial 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		4,983(1)	D	$177.23	34,783.9396(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 December 13, 2012	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 its CFO?

AvalonBay’s CFO Kevin P. O'Shea reported a tax-withholding disposition of 4,983 common shares. The company withheld these shares to satisfy tax obligations tied to vesting restricted stock and performance share unit awards under its equity incentive plan.

Was the AvalonBay (AVB) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by AvalonBay to cover tax liabilities arising from vesting equity awards, a common administrative mechanism for handling employee equity compensation taxes.

How many AvalonBay (AVB) shares were withheld from the CFO and at what price?

AvalonBay withheld 4,983 common shares from CFO Kevin P. O'Shea at a reported price of $177.23 per share. This withholding was used to cover tax obligations triggered when restricted stock and performance share units vested.

How many AvalonBay (AVB) shares does the CFO hold after this Form 4 transaction?

Following the reported tax-withholding disposition, CFO Kevin P. O'Shea directly owns 34,783.9396 AvalonBay common shares. This total includes restricted shares that remain subject to the terms of the company’s equity incentive arrangements.

What equity plan is referenced in the AvalonBay (AVB) CFO’s Form 4 filing?

The filing references AvalonBay’s Second Amended and Restated 2009 Equity Incentive Plan. Under this plan, the company may withhold vested shares from restricted stock and performance share unit awards to satisfy associated tax withholding obligations for executives.