AvalonBay director converts AVB stake in merger

AVALONBAY COMMUNITIES INC reported that director Charles E. Mueller Jr. disposed of 8,623.5265 shares of AVB common stock and deferred stock units in a transaction coded as a disposition to issuer.

Rhea-AI Filing Summary

AVALONBAY COMMUNITIES INC reported that director Charles E. Mueller Jr. disposed of 8,623.5265 shares of AVB common stock and deferred stock units in a transaction coded as a disposition to issuer. This occurred in connection with a merger of equals in which AVB merged into a subsidiary of Equity Residential, which then changed its name to Vivmark Residential. At the merger’s effective time, each AVB share and deferred stock unit held by the reporting person was automatically converted into the right to receive 2.793 Vivmark Residential common shares per AVB share or unit, plus cash in lieu of any fractional share.

Insider Trade Summary

Disposition: 8,623.5265 shares

Disposition 1 txn

Insider MUELLER CHARLES E JR

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 per share F1, F2, F3	8,623.5265	--	--

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 share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, 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, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. 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 shares of AVB Common Stock and deferred stock units.

Key Figures

Shares disposed: 8,623.5265 shares Exchange Ratio: 2.793 shares AVB closing price: $184.06 per share +2 more

5 metrics

Shares disposed 8,623.5265 shares Total AVB common stock and deferred stock units disposed in issuer transaction

Exchange Ratio 2.793 shares EQR (Vivmark Residential) common shares per AVB share or deferred stock unit

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

Post-transaction AVB holdings 0.0000 shares Direct AVB common stock and deferred stock unit holdings after disposition

Key Terms

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

Exchange Ratio financial

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

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 share of common stock ... and deferred stock unit held"

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.

cash in lieu of fractional financial

"plus ... the right to receive cash in lieu of fractional EQR Common Shares"

FAQ

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

What insider transaction did AVB director Charles E. Mueller Jr. report on this Form 4 for AVB?

He reported a disposition to issuer of 8,623.5265 AVB common shares and deferred stock units. The transaction was tied to a merger of equals where AVB combined with Equity Residential, later renamed Vivmark Residential.

Why were Charles E. Mueller Jr.’s AVB shares disposed of according to this AVB Form 4?

The shares were disposed of in connection with a merger of equals between AVB and Equity Residential. At the effective time, AVB merged into a subsidiary of Equity Residential as part of the transaction, triggering the reported disposition.

What did AVB shareholders, including the reporting person, receive for each AVB share in the merger?

Each AVB common share and deferred stock unit became the right to receive 2.793 Equity Residential (now Vivmark Residential) common shares. Holders were also entitled to cash in lieu of fractional Vivmark shares resulting from the exchange ratio.

How many AVB shares did Charles E. Mueller Jr. hold after the reported transaction?

After the transaction, the reported direct holdings of AVB common stock and related deferred stock units were 0.0000 shares. This reflects the conversion of his AVB interests into rights to receive Vivmark Residential common shares under the merger terms.

What were the reference market prices for AVB and Equity Residential before the merger conversion?

On August 14, 2026, AVB’s closing price was $184.06 per share and Equity Residential’s closing price was $65.97 per common share. These prices are cited as market references around the time the 2.793 share exchange ratio was applied.

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
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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^*

MUELLER CHARLES E JR

(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)		8,623.5265(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 share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, 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, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. 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 shares of AVB Common Stock and deferred stock units.

	By Edward M. Schulman under Power of Attorney dated as of October 28, 2022	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)