Issuer
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement
No. 333-277313
Relating to Preliminary Prospectus Supplement dated June 30, 2025
to Prospectus dated February 23, 2024
Pricing Term Sheet
AVALONBAY
COMMUNITIES, INC.
$400,000,000 5.000% Senior Notes due 2035
June 30, 2025
| Issuer: |
AvalonBay Communities, Inc. |
| Principal Amount: |
$400,000,000 |
| Maturity: |
August 1, 2035 |
| Coupon: |
5.000% |
| Price to Public: |
99.372% of face amount |
| Yield to Maturity: |
5.080% |
| Spread to Benchmark Treasury: |
T + 85 basis points |
| Benchmark Treasury: |
4.250% due May 15, 2035 |
| Benchmark Treasury Price and Yield: |
100-05 / 4.230% |
| Interest Payment Dates: |
February 1 and August 1, commencing February 1, 2026 |
| Optional Redemption: |
|
| Make-whole Call: |
Make-whole call at T + 15 basis points |
| Par Call: |
On or after May 1, 2035 (three months prior to the maturity date) |
| Trade Date: |
June 30, 2025 |
| Settlement Date: |
T + 7; July 10, 2025; under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters. |
| CUSIP: |
053484 AG6 |
| ISIN: |
US053484AG63 |
| Ratings*: |
A3/A- (Moody’s / S&P) |
| Minimum Denomination: |
$2,000 and integral multiples of $1,000 in excess thereof |
| Joint Bookrunners: |
Wells Fargo Securities, LLC
Barclays Capital Inc.
Scotia Capital (USA) Inc.
Truist Securities, Inc.
BNP Paribas Securities Corp.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc. |
| Senior Co-Managers: |
BofA Securities, Inc.
Deutsche Bank Securities Inc.
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
RBC Capital Markets, LLC
Regions Securities LLC |
| Co-Manager: |
Samuel A. Ramirez & Company, Inc. |
*Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be revised or withdrawn at any time.
The
issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities
and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest,
you should read the base prospectus in that registration statement and the preliminary prospectus supplement, and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free
by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the base prospectus and the preliminary prospectus supplement if you request them by calling
Wells Fargo Securities, LLC at 1-800-645-3751, Barclays Capital Inc. at 1-888-603-5847, Scotia Capital (USA) Inc. at 1-800-372-3930 or
Truist Securities, Inc. at 1-800-685-4786.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
