AVALONBAY COMMUNITIES INC SEC Filings

Equity Residential and AvalonBay have agreed to an all-stock merger of equals to combine into a single company. The combined company will operate from dual headquarters in Chicago, IL, and Arlington, VA, and will include more than 180,000 rental apartment homes. Ben Schall, AvalonBay’s CEO, will serve as CEO of the combined company. The companies expect the merger to close in the second half of 2026, subject to customary closing conditions and shareholder approvals. The email stresses cultural continuity, potential organizational changes after closing, and contains standard forward-looking statements and instructions regarding the forthcoming Registration Statement on Form S-4 and Joint Proxy Statement/Prospectus to be filed with the SEC.

AvalonBay Communities director Christopher B. Howard received an equity-based fee for board service. He was granted 135 shares of common stock in the form of Deferred Stock Units under the company’s equity incentive plan, in lieu of his quarterly cash director fee. These units will convert into common stock on a one-for-one basis after he ceases to be a director. Following this grant, he directly owns 6,443.639 shares of common stock, including these units, some of which may be subject to vesting requirements.

AvalonBay Communities director Ronald L. Havner Jr. received an award of 135 shares of common stock in the form of Deferred Stock Units under the company’s Second Amended and Restated 2009 Equity Incentive Plan. The grant reflects his prior election to take quarterly director fees in stock rather than cash.

These units will convert into common stock on a one-for-one basis after he ceases to be a director. Following this grant, he directly owns 19,871.875 shares of common stock, including deferred units that may be subject to vesting requirements.

AvalonBay Communities director Charles E. Mueller Jr. received an award of 176 Deferred Stock Units in the form of common stock under the company’s equity incentive plan. The award was taken in lieu of his quarterly cash director fee and carried a price of $0.00 per share.

The units convert into common stock on a one-for-one basis after he ceases to be a director. Following this grant, he directly owns a total of 7,474.4718 shares of common stock, including these units, some of which may be subject to vesting requirements.

AvalonBay Communities director Terry S. Brown received an award of 203 shares of common stock in the form of Deferred Stock Units under the company’s Second Amended and Restated 2009 Equity Incentive Plan. These units were granted in lieu of his quarterly cash director fee and will convert into common stock on a one-for-one basis after he ceases to be a director.

After this award, Brown directly owns a total of 19,580.6415 shares of common stock, including all Deferred Stock Units, some of which may be subject to vesting requirements.

AvalonBay Communities director Conor C. Flynn received 135 Deferred Stock Units as part of his quarterly board compensation. These units were granted in lieu of a cash director fee under the company’s equity incentive plan and carry a zero dollar grant price.

The Deferred Stock Units will convert into common stock on a one-for-one basis after Flynn ceases to be a director. Following this grant, he directly owns a total of 921.2032 shares of common stock, including these units, some of which may be subject to vesting requirements.

Equity Residential and AvalonBay agreed to combine in an all‑stock merger of equals. Under the Merger Agreement, each outstanding AvalonBay common share will convert into 2.793 Equity Residential common shares (the Exchange Ratio). The combined board will have 14 members with leadership appointments for Stephen E. Sterrett as Chairman and Benjamin W. Schall as Chief Executive Officer effective at closing.

The transaction contemplates an Asset Contribution by AvalonBay prior to a statutory merger, customary closing conditions (including shareholder approvals and an effective Form S-4), and a commitment letter providing up to $2,000,000,000 of senior unsecured bridge loans. Termination fees for certain break scenarios are specified, and equity award, option and dividend treatments are defined in the Merger Agreement.

AvalonBay Communities, Inc. and Equity Residential entered into an Agreement and Plan of Merger to combine in an all-stock merger-of-equals. Under the agreement, each outstanding AvalonBay share will convert into 2.793 Equity Residential common shares at the Effective Time.

The combined board will have 14 members with specified leadership appointments; certain AvalonBay awards, options and deferred units will convert into Equity Residential awards or OP Units on the stated conversion formulas. The transaction is subject to customary closing conditions, shareholder approvals and regulatory clearances.

AvalonBay Communities announced an all-stock merger of equals with Equity Residential, creating a combined multifamily REIT with a pro forma equity market value of about $52 billion and total enterprise value of about $69 billion.

Each AvalonBay share will be converted into 2.793 Equity Residential common shares, leaving AvalonBay shareholders with roughly 51.2% of the combined company and Equity Residential shareholders with about 48.8%. The new company, to be renamed at closing, will own more than 180,000 apartments and be governed by a 14‑member board split evenly between the two firms. Benjamin W. Schall will serve as CEO and Stephen E. Sterrett as board chair, with dual headquarters in Arlington, VA and Chicago, IL.