SEC Form 4 · accession 0001193125-26-354184
AVALONBAY COMMUNITIES INC · AVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Naughton
Director
Period of report
Aug 17, 2026
Accepted (ET)
Aug 17, 2026 · 4:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000915912
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF3,F1,F2 | Aug 17, 2026 | D | 111,594 | — | D | 0 | D | |
| Common Stock, par value $.01 per shareF4,F1,F2 | Aug 17, 2026 | D | 14,024 | — | D | 0 | I | By Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F5 | $180.32 | Aug 17, 2026 | D | 69,832 | D | Mar 1, 2023 | Feb 25, 2031 | Common Stock | 69,832 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2At 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.
- F3This total includes shares of AVB Common Stock, deferred stock units and restricted shares.
- F4Reflects indirect beneficial ownership by spouse through Family Trust and the reporting person disclaims any beneficial ownership in these shares.
- F5Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent).