AVALONBAY COMMUNITIES INC 4

Timothy J. Naughton converted approximately 125,618 AVB common-equivalent shares and 69,832 AVB stock options into Vivmark Residential (EQR) equity and options in a merger-related, non‑open‑market disposition on August 17, 2026.

On August 17, 2026, in connection with the merger of AvalonBay Communities, Inc. (AVB) into a subsidiary of Equity Residential (renamed Vivmark Residential), reporting person Timothy J. Naughton had all of his AVB common stock, deferred stock units, restricted shares, and associated options converted into rights over EQR common shares pursuant to a fixed exchange ratio of 2.793 EQR shares per AVB share. The Form 4 reflects disposition of 111,593.9208 AVB common-equivalent shares held directly and 14,024 AVB shares held indirectly via a family trust, as well as 69,832 AVB stock options with a $180.32 exercise price, all labeled as dispositions due to the merger rather than open‑market sales. Based on the pre‑merger AVB closing price of $184.06, the direct and indirect common-equivalent holdings being converted represented roughly $23.1 million of equity value, plus approximately $4.0 million of in‑the‑money value on the options, with the report indicating that Naughton’s beneficial ownership of AVB shares (direct and indirect) and AVB options became zero post‑transaction as those interests rolled into corresponding EQR (Vivmark Residential) equity and option awards under the merger agreement.

Filing Facts

CIK

915912

Ticker

AVB

Form

4

Source Type

sec

Accession

0001193125-26-354184

Alert Tier

6