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    SEC Form 425 filed by AvalonBay Communities Inc.

    5/21/26 5:12:59 PM ET
    $AVB
    Real Estate Investment Trusts
    Real Estate
    Get the next $AVB alert in real time by email
    425 1 tm2615343d3_425.htm 425

    Filed by AvalonBay Communities, Inc.
    pursuant to Rule 425 under the Securities Act of 1933
    and deemed filed pursuant to Rule 14a-12
    under the Securities Exchange Act of 1934

     

     Subject Company: AvalonBay Communities, Inc.
    Commission File No.: 001-12672

     

    On May 21, 2026, AvalonBay Communities, Inc. and Equity Residential launched a website (https://www.rentingredefined.com/). The following is a reproduction of content from the website.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Institute for Market Transformation Green Lease Leader Gold Level Recent Awards & Recognitions S&P Global Sustainability Yearbook Membership NAREIT Residential Leader in the Light Glassdoor Best Places to Work, Employees’ Choice Sustainalytics Regional Top Rated Sustainalytics Industry Top Rated S&P Global Best-in-Class World and North American Indices Newsweek America’s Most Responsible Companies Barron’s 10 Most Sustainable U.S. REITs USA Today Top Workplace Newsweek America’s Most Charitable Companies NAREIT Leader in the Light – Responsibility ORA Power Ranking #5 for Multifamily REITs NMHC Rankings #4: Top Owners #14: Top Managers #14: Top Developers #19: Top Builders Global Real Estate Sustainability Benchmark Regional Sector Leader, Listed – Development US Department of Energy Better Project Award Cautionary Statement Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry and markets in which AvalonBay Communities, Inc. (“AvalonBay”) and Equity Residential operate, as well as beliefs and assumptions of AvalonBay and Equity Residential. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address operating performance, events or developments that AvalonBay and Equity Residential expects or anticipates will occur in the future are forward-looking statements, including statements relating to any possible transaction between AvalonBay and Equity Residential, multifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where AvalonBay and Equity Residential operate and AvalonBay’s and Equity Residential’s respective debt, capital structure and financial position. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to AvalonBay’s and Equity Residential’s ability to obtain the required respective stockholder approval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction; (iii) the risk that AvalonBay’s and Equity Residential’s businesses will not be integrated successfully or that such integration may be more difficult, time- consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) potential litigation relating to the proposed transaction that could be instituted against AvalonBay, Equity Residential or their trustees, directors, managers or officers, including resulting expense or delay and the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction, including diverting the attention of AvalonBay and Equity Residential management from ongoing business operations, will harm AvalonBay’s and Equity Residential’s businesses during the pendency of the proposed transaction or otherwise; (vii) certain restrictions during the pendency of the business combination that may impact AvalonBay’s and Equity Residential’s ability to pursue certain business opportunities or strategic transactions; (viii) the possibility that the business combination may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring AvalonBay and Equity Residential to pay a termination fee; (x) the effect of the announcement of the proposed transaction on the ability of AvalonBay and Equity Residential to operate their respective businesses and retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to the market value of Equity Residential common shares to be issued in the proposed transaction; (xii) other risks related to the completion of the proposed transaction and actions related thereto; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the business combination or otherwise that could affect AvalonBay’s and Equity Residential’s financial performance; (xiv) other risks related to the completion of the proposed transaction and actions related thereto; (xv) legislative, regulatory and economic developments, including the level of new multifamily communities construction and development, government regulations and competition; (xvi) unpredictability and severity of local, regional, national and international economic, political and catastrophic climates, conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well as management’s response to any of the aforementioned factors; (xvii) changes in global financial markets, interest rates and foreign currency exchange rates; (xviii) increased or unanticipated competition affecting AvalonBay’s and Equity Residential’s properties; (xix) risks associated with acquisitions, dispositions, development and redevelopment of properties; (xx) increased costs of labor and construction material; (xxi) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and rates; (xxii) environmental uncertainties, including risks of natural disasters; (xxiii) those risks and uncertainties set forth in AvalonBay’s and Equity Residential’s Annual Reports on Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AvalonBay and Equity Residential, as the case may be, with the Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those risks that will be described in the Registration Statement and Joint Proxy Statement/Prospectus (each as defined below) that will be filed with the SEC in connection with the proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events as of the date on which the statements are made. Neither AvalonBay nor Equity Residential undertakes any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if AvalonBay’s and Equity Residential’s underlying assumptions prove to be incorrect, AvalonBay’s, Equity Residential’s and the combined company’s actual results may vary materially from what AvalonBay and Equity Residential may have expressed or implied by these forward-looking statements. AvalonBay and Equity Residential caution not to place undue reliance on any of AvalonBay’s or Equity Residential’s forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect AvalonBay or Equity Residential. No Offer or Solicitation This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Important Additional Information and Where to Find It In connection with the proposed transaction between AvalonBay and Equity Residential, Equity Residential intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of AvalonBay and Equity Residential that also constitutes a prospectus of Equity Residential (the “Joint Proxy Statement/Prospectus”). A definitive Joint Proxy Statement/Prospectus will be mailed to AvalonBay’s stockholders and Equity Residential’s shareholders seeking their respective approval of the proposed transaction and other related matters. Each of AvalonBay and Equity Residential may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other document that AvalonBay and Equity Residential (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AVALONBAY AND EQUITY RESIDENTIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when they become available) and other documents filed with the SEC by AvalonBay and Equity Residential, which contain important information, through the website maintained by the SEC at www.sec.gov. The documents filed by AvalonBay with the SEC may be obtained free of charge by accessing the “Investor” section of AvalonBay’s website at www.avalonbay.com or by writing to AvalonBay, 4040 Wilson Blvd., Suite 1000, Arlington, Virginia 22203, Attention: Corporate Secretary (Legal Department) or by email at investor_relations@avalonbay.com. The documents filed by Equity Residential with the SEC may be obtained free of charge by accessing “Filings – SEC Filings” in the “Investor” section of Equity Residential’s website at www.equityapartments.com, by writing to Equity Residential – Investor Relations, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, by telephone at 1-888- 879-6356 or by email at investorrelations@eqr.com. Participants in the Solicitation AvalonBay, Equity Residential, and certain of their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from AvalonBay’s and Equity Residential’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of AvalonBay, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in AvalonBay’s proxy statement for its 2026 Annual Meeting of Stockholders under the headings “Director Nominees,” “Transactions with Related Persons, Promoters and Certain Control Persons,” “Director Compensation,” “Director Compensation Table,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Officers, Stock Ownership and Other Information,” which was filed with the SEC on April 6, 2026, and in AvalonBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026. Information about the trustees and executive officers of Equity Residential, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equity Residential’s proxy statement for its 2026 Annual Meeting of Shareholders under the headings “Biographical Information and Qualifications of Trustees,” “Biographical Information of Executives,” “Common Share Ownership of Trustees and Executives,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Trustee Compensation,” which was filed with the SEC on April 14, 2026, and in Equity Residential’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026. To the extent holdings of AvalonBay’s securities by its directors and executive officers have changed since the amounts set forth in AvalonBay’s definitive proxy statement for its 2026 Annual meeting of Stockholders or the holdings of Equity Residential’s securities by its trustees or executive officers have changed since the amounts set forth in Equity Residential’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, such changes have been or will be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available on the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they become available before making any voting or investment decisions. Investors may obtain free copies of these documents from AvalonBay or Equity Residential using the sources indicated above. © 2026 AvalonBay Communities and Equity Residential. All rights reserved. Combined Philanthropic Contributions in 2025 ~$3.4 million Cash & In-Kind Donations ~16,600 Volunteer Hours What We Stand For AvalonBay Communities and Equity Residential have each spent more than 30 years building something that goes beyond a portfolio of apartment homes. Both companies have earned recognition as great places to live, great places to work, responsible community partners, and responsible stewards of the environment. That alignment of values is not a coincidence. It is one of the reasons this combination makes sense. Together, we will be even stronger. © 2026 AvalonBay Communities and Equity Residential. All rights reserved.Our Commitment to Affordable Housing2Housing affordability is one of the most pressing challenges facing communities across the country. Our combination creates one of the nation's leading rental apartment companies, and we believe that scale comes with both the ability and the responsibility to be part of the solution. Both AvalonBay Communities and Equity Residential have successfully created and preserved affordable housing — directly and in partnership with local community nonprofits — over our 30-year plus histories as public companies.At a Glance Our combination strengthens our ability to increase access to affordable housing. Here are our commitments.We will be positioned as one of the country’s leading developers of apartment communities, which will result in more apartment units dedicated to low- and moderate-income residents across our markets, as well as increase the competitive supply of market-rate housing.We will launch a $25 million affordable housing bridge loan facility to help nonprofit developers build new affordable apartment projects. We will deepen our investment in community- based nonprofit housing partners with new and expanded commitments across all our regions. We will further partner with mission-driven nonprofit affordable housing operators to preserve naturally occurring affordable housing that exists within our portfolio.3 Where We Stand Today We come to this work with a strong track record — and real momentum. • Approximately 30% of our communities include an affordable or mixed-income component, representing more than 7,200 affordable apartment units across our markets. • More than half of the communities we currently have under construction include a dedicated affordable or mixed-income component. • Through two preservation funds managed by Preservation Equity Fund Advisors, we have helped acquire and preserve affordable homes across six states. • We have contributed meaningfully each year in cash and in-kind support to nonprofit partners working on housing insecurity in our local markets, including programs like the Denver school teacher initiative, where we provided local educators with a full year of free housing. • We have built lasting public-private partnerships with nonprofit affordable developers in the Mid- Atlantic, California, and beyond with organizations such as True Ground Housing Partners, BRIDGE Housing, and West Hollywood Community Development Corporation. This is the foundation we are building on to further enhance affordable housing in the communities in which we operate. We Will Help Build New Affordable Homes We are putting our development expertise and capital to work where it is needed most. As part of our expanded development capacity, we are committed to continuing to develop communities that include homes dedicated to low- and moderate- income residents. By creating more housing supply, from market rate to affordable, we intend to be a meaningful part of addressing the country's need for new homes.We will launch a $25 million affordable housing bridge loan facility designed to solve one of the most persistent and overlooked barriers in affordable housing development: the gap between a project's earliest planning stages and construction financing closing. Nonprofit developers routinely invest millions in a project before a single dollar of construction financing is in place — covering consultant fees, permit costs, and other predevelopment expenses — often with little access to capital to bridge that period. The bridge loan facility is designed to fill exactly that gap. Nonprofit developers in our markets will be able to apply for loans through an open, competitive process. Loans will be repaid from the permanent capital stack at construction closing and recycled into the next project, creating a self-sustaining fund capable of supporting five to ten projects at any given time. We Will Deepen Our Investment in Community-Based Partners Local partnerships drive local impact. We will significantly expand our financial support through our corporate philanthropy program, with a focus on housing insecurity and community stability across our markets. This will include deepening our commitment to the nonprofit affordable housing developers who do this work every day. In the Mid-Atlantic, we are making a lead commitment to True Ground Housing Partners, supporting their work to create and preserve affordable homes in the Washington, D.C. region. We are expanding our affordable housing partnerships in California, building on existing relationships with organizations that share our commitment to preservation and community development. And we are actively pursuing new partnerships in each of our regions. These are long-term commitments to the communities where we live and work.4 We Will Help Preserve Affordable Housing That Already Exists Creating new affordable housing is essential, and so is protecting what already exists. Naturally occurring affordable housing, known as NOAH, represents a critical and often overlooked part of the affordable housing ecosystem. Where we have NOAH assets in our portfolio, we will identify them and seek to partner with qualified local nonprofit owner-operators for long-term preservation.By partnering with mission-driven operators, we will help ensure that these types of apartments remain affordable for the long term — not just for today's residents, but for the families who will need them years from now. This builds directly on work both of our companies have already done. It is a proven model, and we intend to expand it.4 This Is Just the Beginning We believe companies with our scale have an obligation to act and make commitments that are specific, funded, and built to last. That is our standard.5 Cautionary Statement Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry and markets in which AvalonBay Communities, Inc. (“AvalonBay”) and Equity Residential operate, as well as beliefs and assumptions of AvalonBay and Equity Residential. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address operating performance, events or developments that AvalonBay and Equity Residential expects or anticipates will occur in the future are forward-looking statements, including statements relating to any possible transaction between AvalonBay and Equity Residential, multifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where AvalonBay and Equity Residential operate and AvalonBay’s and Equity Residential’s respective debt, capital structure and financial position. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to AvalonBay’s and Equity Residential’s ability to obtain the required respective stockholder approval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction; (iii) the risk that AvalonBay’s and Equity Residential’s businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) potential litigation relating to the proposed transaction that could be instituted against AvalonBay, Equity Residential or their trustees, directors, managers or officers, including resulting expense or delay and the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction, including diverting the attention of AvalonBay and Equity Residential management from ongoing business operations, will harm AvalonBay’s and Equity Residential’s businesses during the pendency of the proposed transaction or otherwise; (vii) certain restrictions during the pendency of the business combination that may impact AvalonBay’s and Equity Residential’s ability to pursue certain business opportunities or strategic transactions; (viii) the possibility that the business combination may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring AvalonBay and Equity Residential to pay a termination fee; (x) the effect of the announcement of the proposed transaction on the ability of AvalonBay and Equity Residential to operate their respective businesses and retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to the market value of Equity Residential common shares to be issued in the proposed transaction; (xii) other risks related to the completion of the proposed transaction and actions related thereto; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the business combination or otherwise that could affect AvalonBay’s and Equity Residential’s financial performance; (xiv) other risks related to the completion of the proposed transaction and actions related thereto; (xv) legislative, regulatory and economic developments, including the level of new multifamily communities construction and development, government regulations and competition; (xvi) unpredictability and severity of local, regional, national and international economic, political and catastrophic climates, conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well as management’s response to any of the aforementioned factors; (xvii) changes in global financial markets, interest rates and foreign currency exchange rates; (xviii) increased or unanticipated competition affecting AvalonBay’s and Equity Residential’s properties; (xix) risks associated with acquisitions, dispositions, development and redevelopment of properties; (xx) increased costs of labor and construction material; (xxi) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and rates; (xxii) environmental uncertainties, including risks of natural disasters; (xxiii) those risks and uncertainties set forth in AvalonBay’s and Equity Residential’s Annual Reports on Form 10- K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AvalonBay and Equity Residential, as the case may be, with the Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those risks that will be described in the Registration Statement and Joint Proxy Statement/Prospectus (each as defined below) that will be filed with the SEC in connection with the proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events as of the date on which the statements are made. Neither AvalonBay nor Equity Residential undertakes any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if AvalonBay’s and Equity Residential’s underlying assumptions prove to be incorrect, AvalonBay’s, Equity Residential’s and the combined company’s actual results may vary materially from what AvalonBay and Equity Residential may have expressed or implied by these forward-looking statements. AvalonBay and Equity Residential caution not to place undue reliance on any of AvalonBay’s or Equity Residential’s forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect AvalonBay or Equity Residential. No Offer or Solicitation This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.56 Important Additional Information and Where to Find It In connection with the proposed transaction between AvalonBay and Equity Residential, Equity Residential intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of AvalonBay and Equity Residential that also constitutes a prospectus of Equity Residential (the “Joint Proxy Statement/Prospectus”). A definitive Joint Proxy Statement/Prospectus will be mailed to AvalonBay’s stockholders and Equity Residential’s shareholders seeking their respective approval of the proposed transaction and other related matters. Each of AvalonBay and Equity Residential may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other document that AvalonBay and Equity Residential (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AVALONBAY AND EQUITY RESIDENTIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when they become available) and other documents filed with the SEC by AvalonBay and Equity Residential, which contain important information, through the website maintained by the SEC at www.sec.gov. The documents filed by AvalonBay with the SEC may be obtained free of charge by accessing the “Investor” section of AvalonBay’s website at www.avalonbay.com or by writing to AvalonBay, 4040 Wilson Blvd., Suite 1000, Arlington, Virginia 22203, Attention: Corporate Secretary (Legal Department) or by email at investor_relations@avalonbay.com. The documents filed by Equity Residential with the SEC may be obtained free of charge by accessing “Filings – SEC Filings” in the “Investor” section of Equity Residential’s website at www.equityapartments.com, by writing to Equity Residential – Investor Relations, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, by telephone at 1-888-879-6356 or by email at investorrelations@eqr.com. Participants in the Solicitation AvalonBay, Equity Residential, and certain of their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from AvalonBay’s and Equity Residential’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of AvalonBay, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in AvalonBay’s proxy statement for its 2026 Annual Meeting of Stockholders under the headings “Director Nominees,” “Transactions with Related Persons, Promoters and Certain Control Persons,” “Director Compensation,” “Director Compensation Table,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Officers, Stock Ownership and Other Information,” which was filed with the SEC on April 6, 2026, and in AvalonBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026. Information about the trustees and executive officers of Equity Residential, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equity Residential’s proxy statement for its 2026 Annual Meeting of Shareholders under the headings “Biographical Information and Qualifications of Trustees,” “Biographical Information of Executives,” “Common Share Ownership of Trustees and Executives,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Trustee Compensation,” which was filed with the SEC on April 14, 2026, and in Equity Residential’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026. To the extent holdings of AvalonBay’s securities by its directors and executive officers have changed since the amounts set forth in AvalonBay’s definitive proxy statement for its 2026 Annual meeting of Stockholders or the holdings of Equity Residential’s securities by its trustees or executive officers have changed since the amounts set forth in Equity Residential’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, such changes have been or will be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available on the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they become available before making any voting or investment decisions. Investors may obtain free copies of these documents from AvalonBay or Equity Residential using the sources indicated above.6

     

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    11/25/2025$216.00Equal Weight → Overweight
    Barclays
    10/1/2025$205.00Neutral
    Cantor Fitzgerald
    9/29/2025Outperform → Neutral
    BNP Paribas Exane
    9/11/2025$218.00Hold → Buy
    Truist
    8/14/2025$199.00Outperform → Neutral
    Mizuho
    More analyst ratings

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    Press Releases

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    AvalonBay Communities and Equity Residential Announce Merger of Equals, Creating One of the Country's Leading Real Estate Companies

    Creating a new and fundamentally stronger company with the differentiated scale, capabilities, and balance sheet strength to enhance the resident experience, redefine leadership in rental housing, and deliver structurally superior earnings growth and value creation for shareholders. Transaction Highlights Creates the preeminent multifamily real estate company with a pro forma equity market capitalization of approximately $52 billion and an enterprise value of approximately $69 billion, with more than 180,000 rental apartments Enhances the resident experience and expands margins by scaling proven operational innovations across a larger portfolio — through technology, centralized serv

    5/21/26 6:00:00 AM ET
    $AVB
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    Real Estate Investment Trusts
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    AvalonBay Communities, Inc. Provides Q1 2026 Results, Q2 2026 Guidance, Reaffirms Full Year Core FFO and FFO Outlook, Updates EPS Outlook

    AvalonBay Communities, Inc. (NYSE:AVB) (the "Company") reported Earnings per Share – diluted ("EPS"), Funds from Operations attributable to common stockholders - diluted ("FFO") per share and Core FFO per share (as defined in this release) for the three months ended March 31, 2026 and 2025 as detailed below.     Q1 2026   Q1 2025   % Change EPS $ 2.33   $ 1.66   40.4 % FFO per share (1) $ 2.72   $ 2.78   (2.2 )% Core FFO per share (1) $ 2.83   $ 2.83   — %      

    4/27/26 4:15:00 PM ET
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    Real Estate Investment Trusts
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    AvalonBay Communities, Inc. Announces First Quarter 2026 Earnings Release Date

    AVALONBAY COMMUNITIES, INC. (NYSE:AVB) (the "Company") will release its first quarter 2026 earnings on April 27, 2026 after the market close. The Company will hold a conference call on April 28, 2026 at 1:00 PM Eastern Time (ET) to discuss its first quarter 2026 results. Live Conference Call Details Domestic: (877) 407-9716 International: (201) 493-6779 Webcast: https://investors.avalonbay.com Details for the Replay of the Conference Call Domestic: (844) 512-2921 International: (412) 317-6671 Replay Passcode: 13755579 Dates Available: Tuesday, April 28, 2026 at 6:00 PM ET through Thursday, May 28, 2026 The call will include prepared remarks by management and a question and answer

    4/6/26 4:15:00 PM ET
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    AvalonBay downgraded by Morgan Stanley with a new price target

    Morgan Stanley downgraded AvalonBay from Overweight to Equal-Weight and set a new price target of $203.00

    3/26/26 8:40:27 AM ET
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    AvalonBay downgraded by Deutsche Bank with a new price target

    Deutsche Bank downgraded AvalonBay from Buy to Hold and set a new price target of $172.00

    1/20/26 9:03:45 AM ET
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    AvalonBay downgraded by Colliers Securities with a new price target

    Colliers Securities downgraded AvalonBay from Buy to Neutral and set a new price target of $195.00

    12/4/25 8:23:59 AM ET
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    Director Swanezy Susan was granted 1,082 shares, increasing direct ownership by 7% to 15,842 units (SEC Form 4)

    4 - AVALONBAY COMMUNITIES INC (0000915912) (Issuer)

    6/1/26 9:07:56 PM ET
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    Director Lieb Richard J was granted 1,082 shares, increasing direct ownership by 12% to 9,889 units (SEC Form 4)

    4 - AVALONBAY COMMUNITIES INC (0000915912) (Issuer)

    6/1/26 9:06:18 PM ET
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    Director Mueller Charles E Jr was granted 1,082 shares, increasing direct ownership by 14% to 8,556 units (SEC Form 4)

    4 - AVALONBAY COMMUNITIES INC (0000915912) (Issuer)

    6/1/26 9:05:18 PM ET
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    SEC Form S-8 POS filed by AvalonBay Communities Inc.

    S-8 POS - AVALONBAY COMMUNITIES INC (0000915912) (Filer)

    5/22/26 4:40:48 PM ET
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    SEC Form S-8 POS filed by AvalonBay Communities Inc.

    S-8 POS - AVALONBAY COMMUNITIES INC (0000915912) (Filer)

    5/22/26 4:40:05 PM ET
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    SEC Form S-8 filed by AvalonBay Communities Inc.

    S-8 - AVALONBAY COMMUNITIES INC (0000915912) (Filer)

    5/22/26 4:38:48 PM ET
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    AvalonBay Communities, Inc. Announces Appointment of Conor C. Flynn to Board of Directors

    AVALONBAY COMMUNITIES, INC. (NYSE:AVB) (the "Company" or "AvalonBay") announced today that Conor C. Flynn has been appointed to the Board of Directors. Mr. Flynn will serve as an independent director of the Company. Mr. Flynn has been the CEO and a member of the board of directors of Kimco Realty Corporation ("Kimco") since 2016. Mr. Flynn joined Kimco in 2003 as an asset manager and has held a variety of other senior leadership roles with Kimco, including President, Chief Operating Officer, and Chief Investment Officer. Mr. Flynn holds a B.A. from Yale University and a Master's in Real Estate Development from Columbia University. Mr. Flynn is a member and past Chair of the Executive Boar

    11/10/25 4:15:00 PM ET
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    AvalonBay Communities, Inc. Announces New Executive Vice President for Portfolio and Asset Management

    AVALONBAY COMMUNITIES, INC. (NYSE:AVB) (the "Company") announced today that Pamela R. Thomas will join AvalonBay as Executive Vice President, Portfolio and Asset Management. In this newly created position, Ms. Thomas will lead the Company's portfolio and asset management organization; determine and gain alignment within the organization on key priorities for driving portfolio performance; and set capital plans across the portfolio to achieve performance objectives. "As we continue to optimize our portfolio to deliver superior growth, this is the right time to expand our executive team to provide focused leadership on portfolio and asset management and an additional voice on strategic plan

    6/5/24 4:15:00 PM ET
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    AvalonBay Communities Announces New Executive Vice President and Succession Plan for Two Finance Leaders

    AvalonBay Communities, Inc. (the "Company") (NYSE:AVB) announced today the naming of Alaine Walsh as Executive Vice President – Human Capital and Administration and the retirement and associated succession plans for two long-tenured finance officers. The Company announced that Alaine Walsh, currently the Company's Senior Vice President – Operations and Investment Services, has been promoted to Executive Vice President – Human Capital and Administration. Ms. Walsh joined AvalonBay in 1998 in the finance group and has served in a variety of financial, administrative, and operational leadership positions. Ms. Walsh will continue to report directly to Benjamin Schall, President and CEO, and w

    1/29/24 4:15:00 PM ET
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    SEC Form SC 13G/A filed by AvalonBay Communities Inc. (Amendment)

    SC 13G/A - AVALONBAY COMMUNITIES INC (0000915912) (Subject)

    2/13/24 4:59:01 PM ET
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    SEC Form SC 13G/A filed by AvalonBay Communities Inc. (Amendment)

    SC 13G/A - AVALONBAY COMMUNITIES INC (0000915912) (Subject)

    1/29/24 1:51:29 PM ET
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    SEC Form SC 13G/A filed by AvalonBay Communities Inc. (Amendment)

    SC 13G/A - AVALONBAY COMMUNITIES INC (0000915912) (Subject)

    2/9/23 11:07:44 AM ET
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    AvalonBay Communities and Equity Residential Announce Merger of Equals, Creating One of the Country's Leading Real Estate Companies

    Creating a new and fundamentally stronger company with the differentiated scale, capabilities, and balance sheet strength to enhance the resident experience, redefine leadership in rental housing, and deliver structurally superior earnings growth and value creation for shareholders. Transaction Highlights Creates the preeminent multifamily real estate company with a pro forma equity market capitalization of approximately $52 billion and an enterprise value of approximately $69 billion, with more than 180,000 rental apartments Enhances the resident experience and expands margins by scaling proven operational innovations across a larger portfolio — through technology, centralized serv

    5/21/26 6:00:00 AM ET
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    Real Estate Investment Trusts
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    AvalonBay Communities, Inc. Provides Q1 2026 Results, Q2 2026 Guidance, Reaffirms Full Year Core FFO and FFO Outlook, Updates EPS Outlook

    AvalonBay Communities, Inc. (NYSE:AVB) (the "Company") reported Earnings per Share – diluted ("EPS"), Funds from Operations attributable to common stockholders - diluted ("FFO") per share and Core FFO per share (as defined in this release) for the three months ended March 31, 2026 and 2025 as detailed below.     Q1 2026   Q1 2025   % Change EPS $ 2.33   $ 1.66   40.4 % FFO per share (1) $ 2.72   $ 2.78   (2.2 )% Core FFO per share (1) $ 2.83   $ 2.83   — %      

    4/27/26 4:15:00 PM ET
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    Real Estate Investment Trusts
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    AvalonBay Communities, Inc. Announces First Quarter 2026 Earnings Release Date

    AVALONBAY COMMUNITIES, INC. (NYSE:AVB) (the "Company") will release its first quarter 2026 earnings on April 27, 2026 after the market close. The Company will hold a conference call on April 28, 2026 at 1:00 PM Eastern Time (ET) to discuss its first quarter 2026 results. Live Conference Call Details Domestic: (877) 407-9716 International: (201) 493-6779 Webcast: https://investors.avalonbay.com Details for the Replay of the Conference Call Domestic: (844) 512-2921 International: (412) 317-6671 Replay Passcode: 13755579 Dates Available: Tuesday, April 28, 2026 at 6:00 PM ET through Thursday, May 28, 2026 The call will include prepared remarks by management and a question and answer

    4/6/26 4:15:00 PM ET
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    Real Estate Investment Trusts
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