{"url_path":"/sec/avb/8-k/2026-05-21/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/915912/0001104659-26-064781-index.html","accession_number":"0001104659-26-064781","cik":"0000915912","ticker":"AVB","issuer_name":"AVALONBAY COMMUNITIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/915912/0001104659-26-064781-index.html","primary_entity_key":"0000915912","primary_entity_name":"AVALONBAY COMMUNITIES INC"},"word_count":2197,"has_tables":true,"body_markdown":"Item 9.01Financial Statements and Exhibits.\n\n \n\n**(d) Exhibits**\n\n \n\n**Exhibit\nNo.**\n\n \n\n**Description**\n\n[2.1](tm2615292d1_ex2-1.htm)\n \n[Agreement and Plan of Merger, dated as of May 20, 2026, by and among AvalonBay Communities, Inc., Equity Residential, ERP Operating Limited Partnership and Canopy Merger Sub LLC.*](tm2615292d1_ex2-1.htm)\n\n[99.1](tm2615292d1_ex99-1.htm)\n \n[Joint Press Release, dated May 21, 2026.](tm2615292d1_ex99-1.htm)\n\n[99.2](tm2615292d1_ex99-2.htm)\n \n[Joint Investor Presentation, dated May 21, 2026.](tm2615292d1_ex99-2.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n** **\n\n* Schedules and exhibits have been omitted pursuant to Instruction\n4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. AvalonBay agrees to furnish supplementally a copy of such schedules\nand exhibits, or any section thereof, to the Securities and Exchange Commission (the “SEC”) upon request; provided, however,\nthat AvalonBay may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis communication contains “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act Securities Act, and Section 21E of the Exchange Act,\nwhich are based on current expectations, estimates and projections about the industry and markets in which AvalonBay and Equity Residential\noperate, as well as beliefs and assumptions of AvalonBay and Equity Residential. Words such as “anticipate,” “become,”\n“believe,” “could,” “estimate,” “expect,” “forecast,” “intend,”\n“may,” “outlook,” “plan,” “potential,” “possible,” “predict,”\n“project,” “target,” “seek,” “shall,” “should,” “will,” or “would,”\nincluding variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address\noperating performance, events or developments that AvalonBay and Equity Residential expects or anticipates will occur in the future are\nforward-looking statements, including statements relating to any possible transaction between AvalonBay and Equity Residential, multifamily\nmarket conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where AvalonBay\nand Equity Residential operate and AvalonBay’s and Equity Residential’s respective debt, capital structure and financial position.\nSuch forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions\nand other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or\nimplied by such forward-looking statements.\n\n \n\nImportant factors, risks and uncertainties that\ncould cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the\nparties’ ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including\nrisks and uncertainties related to AvalonBay’s and Equity Residential’s ability to obtain the required respective stockholder\napproval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability\nto realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction;\n(iii) the risk that AvalonBay’s and Equity Residential’s businesses will not be integrated successfully or that such integration\nmay be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable liabilities;\n(v) potential litigation relating to the proposed transaction that could be instituted against AvalonBay, Equity Residential or their\ntrustees, directors, managers or officers, including resulting expense or delay and the effects of any outcomes related thereto; (vi) the\nrisk that disruptions from the proposed transaction, including diverting the attention of AvalonBay and Equity Residential management\nfrom ongoing business operations, will harm AvalonBay’s and Equity Residential’s businesses during the pendency of the proposed\ntransaction or otherwise; (vii) certain restrictions during the pendency of the business combination that may impact AvalonBay’s\nand Equity Residential’s ability to pursue certain business opportunities or strategic transactions; (viii) the possibility\nthat the business combination may be more expensive to complete than anticipated, including as a result of unexpected factors or events;\n(ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including\nin circumstances requiring AvalonBay and Equity Residential to pay a termination fee; (x) the effect of the announcement of the proposed\ntransaction on the ability of AvalonBay and Equity Residential to operate their respective businesses and retain and hire key personnel,\nand to maintain favorable business relationships; (xi) risks related to the market value of Equity Residential Common Shares to be issued\nin the proposed transaction; (xii) other risks related to the completion of the proposed transaction and actions related thereto; (xiii) potential\nbusiness uncertainty, including changes to existing business relationships, during the pendency of the business combination or otherwise\nthat could affect AvalonBay’s and Equity Residential’s financial performance; (xiv) other risks related to the completion\nof the proposed transaction and actions related thereto; (xv) legislative, regulatory and economic developments, including the level\nof new multifamily communities construction and development, government regulations and competition; (xvi) unpredictability and severity\nof local, regional, national and international economic, political and catastrophic climates, conditions and events, including but not\nlimited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well as management’s response to any of the aforementioned\nfactors; (xvii) changes in global financial markets, interest rates and foreign currency exchange rates; (xviii) increased or unanticipated\ncompetition affecting AvalonBay’s and Equity Residential’s properties; (xix) risks associated with acquisitions, dispositions,\ndevelopment and redevelopment of properties; (xx) increased costs of labor and construction material; (xxi) maintenance of real estate\ninvestment trust status, tax structuring and changes in income tax laws and rates; (xxii) environmental uncertainties, including risks\nof natural disasters; (xxiii) those risks and uncertainties set forth in AvalonBay’s and Equity Residential’s Annual Reports\non Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Risk Factors,”\nas such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AvalonBay and Equity Residential,\nas the case may be, with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those risks\nthat will be described in the Registration Statement and Joint Proxy Statement/Prospectus (each as defined below) that will be filed with\nthe SEC in connection with the proposed transaction and available from the sources indicated below. There can be no assurance that the\nproposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should\nnot be construed as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements\nrelate only to events as of the date on which the statements are made. Neither AvalonBay nor Equity Residential undertakes any obligation\nto publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments\nor otherwise. If one or more of these or other risks or uncertainties materialize, or if AvalonBay’s and Equity Residential’s\nunderlying assumptions prove to be incorrect, AvalonBay’s, Equity Residential’s and the combined company’s actual results\nmay vary materially from what AvalonBay and Equity Residential may have expressed or implied by these forward-looking statements. AvalonBay\nand Equity Residential caution not to place undue reliance on any of AvalonBay’s or Equity Residential’s forward-looking statements.\nFurthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may\naffect AvalonBay or Equity Residential.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis communication is for informational purposes\nonly 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\nan offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities\nin any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section\n10 of the Securities Act.\n\n** **\n\n**Important Additional Information and Where\nto Find It**\n\n \n\nIn connection with the proposed transaction between\nAvalonBay and Equity Residential, Equity Residential intends to file with the SEC a registration statement on Form S-4 (the “Registration\nStatement”) that will include a joint proxy statement of AvalonBay and Equity Residential that also constitutes a prospectus of\nEquity Residential (the “Joint Proxy Statement/Prospectus”). A definitive Joint Proxy Statement/Prospectus will be mailed\nto AvalonBay’s stockholders and Equity Residential’s shareholders seeking their respective approval of the proposed transaction\nand other related matters. Each of AvalonBay and Equity Residential may also file other relevant documents with the SEC regarding the\nproposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other\ndocument that AvalonBay and Equity Residential (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE\nMAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AVALONBAY AND Equity\nResidential ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS\nAND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS\nWHEN THEY BECOME AVAILABLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\nInvestors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus\n(when they become available) and other documents filed with the SEC by AvalonBay and Equity Residential, which contain important information,\nthrough the website maintained by the SEC at www.sec.gov. The documents filed by AvalonBay with the SEC may be obtained free of charge\nby accessing the “Investor” section of AvalonBay’s website at www.avalonbay.com or by writing to AvalonBay, 4040 Wilson\nBlvd., Suite 1000, Arlington, Virginia 22203, Attention: Corporate Secretary (Legal Department) or by email at investor_relations@avalonbay.com.\nThe documents filed by Equity Residential with the SEC may be obtained free of charge by accessing “Filings – SEC Filings”\nin the “Investor” section of Equity Residential’s website at www.equityapartments.com, by writing to Equity Residential\n– Investor Relations, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, by telephone at 1-888-879-6356 or by email\nat investorrelations@eqr.com.\n\n \n\n \n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nAvalonBay, Equity Residential, and certain of\ntheir respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from AvalonBay’s\nand Equity Residential’s stockholders in respect of the proposed transaction. Information about the directors and executive officers\nof AvalonBay, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in AvalonBay’s\nproxy statement for its 2026 Annual Meeting of Stockholders under the headings “Director Nominees,” “Transactions with\nRelated Persons, Promoters and Certain Control Persons,” “Director Compensation,” “Director Compensation Table,”\n“Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Officers, Stock Ownership and\nOther Information,” which was filed with the SEC on April 6, 2026, and in AvalonBay’s Annual Report on Form 10-K for\nthe fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026. Information about the trustees\nand executive officers of Equity Residential, including a description of their direct or indirect interests, by security holdings or otherwise,\nis set forth in Equity Residential’s proxy statement for its 2026 Annual Meeting of Shareholders under the headings “Biographical\nInformation and Qualifications of Trustees,” “Biographical Information of Executives,” “Common Share Ownership\nof Trustees and Executives,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Trustee\nCompensation,” which was filed with the SEC on April 14, 2026, and in Equity Residential’s Annual Report on Form 10-K for\nthe fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026. To the extent holdings of AvalonBay’s\nsecurities by its directors and executive officers have changed since the amounts set forth in AvalonBay’s definitive proxy statement\nfor its 2026 Annual Meeting of Stockholders or the holdings of Equity Residential’s securities by its trustees or executive officers\nhave changed since the amounts set forth in Equity Residential’s definitive proxy statement for its 2026 Annual Meeting of Shareholders,\nsuch changes have been or will be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes\nin Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and\navailable on the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description\nof their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Joint\nProxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials\nbecome available. Investors and security holders should read the Registration Statement and the Joint Proxy Statement/Prospectus carefully\nwhen they become available before making any voting or investment decisions. Investors may obtain free copies of these documents from\nAvalonBay or Equity Residential using the sources indicated above.\n\n \n\n \n\n \n\n \n\nSIGNATURE\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nAVALONBAY COMMUNITIES, INC.\n\n \n \n \n\nDated: May 21, 2026\nBy:\n/s/ Kevin P. O’Shea\n\n \n \nKevin P. O’Shea\n\n \n \nChief Financial Officer"}