{"url_path":"/sec/avb/8-k/2026-06-08/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":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/915912/0001104659-26-071367-index.html","accession_number":"0001104659-26-071367","cik":"0000915912","ticker":"AVB","issuer_name":"AVALONBAY COMMUNITIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/915912/0001104659-26-071367-index.html","primary_entity_key":"0000915912","primary_entity_name":"AVALONBAY COMMUNITIES INC"},"word_count":2109,"has_tables":true,"body_markdown":"**Item 9.01****Financial Statements and Exhibits.**\n\n \n\n**(d) Exhibits**\n\n \n\n**Exhibit No.**\n \n**Description**\n\n[99.1](tm2617115d1_ex99-1.htm)\n \n[Joint Press Release, dated June 8, 2026.](tm2617115d1_ex99-1.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n** **\n\nThis\ncommunication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,\nas amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, which are based\non current expectations, estimates and projections about the industry and markets in which AvalonBay Communities, Inc. (“AvalonBay”)\nand Equity Residential operate, as well as beliefs and assumptions of AvalonBay and Equity Residential. Words such as “anticipate,”\n“become,” “believe,” “could,” “estimate,” “expect,” “forecast,”\n“intend,” “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\nthat address operating performance, events or developments that AvalonBay and Equity Residential expects or anticipates will occur in\nthe future are forward-looking statements, including statements relating to any possible transaction between AvalonBay and Equity Residential,\nmultifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas\nwhere AvalonBay and Equity Residential operate and AvalonBay’s and Equity Residential’s respective debt, capital structure\nand financial position. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks,\nuncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from\nfuture results expressed or implied by such forward-looking statements.\n\n \n\n \n\n \n\nImportant\nfactors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include\nbut are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated\ntimeline, or at all, including risks and uncertainties related to AvalonBay’s and Equity Residential’s ability to obtain\nthe required respective stockholder approval, and the parties’ ability to satisfy the other conditions to consummating the proposed\ntransaction; (ii) the inability to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing\nthe proposed transaction; (iii) the risk that AvalonBay’s and Equity Residential’s businesses will not be integrated successfully\nor that such integration may be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown\nor inestimable liabilities; (v) potential litigation relating to the proposed transaction that could be instituted against AvalonBay,\nEquity Residential or their trustees, directors, managers or officers, including resulting expense or delay and the effects of any outcomes\nrelated thereto; (vi) the risk that disruptions from the proposed transaction, including diverting the attention of AvalonBay and\nEquity Residential management from ongoing business operations, will harm AvalonBay’s and Equity Residential’s businesses\nduring the pendency of the proposed transaction or otherwise; (vii) certain restrictions during the pendency of the business combination\nthat may impact AvalonBay’s and Equity Residential’s ability to pursue certain business opportunities or strategic transactions;\n(viii) the possibility that the business combination may be more expensive to complete than anticipated, including as a result of\nunexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of\nthe merger agreement, including in circumstances requiring AvalonBay and Equity Residential to pay a termination fee; (x) the effect\nof the announcement of the proposed transaction on the ability of AvalonBay and Equity Residential to operate their respective businesses\nand retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to the market value of Equity\nResidential common shares to be issued in the proposed transaction; (xii) other risks related to the completion of the proposed transaction\nand actions related thereto; (xiii) potential business uncertainty, including changes to existing business relationships, during\nthe pendency of the business combination or otherwise that could affect AvalonBay’s and Equity Residential’s financial performance;\n(xiv) other risks related to the completion of the proposed transaction and actions related thereto; (xv) legislative, regulatory\nand economic developments, including the level of new multifamily communities construction and development, government regulations and\ncompetition; (xvi) unpredictability and severity of local, regional, national and international economic, political and catastrophic\nclimates, conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well\nas management’s response to any of the aforementioned factors; (xvii) changes in global financial markets, interest rates and foreign\ncurrency exchange rates; (xviii) increased or unanticipated competition affecting AvalonBay’s and Equity Residential’s properties;\n(xix) risks associated with acquisitions, dispositions, development and redevelopment of properties; (xx) increased costs of labor and\nconstruction material; (xxi) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and\nrates; (xxii) environmental uncertainties, including risks of natural disasters; (xxiii) those risks and uncertainties set forth in AvalonBay’s\nand Equity Residential’s Annual Reports on Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking\nStatements” and “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by\nother reports filed by AvalonBay and Equity Residential, as the case may be, with the Securities and Exchange Commission (the “SEC”)\nfrom 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\nRegistration Statement and Joint Proxy Statement/Prospectus (each as defined below) that will be filed with the SEC in connection with\nthe proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction will\nbe completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive\nand should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events as of the\ndate on which the statements are made. Neither AvalonBay nor Equity Residential undertakes any obligation to publicly update or review\nany forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If\none or more of these or other risks or uncertainties materialize, or if AvalonBay’s and Equity Residential’s underlying assumptions\nprove to be incorrect, AvalonBay’s, Equity Residential’s and the combined company’s actual results may vary materially\nfrom what AvalonBay and Equity Residential may have expressed or implied by these forward-looking statements. AvalonBay and Equity Residential\ncaution not to place undue reliance on any of AvalonBay’s or Equity Residential’s forward-looking statements. Furthermore,\nnew risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect AvalonBay\nor Equity Residential.\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 \n\n \n\n**Important Additional Information and Where to Find It**\n\n** **\n\nIn\nconnection with the proposed transaction between AvalonBay and Equity Residential, Equity Residential intends to file with the SEC a registration\nstatement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of AvalonBay and Equity Residential\nthat also constitutes a prospectus of Equity Residential (the “Joint Proxy Statement/Prospectus”). A definitive Joint Proxy\nStatement/Prospectus will be mailed to AvalonBay’s stockholders and Equity Residential’s shareholders seeking their\nrespective approval of the proposed transaction and other related matters. Each of AvalonBay and Equity Residential may also file other\nrelevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement,\nJoint Proxy Statement/Prospectus or any other document that AvalonBay and Equity Residential (as applicable) may file with the SEC in\nconnection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AVALONBAY\nAND EQUITY RESIDENTIAL 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**Participants in the Solicitation**\n\n** **\n\nAvalonBay,\nEquity Residential, and certain of their respective trustees, directors and executive officers may be deemed to be participants in the\nsolicitation of proxies from AvalonBay’s and Equity Residential’s stockholders in respect of the proposed transaction. Information\nabout the directors and executive officers of AvalonBay, including a description of their direct or indirect interests, by security holdings\nor otherwise, is set forth in AvalonBay’s proxy statement for its 2026 Annual Meeting of Stockholders under the headings “Director\nNominees,” “Transactions with Related Persons, Promoters and Certain Control Persons,” “Director Compensation,”\n“Director Compensation Table,” “Compensation Discussion and Analysis,” “Executive Compensation Tables”\nand “Officers, Stock Ownership and Other Information,” which was filed with the SEC on [April 6, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/915912/000110465926039943/avb-20250520xdef14a.htm),\nand in AvalonBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the\nSEC on [February 27, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/915912/000091591226000004/avb-20251231.htm).\nInformation about the trustees and executive officers of Equity Residential, including a description of their direct or indirect interests,\nby security holdings or otherwise, is set forth in Equity Residential’s proxy statement for its 2026 Annual Meeting of Shareholders\nunder the headings “Biographical Information and Qualifications of Trustees,” “Biographical Information of Executives,”\n“Common Share Ownership of Trustees and Executives,” “Compensation Discussion and Analysis,” “Executive\nCompensation” and “Trustee Compensation,” which was filed with the SEC on [April 14, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/906107/000119312526155007/eqr-20260410.htm),\nand in Equity Residential’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed\nwith the SEC on [February 13, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/906107/000119312526051433/eqr-20251231.htm).\nTo the extent holdings of AvalonBay’s securities by its directors and executive officers have changed since the amounts set forth\nin AvalonBay’s definitive proxy statement for its 2026 Annual meeting of Stockholders or the holdings of Equity Residential’s\nsecurities by its trustees or executive officers have changed since the amounts set forth in Equity Residential’s definitive proxy\nstatement for its 2026 Annual Meeting of Shareholders, such changes have been or will be reflected on an Initial Statement of Beneficial\nOwnership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial\nOwnership on Form 5, in each case filed with the SEC and available on the SEC’s website at www.sec.gov. Other information regarding\nthe participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,\nwill be contained in the Registration Statement, the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the\nSEC regarding the proposed transaction when such materials become available. Investors and security holders should read the Registration\nStatement and the Joint Proxy Statement/Prospectus carefully when they become available before making any voting or investment decisions.\nInvestors may obtain free copies of these documents from AvalonBay 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: June 8, 2026\nBy:\n/s/ Kevin P. O’Shea\n\n \n \nKevin P. O’Shea\n\n \n \nChief Financial Officer"}