<SEC-DOCUMENT>0001193125-26-261730.txt : 20260608
<SEC-HEADER>0001193125-26-261730.hdr.sgml : 20260608
<ACCEPTANCE-DATETIME>20260608160948
ACCESSION NUMBER:		0001193125-26-261730
CONFORMED SUBMISSION TYPE:	425
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20260608
DATE AS OF CHANGE:		20260608
GROUP MEMBERS:		ERP OPERATING LIMITED PARTNERSHIP

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AVALONBAY COMMUNITIES INC
		CENTRAL INDEX KEY:			0000915912
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		ORGANIZATION NAME:           	05 Real Estate & Construction
		EIN:				770404318
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		425
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12672
		FILM NUMBER:		261072704

	BUSINESS ADDRESS:	
		STREET 1:		4040 WILSON BOULEVARD
		STREET 2:		STE 1000
		CITY:			ARLINGTON
		STATE:			VA
		ZIP:			22203
		BUSINESS PHONE:		7033296300

	MAIL ADDRESS:	
		STREET 1:		4040 WILSON BOULEVARD
		STREET 2:		STE 1000
		CITY:			ARLINGTON
		STATE:			VA
		ZIP:			22203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AVALON BAY COMMUNITIES INC
		DATE OF NAME CHANGE:	19980618

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BAY APARTMENT COMMUNITIES INC
		DATE OF NAME CHANGE:	19931208

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EQUITY RESIDENTIAL
		CENTRAL INDEX KEY:			0000906107
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		ORGANIZATION NAME:           	05 Real Estate & Construction
		EIN:				363877868
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		425

	BUSINESS ADDRESS:	
		STREET 1:		EQUITY RESIDENTIAL
		STREET 2:		TWO NORTH RIVERSIDE PLAZA, SUITE 400
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		3129281178

	MAIL ADDRESS:	
		STREET 1:		TWO NORTH RIVERSIDE PLAZA
		STREET 2:		SUITE 400
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EQUITY RESIDENTIAL PROPERTIES TRUST
		DATE OF NAME CHANGE:	19930524
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Filed by Equity Residential </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>ERP Operating Limited Partnership </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>(Commission File Nos.: <FONT STYLE="white-space:nowrap">001-12252</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><FONT STYLE="white-space:nowrap">000-24920)</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Pursuant to Rule 425 under the Securities Act of 1933, as amended </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>and deemed filed pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>under the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Subject Company: AvalonBay Communities, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>(Commission File No.: <FONT STYLE="white-space:nowrap">001-12672)</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Date: June&nbsp;8, 2026 </B></P> <P STYLE="font-size:0pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June&nbsp;8, 2026, Mark Parrell, President and Chief Executive Officer of Equity Residential, sent the
below email to employees of Equity Residential. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Privileged and Confidential - Do Not Forward Outside of Equity Residential </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Team, </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Today, we announced the executive leadership team
that will guide the new company following the close of our merger with AvalonBay. As part of that announcement, three Equity Residential leaders who have helped shape our company will not be joining the executive team of the combined company:
Catherine Carraway, Bob Garechana, and Bret McLeod. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>First, a Thank You </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I want to begin by thanking Catherine, Bob, and Bret, who have each played important roles in Equity Residential&#8217;s success. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">During her 25 years with Equity Residential, Catherine has been a champion for our people and culture, helping build the strong, values-driven organization we
know today. Bob&#8217;s <FONT STYLE="white-space:nowrap">20-year</FONT> career here has spanned both Finance and Investments, where he helped guide the company through multiple chapters of growth and change. And over the past year, Bret has provided
thoughtful financial leadership during one of the most significant periods in our company&#8217;s history. Together, they have shaped the culture, performance, and reputation that make Equity Residential special. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">While all three will continue serving in their roles through the close of the merger, I want to personally thank them for everything they&#8217;ve done for
our company. Many of you have worked closely with them over the years, and I hope you&#8217;ll join me in expressing our appreciation for their leadership and service. We look forward to celebrating these departing leaders&#8217; contributions in a
more personal way later this summer. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Second, Moving Forward at the Combined Company </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I&#8217;m proud that Michael Manelis and Scott Fenster will serve on the combined company&#8217;s executive team, bringing their deep experience and
leadership. Michael will serve as the Chief Operating Officer, as he does at Equity Residential today, with responsibility for property operations, including leasing, maintenance, and engineering; technology; centralized services; and revenue
management and marketing. Scott will serve in the same role at the combined company as he has now - General Counsel - with responsibility for all legal matters and regulatory affairs. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Please note that today&#8217;s announcement relates only to executive leadership positions. There will be
many other important leadership and contributor roles across the organization, and Equity Residential employees will be a material part of the combined company&#8217;s team and future success. The new company will be stronger because of the people,
ideas, capabilities, and cultures that both companies contribute. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Looking Ahead </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As we continue moving through this process, we remain committed to communicating openly, sharing information as decisions are made, and being clear when
answers are still being worked through.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To help continue that conversation, we will hold an Equity Residential Town Hall on Thursday, June&nbsp;11, at
11:00 a.m. Central Time, from the Chicago office, which will be live-streamed for all employees nationwide. Ben Schall, the new executive team (from both Equity Residential and AvalonBay), and I will all be there. It will be an opportunity to hear
directly from the leaders who will guide the next chapter of our company, ask questions, and have a candid conversation about what today&#8217;s announcement means and what comes next. I hope you&#8217;ll join us in person at 2N or on the screen
across the country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I have never been more proud of our company or the people who make it special. While there is still important work ahead and
questions that remain, I am confident in the future we are building together and the role our people will play in shaping it. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Thank you for continuing to
serve our residents, support one another, and represent Equity Residential with professionalism and pride. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mark </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Cautionary Statement Regarding Forward-Looking Statements </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This communication contains &#8220;forward-looking statements&#8221; within the meaning of Section&nbsp;27A of the Securities Act of 1933, as amended (the
&#8220;Securities Act&#8221;), and Section&nbsp;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 Equity Residential and AvalonBay
Communities, Inc. (&#8220;AvalonBay&#8221;) operate, as well as beliefs and assumptions of Equity Residential and AvalonBay. Words such as &#8220;anticipate,&#8221; &#8220;become,&#8221; &#8220;believe,&#8221; &#8220;could,&#8221;
&#8220;estimate,&#8221; &#8220;expect,&#8221; &#8220;forecast,&#8221; &#8220;intend,&#8221; &#8220;may,&#8221; &#8220;outlook,&#8221; &#8220;plan,&#8221; &#8220;potential,&#8221; &#8220;possible,&#8221; &#8220;predict,&#8221; &#8220;project,&#8221;
&#8220;target,&#8221; &#8220;seek,&#8221; &#8220;shall,&#8221; &#8220;should,&#8221; &#8220;will,&#8221; or &#8220;would,&#8221; 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 Equity Residential or AvalonBay expects or anticipates will occur in the future are forward-looking statements, including statements relating to any possible transaction
between Equity Residential and AvalonBay, multifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where Equity Residential and AvalonBay operate and Equity
Residential&#8217;s and AvalonBay&#8217;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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)&nbsp;the parties&#8217; ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to Equity Residential&#8217;s and AvalonBay&#8217;s
ability to obtain the required respective shareholder approval, and the parties&#8217; ability to satisfy the other conditions to consummating the proposed transaction; (ii)&nbsp;the inability to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the proposed transaction; (iii)&nbsp;the risk that Equity Residential&#8217;s and AvalonBay&#8217;s businesses </P>
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will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (iv)&nbsp;significant transaction costs and/or unknown or inestimable
liabilities; (v)&nbsp;potential litigation relating to the proposed transaction that could be instituted against Equity Residential, AvalonBay or their trustees, directors, managers or officers, including resulting expense or delay and the effects
of any outcomes related thereto; (vi)&nbsp;the risk that disruptions from the proposed transaction, including diverting the attention of Equity Residential and AvalonBay management from ongoing business operations, will harm Equity
Residential&#8217;s and AvalonBay&#8217;s businesses during the pendency of the proposed transaction or otherwise; (vii)&nbsp;certain restrictions during the pendency of the business combination that may impact Equity Residential&#8217;s and
AvalonBay&#8217;s ability to pursue certain business opportunities or strategic transactions; (viii)&nbsp;the possibility that the business combination may be more expensive to complete than anticipated, including as a result of unexpected factors
or events; (ix)&nbsp;the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring Equity Residential or AvalonBay to pay a termination fee;
(x)&nbsp;the effect of the announcement of the proposed transaction on the ability of Equity Residential and AvalonBay to operate their respective businesses and retain and hire key personnel, and to maintain favorable business relationships;
(xi)&nbsp;risks related to the market value of Equity Residential common shares to be issued in the proposed transaction; (xii)&nbsp;other risks related to the completion of the proposed transaction and actions related thereto; (xiii)&nbsp;potential
business uncertainty, including changes to existing business relationships, during the pendency of the business combination or otherwise that could affect Equity Residential&#8217;s or AvalonBay&#8217;s financial performance; (xiv)&nbsp;other risks
related to the completion of the proposed transaction and actions related thereto; (xv)&nbsp;legislative, regulatory and economic developments, including the level of new multifamily communities construction and development, government regulations
and competition; (xvi)&nbsp;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&#8217;s response to any of the aforementioned factors; (xvii)&nbsp;changes in global financial markets, interest rates and foreign currency exchange rates; (xviii)&nbsp;increased or unanticipated
competition affecting Equity Residential&#8217;s and AvalonBay&#8217;s properties; (xix)&nbsp;risks associated with acquisitions, dispositions, development and redevelopment of properties; (xx)&nbsp;increased costs of labor and construction
material; (xxi)&nbsp;maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xxii)&nbsp;environmental uncertainties, including risks of natural disasters; (xxiii)&nbsp;those risks and
uncertainties set forth in Equity Residential&#8217;s and AvalonBay&#8217;s Annual Reports on Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the year ended December&nbsp;31, 2025 under the headings &#8220;Forward-Looking Statements&#8221; and
&#8220;Risk Factors,&#8221; as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Equity Residential or AvalonBay, as the case may be, with the Securities and Exchange Commission (the
&#8220;SEC&#8221;) from time to time, which are available via the SEC&#8217;s website at www.sec.gov; and (xxiv)&nbsp;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 Equity Residential nor AvalonBay 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 Equity Residential&#8217;s and AvalonBay&#8217;s underlying assumptions prove to be incorrect, Equity Residential&#8217;s, AvalonBay&#8217;s and the combined company&#8217;s actual results
may vary materially from what Equity Residential or AvalonBay may have expressed or implied by these forward-looking statements. Equity Residential and AvalonBay caution not to place undue reliance on any of Equity Residential&#8217;s or
AvalonBay&#8217;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 Equity Residential or AvalonBay. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>No Offer or Solicitation </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&nbsp;10 of the Securities Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Important Additional Information and Where to Find It </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the proposed transaction between Equity Residential and AvalonBay, Equity Residential intends to file with the SEC a registration statement
on Form <FONT STYLE="white-space:nowrap">S-4</FONT> (the &#8220;Registration Statement&#8221;) that will include a joint proxy statement of Equity Residential and AvalonBay that also constitutes a prospectus of Equity Residential (the &#8220;Joint
Proxy Statement/Prospectus&#8221;). A definitive Joint Proxy Statement/Prospectus will be mailed to Equity Residential&#8217;s shareholders and AvalonBay&#8217;s stockholders seeking their respective approval of the proposed transaction and other
related matters. Each of Equity Residential and AvalonBay 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 Equity Residential or AvalonBay (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 EQUITY RESIDENTIAL AND
AVALONBAY 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 Equity Residential and AvalonBay, which contain important information, through the website maintained by the SEC at
www.sec.gov. The documents filed by Equity Residential with the SEC may be obtained free of charge by accessing &#8220;Filings &#8211; SEC Filings&#8221; in the &#8220;Investor&#8221; section of Equity Residential&#8217;s website at
www.equityapartments.com, by writing to Equity Residential &#8211; Investor Relations, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, by telephone at <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">1-888-879-6356</FONT></FONT></FONT> or by email at investorrelations@eqr.com. The documents filed by AvalonBay with the SEC may be obtained free of charge by accessing the &#8220;Investors&#8221; section of
AvalonBay&#8217;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. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Participants in the Solicitation </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Residential,
AvalonBay, and certain of their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from Equity Residential&#8217;s and AvalonBay&#8217;s shareholders 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&#8217;s proxy statement for its 2026 Annual
Meeting of Stockholders under the headings &#8220;Director Nominees,&#8221; &#8220;Transactions with Related Persons, Promoters and Certain Control Persons,&#8221; &#8220;Director Compensation,&#8221; &#8220;Director Compensation Table,&#8221;
&#8220;Compensation Discussion and Analysis,&#8221; &#8220;Executive Compensation Tables&#8221; and &#8220;Officers, Stock Ownership and Other Information,&#8221; which was filed with the SEC on <A HREF="http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/915912/000110465926039943/avb-20250520xdef14a.htm">April&nbsp;6,&nbsp;2026</A>, and in AvalonBay&#8217;s Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K&nbsp;for</FONT> the fiscal year ended December&nbsp;
31, 2025, which was filed with the SEC on <A HREF="http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/915912/000091591226000004/avb-20251231.htm">February&nbsp;27,&nbsp;2026</A>. 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&#8217;s proxy statement for its 2026 Annual Meeting of Shareholders under the
headings &#8220;Biographical Information and Qualifications of Trustees,&#8221; &#8220;Biographical Information of Executives,&#8221; &#8220;Common Share Ownership of Trustees and Executives,&#8221; &#8220;Compensation Discussion and
Analysis,&#8221; &#8220;Executive Compensation&#8221; and &#8220;Trustee Compensation,&#8221; which was filed with the SEC on <A HREF="http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/906107/000119312526155007/eqr-20260410.htm">April&nbsp;14,&nbsp;2026</A>, and in Equity Residential&#8217;s Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K&nbsp;for</FONT> the fiscal year ended December&nbsp;
31, 2025, which was filed with the SEC on <A HREF="http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/906107/000119312526051433/eqr-20251231.htm">February&nbsp;13,&nbsp;2026</A>. To the extent holdings of Equity
Residential&#8217;s securities by its trustees or executive officers have changed since the amounts set forth in Equity Residential&#8217;s definitive proxy statement for its 2026 Annual Meeting of Shareholders or the holdings of AvalonBay&#8217;s
securities by its directors or executive officers have changed since the amounts set forth in AvalonBay&#8217;s definitive proxy statement for its 2026 Annual Meeting of Stockholders, 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&#8217;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 Equity Residential or AvalonBay using the sources indicated above. </P>
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