Avalonbay Communities Inc 8-K Filing

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Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AVB New York Stock Exchan
• $400,000,000 — ing (the "Offering") of an aggregate of $400,000,000 principal amount of its 4.350% Senior N
• $396.5 million — e by the Company, will be approximately $396.5 million. The Company intends to use the net pr
• $1,000,000,000 — m amount outstanding at any one time of $1,000,000,000, land acquisitions, the development and

Filing Documents

• tm2532421d1_8k.htm (8-K) — 30KB
• tm2532421d1_ex1-1.htm (EX-1.1) — 207KB
• tm2532421d1_ex4-2.htm (EX-4.2) — 77KB
• tm2532421d1_ex5-1.htm (EX-5.1) — 17KB
• tm2532421d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-117327.txt ( ) — 566KB
• avb-20251201.xsd (EX-101.SCH) — 3KB
• avb-20251201_lab.xml (EX-101.LAB) — 33KB
• avb-20251201_pre.xml (EX-101.PRE) — 22KB
• tm2532421d1_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On December 1, 2025, AvalonBay Communities, Inc. (the "Company") closed the public offering (the "Offering") of an aggregate of $400,000,000 principal amount of its 4.350% Senior Notes due 2030 (the "Notes"). The Offering was made pursuant to a prospectus supplement dated November 19, 2025 and a base prospectus dated February 23, 2024 relating to the Company's registration statement on Form S-3 (File No. 333-277313) (the "Registration Statement"). In connection with the Offering of the Notes, the Company entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The Notes bear interest from December 1, 2025, with interest on the Notes payable semi-annually on June 1 and December 1, beginning on June 1, 2026. The Notes will mature on December 1, 2030 unless the Company redeems them earlier. The terms of the Notes are governed by an Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") (the "Base Indenture"), dated as of February 23, 2024, as supplemented by the Third Supplemental Indenture between the Company and the Trustee, dated as of December 1, 2025 (the "Third Supplemental Indenture"). The Company estimates that the net proceeds from the sale of the Notes, after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $396.5 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, which may include the repurchase of outstanding shares of the Company's common stock pursuant to the Company's stock repurchase program, repayment of outstanding indebtedness unde

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated as of November 19, 2025, by and among the Company and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (filed herewith) 4.1 Indenture for Debt Securities, dated as of February 23, 2024, between the Company and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to Form 10-K of the Company filed February 23, 2024) 4.2 Third Supplemental Indenture, dated as of December 1, 2025, between the Company and U.S. Bank Trust Company, National Association (filed herewith) 4.3 Form of 4.350% Senior Notes due 2030 (attached as Exhibit A to the Third Supplemental Indenture filed as Exhibit 4.2 hereto) 5.1 Opinion of Goodwin Procter LLP (filed herewith) 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVALONBAY COMMUNITIES, INC. Dated: December 1, 2025 By: /s/ Kevin P. O'Shea Kevin P. O'Shea Chief Financial Officer

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