AvalonBay and Equity Residential agree to all-stock merger; AVB holders get 2.793 EQR shares

AVALONBAY COMMUNITIES INC

Each AvalonBay share converts to 2.793 Equity Residential common shares; combined co will have new name.
Board of 14: 7 from each company; Stephen Sterrett Chairman, Benjamin Schall CEO of combined entity.
Termination fees: AVB pays ~$1.070B, EQR pays ~$1.005B under certain conditions.
Dividends capped during pendency: AVB $1.78/quarter, EQR $0.7025/quarter; must maintain REIT status.
Closing expected by May 20, 2027, subject to stockholder approvals, tax opinions, and other conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AVALONBAY COMMUNITIES INC entered into Agreement and Plan of Merger with Equity Residential, ERP Operating Limited Partnership, Canopy Merger Sub LLC (effective 2026-05-20).

Action: entry
Agreement: merger
Counterparty: Equity Residential, ERP Operating Limited Partnership, Canopy Merger Sub LLC
Effective: 2026-05-20

Exact text from the filing

On May 20, 2026, AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), Equity Residential, a Maryland real estate investment trust (“Equity Residential”), ERP Operating Limited Partnership, an Illinois limited partnership (the “ERP Operating Partnership”), and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

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AVALONBAY COMMUNITIES INC filing history →

Source: SEC EDGAR

accession 0001104659-26-064781

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