Item 8.01 Other Events.
On January 17, 2023, AvalonBay Communities, Inc. (the “Company”)
entered into 15 separate amended and restated sales agency financing agreements, each dated January 17, 2023 (individually, a “Sales
Agency Financing Agreement” and, collectively, the “Sales Agency Financing Agreements”) with each of J.P. Morgan Securities
LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Goldman Sachs
& Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA)
Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (and, in certain cases, their respective affiliates)
(collectively, the “Sales Agents”) and, as applicable, the relevant Forward Purchasers (as defined below), pursuant to which
the Company may offer and sell shares of its common stock, par value $0.01 per share (the “Common Stock”).
The Sales Agency Financing Agreements amend and restate the original
sales agency financing agreements that the Company entered into with certain of the Sales Agents on May 6, 2019 (the “Original Sales
Agency Financing Agreements”) to, among other things, include BNP Paribas Securities Corp., Mizuho Securities USA LLC and Scotia
Capital (USA) Inc. as additional Sales Agents through which sales may be made under the Company’s fifth continuous equity program.
In accordance with the terms of the Sales Agency Financing Agreements,
the Company may offer and sell up to $1,000,000,000 of its Common Stock (together with shares of Common Stock that may be sold pursuant
to the forward sale agreements described below, the “Shares”), less the aggregate offering price of Shares sold under the
Original Sales Agency Financing Agreements, from time to time through any of the Sales Agents (acting in their capacity as Sales Agents
or, if applicable, as Forward Sellers, as described below), as its agents for the offer and sale of the Shares. As of the date the Company
entered into the Sales Agency Financing Agreements, the Company had sold shares of Common Stock having an aggregate offering price of
$294,039,111.66 under the Original Sales Agency Financing Agreements and original master forward sale agreements, and shares of Common
Stock having an aggregate offering price of $705,960,888.34 remained unsold under the Company’s fifth continuous equity program.
Concurrently with the entry into the Sales Agency Financing Agreements,
the Company entered into 14 separate master forward sale agreements (collectively, the “Master Forward Sale Confirmations”)
between the Company and each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC., BNP Paribas, Deutsche Bank AG, London
Branch, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank
of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association (or their respective
affiliates) (when acting in this capacity, individually, a “Forward Purchaser” and collectively, the “Forward Purchasers”).
The Master Forward Sale Confirmations replace those original master forward sale agreements that the Company entered into with certain
of the Forward Purchasers on May 6, 2019 in connection with the Original Sales Agency Financing Agreements (the “Original Master
Forward Sale Confirmations”).
The Sales Agency Financing Agreements provide that, in addition to
the issuance and sale of the Shares by the Company through the Sales Agents, the Company may enter into separate forward sale agreements
pursuant to the Master Forward Sale Confirmations. In connection with any particular forward sale agreement pursuant to the relevant Master
Forward Sale Confirmation, the relevant Forward Purchaser will, at the Company’s request, attempt to borrow from third parties and,
through the relevant Sales Agent acting as agent for such Forward Purchaser, sell Shares to hedge such Forward Purchaser’s exposure
underlying the particular forward sale agreement pursuant to the relevant Master Forward Sale Confirmation (the Sales Agents, when acting
as agents for Forward Purchasers, are referred to in this Current Report as the “Forward Sellers”). In no event will the aggregate
number of Shares sold through the Sales Agents, whether as an agent for the Company or as a Forward Seller, under the Sales Agency Financing
Agreements and under any forward sale agreements pursuant to the relevant Master Forward Sale Confirmations (including the aggregate offering
price of Shares sold under the Original Sales Agency Financing Agreements and the Original Master Forward Sale Confirmations), have an
aggregate sales price in excess of $1,000,000,000.
The Company will not initially receive any proceeds from any sale of
borrowed shares of Common Stock by a Forward Seller. In the event of full physical settlement of any forward sale agreement pursuant to
the relevant Master Forward Sale Confirmation, which the Company expects to occur on one or more dates specified by the Company on or
prior to the maturity date of such forward sale agreement, the Company expects to receive aggregate cash proceeds equal to the product
of the forward sale price under such forward sale agreement and the number of shares of Common Stock underlying such forward sale agreement,
subject to the price adjustment and other provisions of such forward sale agreement. If, however, the Company elects to cash settle or
net share settle a particular forward sale agreement pursuant to the relevant Master Forward Sale Confirmation, the Company would expect
to receive an amount of proceeds that is significantly lower than the product set forth in the preceding sentence (in the case of any
cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of
cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Sales Agents will offer the Shares at market prices prevailing
at the time of sale. The Company will pay each Sales Agent a commission at a mutually agreed rate that will not exceed, but may be lower
than, 1.50% of the sales price of all of the Shares issued by the Company and sold through the relevant Sales Agent as the Company’s
sales agent under the relevant Sales Agency Financing Agreement. The compensation to each Sales Agent acting as a Forward Seller will
be a mutually agreed commission in the form of a reduction to the initial forward price under the related forward sale agreement that
will not exceed, but may be lower than, 1.50% of the sales prices of all borrowed shares of Common Stock sold by the Forward Seller during
the applicable forward hedge selling period (which sales price will be adjusted if an “ex-dividend” date occurs during
such forward hedge selling period).
The foregoing description of the Sales Agency Financing Agreements
and the Master Forward Sale Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and
conditions of the forms of Sales Agency Financing Agreement and Master Forward Sale Confirmation which are filed as Exhibits 1.1 and 1.2,
respectively, to this Current Report and are incorporated herein by reference. The Shares will be issued pursuant to the prospectus supplement,
dated January 17, 2023, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, and the Company’s automatic shelf registration statement on Form S-3 (File No. 333-253532) filed on February
25, 2021 with the SEC. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.