Equity Residential and AvalonBay Communities Merger Agreement

Equity Residential and AvalonBay Communities have entered into an Agreement and Plan of Merger for a \$14.7 billion all-stock merger-of-equals transaction. The combined company will operate under a new name. Key terms include the exchange ratio of 2.793 Equity Residential Common Shares for each AvalonBay Common Stock, and a combined board of fourteen members with seven from each company. Stephen E. Sterrett will be Chairman and Benjamin W. Schall will be CEO of the combined entity. The merger is expected to close by May 20, 2027, subject to shareholder approvals and other customary conditions. Both companies have entered into a commitment letter for up to \$2 billion in senior unsecured bridge loans. In connection with the merger, Equity Residential has amended its bylaws to designate a specific Maryland court as the exclusive forum for certain legal actions. Executive compensation agreements have also been updated, including a change-in-control agreement for Mark J. Parrell and an offer letter for Benjamin W. Schall as CEO.