Definitive proxy materials fix a 49-51 ownership split favoring AvalonBay holders and start the clock toward a second-half close.

July 14, 2026

Equity Residential and AvalonBay Communities have cleared a decisive procedural hurdle in their merger of equals, mailing definitive proxy materials to shareholders and scheduling both companies’ special meetings for August 12, 2026. The move converts the previously preliminary deal documentation into final form and puts the roughly $69 billion combination before investors for a binding vote.

The definitive joint proxy statement and prospectus is dated July 13, 2026, and began reaching shareholders the same day. It finalizes the terms disclosed in the earlier preliminary version, filling in the ownership percentages, meeting dates, and share-value figures that were left blank while the registration statement worked through review. The registration statement covering the Equity Residential shares to be issued is now effective.

A Firm Valuation and Ownership Split

The definitive materials confirm the ownership division that the merger-of-equals framing had implied. Upon completion, Equity Residential shareholders are expected to own approximately 49 percent of the combined company, with former AvalonBay stockholders holding the remaining 51 percent, based on shares and stock-based awards outstanding as of July 6, 2026. The slight tilt toward AvalonBay holders reflects the fixed exchange ratio applied to the two companies’ relative share counts.

That exchange ratio is unchanged: each AvalonBay share converts into 2.793 Equity Residential common shares, with cash paid for fractional shares. Because the ratio is fixed and will not flex with share-price movements before closing, the dollar value of the consideration moves with Equity Residential’s stock. Based on Equity Residential’s closing price on July 8, 2026 — the last practicable trading day before the document’s date — the implied value of the consideration was $190.79 per AvalonBay share.

Meeting Mechanics and Voting Thresholds

Both special meetings will take place virtually on August 12, 2026, effectively simultaneously: Equity Residential convenes at 8:00 a.m. Central Time and AvalonBay at 9:00 a.m. Eastern Time. Both companies set July 9, 2026, as the record date determining which holders may vote.

The two votes carry the different thresholds established in the merger agreement:

• Equity Residential needs its share issuance approved by a majority of votes cast, and separately seeks approval to amend its declaration of trust to increase authorized common shares — the step that enables the stock issuance funding the deal.
• AvalonBay requires the affirmative vote of holders of at least a majority of all outstanding shares, a structurally higher bar because shares not voted count against the proposal.

Both boards have unanimously approved the transaction and recommend that their respective holders vote in favor.

Payout and Structure Carry Over

The definitive document reaffirms the financial architecture set out earlier. The combined company expects to pay an initial annualized dividend of $2.81 per share, matching Equity Residential’s current rate and exceeding AvalonBay’s present yield, subject to board discretion. Both companies intend to keep paying their regular dividends through closing.

The two-step structure is likewise unchanged. Immediately before the merger takes effect, AvalonBay will contribute certain assets to ERP Operating Partnership, Equity Residential’s operating partnership, in exchange for partnership units of equivalent value. AvalonBay will then merge into Canopy Merger Sub, a wholly owned Equity Residential subsidiary that survives the combination. The sequencing follows the standard umbrella-partnership REIT approach used to move assets on a tax-deferred basis.

What the Vote Sets in Motion

With definitive materials in circulation and meeting dates fixed, the transaction now depends principally on the shareholder votes and the remaining customary closing conditions. The companies continue to target completion in the second half of 2026, while cautioning that neither the timing nor the ultimate closing is assured.

A favorable outcome on August 12 would clear the largest remaining discretionary obstacle to creating what the companies describe as the sector’s preeminent multifamily owner, combining more than 180,000 apartments under a new corporate name to be adopted at closing, with dual headquarters in Chicago and Arlington, Virginia. The combined leadership team and integration planning have already been disclosed, leaving the shareholder vote as the pivotal near-term event.