[8-K] Equity Residential Reports Material Event

Rhea-AI Filing Summary

Ardelyx (ARDX) has filed an 8-K detailing three material events.

Item 2.02 – Results of Operations: Q2-25 financial results were released separately as Exhibit 99.1; the filing itself contains no revenue, EPS or guidance figures.

Item 5.02 – Executive Transition: CFO/COO Justin Renz will leave the role on the earlier of 31 Dec 2025 or 30 days after a new CFO begins. Under an August 1, 2025 Transition Agreement he will (i) remain on current salary, benefits and 2025 bonus eligibility (individual component fixed at 100%) through the separation date and (ii) receive change-in-control severance and a 12-month post-separation option exercise window, subject to customary release and compliance conditions.

Item 5.03 – Governance Changes: The Board adopted Second Amended & Restated Bylaws effective August 1. Key revisions tighten shareholder proposal procedures (record-holder requirement, 67% solicitation threshold, nominee cap), update quorum language, drop physical shareholder-list production, introduce a forum-selection clause and make other technical edits.

No other business, transactions or financial statements were reported.

Positive

• Orderly CFO transition with up to five-month overlap reduces leadership risk.
• Extended option exercise window may foster executive alignment through the transition.
• Bylaw revisions clarify procedural rules, potentially reducing legal ambiguity and costs.

Negative

• CFO/COO departure introduces leadership uncertainty if successor search drags.
• Stricter shareholder nomination thresholds could be viewed as entrenchment and attract governance criticism.
• Lack of embedded Q2 financial data limits immediate assessment of operating performance.

Insights

Corporate Governance Expert

TL;DR: Bylaw overhaul centralises control; may curb activist leverage but adds procedural clarity.

The revised bylaws impose stricter eligibility and solicitation thresholds on shareholders, reducing the ease of running dissident slates. Adding a forum-selection clause limits venue shopping for litigation, which can lower legal costs but may deter claims. Removing physical shareholder-list requirements aligns with recent Delaware reforms and digital practice. Overall governance impact is mildly shareholder-unfriendly yet operationally efficient.

Equity Analyst

TL;DR: Planned CFO exit is orderly; financial impact minimal unless replacement lags.

Renz’s staged departure gives up to five months for a successor search, limiting disruption. Continued salary and bonus accrual plus extended option life are modest, one-time costs. Without Q2 metrics we cannot gauge operating performance; investors should review Exhibit 99.1. Overall, today’s disclosures are governance-centric and unlikely to alter near-term valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 4, 2025

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-12252	13-3675988
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	Two North Riverside Plaza Chicago, Illinois	60606
	(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (312) 474-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 Par Value		EQR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2025, Equity Residential issued a press release announcing its results of operations and financial condition as of June 30, 2025 and for the quarter and six months then ended. The press release is furnished as Exhibit 99.1. The information contained in this Item 2.02 on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other document filed by Equity Residential under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Exhibit
99.1		Press Release dated August 4, 2025, announcing the results of operations and financial condition of Equity Residential as of June 30, 2025 and for the quarter and six months then ended.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		EQUITY RESIDENTIAL
Date: August 4, 2025		By:	/s/ Ian S. Kaufman
		Name:	Ian S. Kaufman
		Its:	Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

FAQ

When will Ardelyx's CFO Justin Renz leave the company?

No later than December 31, 2025, or 30 days after the new CFO’s start date, whichever comes first.

What severance benefits will the departing CFO receive?

If conditions are met, Mr. Renz receives benefits under the April 29, 2025 Change-in-Control Severance Agreement plus a 12-month option exercise window.

Why did Ardelyx amend its bylaws in August 2025?

The Second Amended & Restated Bylaws update shareholder proposal rules, quorum definitions, remove stockholder-list requirements and add a forum-selection clause.

Does the 8-K include Ardelyx’s Q2 2025 financial numbers?

No. The figures are in the press release filed as Exhibit 99.1; the 8-K only references their availability.

How do the bylaw changes affect shareholder nominations?

Shareholders must now be record owners, solicit holders of at least 67 % of voting shares, and cannot nominate more candidates than seats up for election.