STOCK TITAN

Equity Residential (EQR) to issue $1.0B in 2031 and 2036 senior notes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Equity Residential, through its operating partnership ERP Operating Limited Partnership, agreed on August 4, 2026 to issue senior unsecured notes in a public offering. The company will issue $600,000,000 aggregate principal amount of 4.950% Notes due October 1, 2031 and $400,000,000 aggregate principal amount of 5.450% Notes due October 1, 2036.

The notes will be sold under a Terms Agreement with underwriters led by Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. The notes will be issued pursuant to an existing Indenture dated October 1, 1994, as supplemented through a Fifth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as Trustee.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2031 Notes principal $600,000,000 Aggregate principal amount of 4.950% Notes due October 1, 2031
2036 Notes principal $400,000,000 Aggregate principal amount of 5.450% Notes due October 1, 2036
2031 Notes coupon 4.950% Interest rate on Notes due October 1, 2031
2036 Notes coupon 5.450% Interest rate on Notes due October 1, 2036
Indenture date October 1, 1994 Base Indenture governing the Notes with the Trustee
Agreement date August 4, 2026 Date ERP Operating Limited Partnership agreed to issue the Notes
aggregate principal amount financial
"agreed to issue $600,000,000 aggregate principal amount of 4.950% Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Indenture regulatory
"The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture regulatory
"as supplemented by the First Supplemental Indenture, dated as of September 9, 2004"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
public offering financial
"4.950% Notes due October 1, 2031 and 5.450% Notes due October 1, 2036 in a public offering"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Trustee regulatory
"between the Company and The Bank of New York Mellon Trust Company, N.A. ... (the “Trustee”)"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

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FAQ

What debt securities is Equity Residential (EQR) issuing in this transaction?

Equity Residential’s operating partnership agreed to issue $600,000,000 of 4.950% Notes due 2031 and $400,000,000 of 5.450% Notes due 2036 in a public offering, for a total of $1.0 billion aggregate principal amount of notes.

What are the interest rates and maturities of Equity Residential (EQR) new notes?

The new notes consist of 4.950% Notes due October 1, 2031 and 5.450% Notes due October 1, 2036. These fixed-rate maturities extend the company’s debt profile into 2031 and 2036 under its existing indenture structure.

Who are the underwriters for Equity Residential (EQR) note offering?

The notes will be sold under a Terms Agreement with Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acting as representatives of the underwriters named in the agreement.

Which Equity Residential (EQR) entities are involved in this note issuance?

The issuer is ERP Operating Limited Partnership, Equity Residential’s Illinois operating partnership. Equity Residential, a Maryland entity, acts as the general partner of the partnership and is the registrant for the report.
falsefalse00009061070000931182true 0000906107 2026-08-04 2026-08-04 0000906107 eqr:ErpOperatingLimitedPartnershipMember 2026-08-04 2026-08-04 0000906107 eqr:ErpOperatingLimitedPartnershipMember eqr:SevenPointFiveSevenPercentNotesDueAugustFifteenTwoThousandTwentySixMember 2026-08-04 2026-08-04
 
 
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, 2026
 
 
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Maryland
 
1-12252
 
13-3675988
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Illinois
 
0-24920
 
36-3894853
(State or other jurisdiction
of incorporation)
 
(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 (Equity Residential)   EQR   New York Stock Exchange
7.57% Notes due August 15, 2026
(ERP Operating Limited Partnership)
 
N/A
  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 8.01. Other Events.

On August 4, 2026, Equity Residential’s operating partnership, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $600,000,000 aggregate principal amount of 4.950% Notes due October 1, 2031 (the “2031 Notes”) and $400,000,000 aggregate principal amount of 5.450% Notes due October 1, 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of August 4, 2026, among the Company and each of Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as successor to The First National Bank of Chicago) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 9, 2004, by and between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, as further supplemented by the Fourth Supplemental Indenture, dated as of December 12, 2011, by and between the Company and the Trustee, and as further supplemented by the Fifth Supplemental Indenture, dated as of February 1, 2016, by and between the Company and the Trustee.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
Number
   Description
  1.1    Terms Agreement dated August 4, 2026, among ERP Operating Limited Partnership and each of Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.
  1.2    Standard Underwriting Provisions dated August 4, 2026.
  4.1    Form of 4.950% Note due October 1, 2031.
  4.2    Form of 5.450% Note due October 1, 2036.
  5.1    Opinion of DLA Piper LLP (US).
 23.1    Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EQUITY RESIDENTIAL
Date: August 5, 2026     By:   /s/ Bret D. McLeod
    Name:   Bret D. McLeod
    Its:   Executive Vice President and Chief Financial Officer
Date: August 5, 2026     By:   /s/ Scott J. Fenster
    Name:   Scott J. Fenster
    Its:   Executive Vice President, General Counsel and Corporate Secretary
    ERP OPERATING LIMITED PARTNERSHIP
    By:   EQUITY RESIDENTIAL, its general partner
Date: August 5, 2026     By:   /s/ Bret D. McLeod
    Name:   Bret D. McLeod
    Its:   Executive Vice President and Chief Financial Officer
Date: August 5, 2026     By:   /s/ Scott J. Fenster
    Name:   Scott J. Fenster
    Its:   Executive Vice President, General Counsel and Corporate Secretary

[Signature page to Form 8-K]

Filing Exhibits & Attachments

6 documents