Equity Residential (NYSE: EQR) awards 11,393 RUs to EVP

Rhea-AI Filing Summary

Equity Residential EVP & General Counsel Scott Fenster reported receiving 11,393 Restricted Units (RUs) on January 16, 2026 at a price of $0 per unit. These RUs are limited partnership interests in ERP Operating Limited Partnership, the operating partnership of Equity Residential, granted in connection with the company’s 2023 Long-Term Incentive Plan.

The RUs can automatically convert into an equal number of OP Units once a specified tax-related capital account target is met within ten years. Subject to vesting and other conditions, the OP Units are exchangeable on a one-for-one basis into Equity Residential common shares or the cash value of those shares, at the company’s option. The RUs are scheduled to vest on February 9, 2026, and all 11,393 derivative units are reported as directly owned after this grant.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fenster Scott

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [ EQR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units(1)	(2)	01/16/2026		A		11,393		(3)	01/01/2033	Common Shares Of Beneficial Interest	11,393	$0	11,393	D

Explanation of Responses:

1. Represents restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), retained in connection with the settlement of an award under the Company's 2023 Long-Term Incentive Plan.

2. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.

3. The RUs are scheduled to vest on February 9, 2026.

	/s/ Samantha Thompson, Attorney-in-fact	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Equity Residential (EQR) report for Scott Fenster?

Equity Residential reported that EVP & General Counsel Scott Fenster received an award of 11,393 Restricted Units on January 16, 2026 at a price of $0 per unit.

What are the 11,393 Restricted Units reported for EQR’s EVP?

The 11,393 Restricted Units are restricted limited partnership interests in ERP Operating Limited Partnership granted under Equity Residential’s 2023 Long-Term Incentive Plan.

How can the Restricted Units for Equity Residential (EQR) convert into common shares?

The Restricted Units automatically convert into OP Units when a tax capital account target is reached, and, subject to vesting and other conditions, OP Units are exchangeable one-for-one into Equity Residential common shares or the cash value of those shares at the company’s option.

When do the reported Restricted Units for EQR’s EVP & General Counsel vest?

The Restricted Units granted to Scott Fenster are scheduled to vest on February 9, 2026.

How many derivative securities does the EQR executive hold after this Form 4 transaction?

Following the reported transaction, the executive beneficially owns 11,393 derivative securities (Restricted Units), all listed as directly held.

Was this Equity Residential (EQR) Form 4 transaction a purchase or a grant?

The Form 4 uses transaction code "A", indicating an acquisition via award or grant of 11,393 Restricted Units, rather than an open-market purchase.