Equity Residential insider Neithercut records vested OP Unit conversions and GRAT gifts

Q: Who filed the Form 4 for Equity Residential (EQR)?

The reporting person is David J. Neithercut , identified as Chairman of the Board and a Director.

Q: What was the date of the transactions reported on the EQR Form 4?

All reported transactions occurred on 09/08/2025 and the form was signed on 09/10/2025 .

Q: What types of securities were involved in the Form 4 filing for EQR?

The filing reports transfers and conversions of Operating Partnership (OP) Units , which can be exchanged one-for-one for common shares of Equity Residential.

Q: Were any indirect ownership structures disclosed in the filing?

Yes; the report discloses beneficial ownership via a limited liability company managed by the reporting person and via grantor retained annuity trusts (GRATs) .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

David J. Neithercut, Chairman and Director of Equity Residential (EQR), reported multiple transactions dated 09/08/2025 involving Operating Partnership (OP) Units. The filing shows previously reported Restricted Units automatically converted to OP Units that are fully vested, transferable and exchangeable one-for-one for common shares or for cash at the company's option. The report records gifts of OP Units to and from grantor retained annuity trusts (GRATs) and transfers by a limited liability company managed by the reporting person. The form was signed by an attorney-in-fact on 09/10/2025.

Positive

Restricted Units converted to fully vested OP Units, which are transferable and exchangeable one-for-one for common shares or cash at the company's option
Transactions documented with explanatory notes clarifying gifts, conversions, and indirect ownership through an LLC and GRATs

Negative

None.

Insights

TL;DR: Routine insider transfers and conversions of restricted units into vested OP Units; no forward-looking guidance or company financials disclosed.

The Form 4 documents non-derivative changes in beneficial ownership for a senior insider via gifts and unit conversions on 09/08/2025. Key facts: previously reported Restricted Units automatically converted to OP Units that are fully vested and exchangeable one-for-one for common shares; transfers involved a manager-controlled LLC and grantor retained annuity trusts. These transactions appear to be estate-planning and ownership-structure adjustments rather than market sales or purchases, and the filing provides no revenue, earnings, or debt changes.

TL;DR: Governance-focused ownership transfers recorded; use of GRATs and manager-controlled LLCs is documented but not indicative of governance changes.

The report details gifts and internal transfers of OP Units by entities associated with the reporting person and notes that converted OP Units are fully vested and transferable. The filing includes explanatory notes on the nature of indirect beneficial ownership and identifies the reporting person as Chairman of the Board. There is no disclosure here of director departures, new committee assignments, or changes to board structure.

Insider Trade Summary

9,408 shares gifted

Mixed 8 txns

Insider NEITHERCUT DAVID J

Role Director

Type	Security	Shares	Price	Value
Gift	Operating Partnership Units	1,220	$0.00	--
Gift	Operating Partnership Units	1,220	$0.00	--
Gift	Operating Partnership Units	1,216	$0.00	--
Gift	Operating Partnership Units	1,216	$0.00	--
Gift	Operating Partnership Units	1,220	$0.00	--
Gift	Operating Partnership Units	1,220	$0.00	--
Gift	Operating Partnership Units	1,048	$0.00	--
Gift	Operating Partnership Units	1,048	$0.00	--

Holdings After Transaction: Operating Partnership Units — 89,290 shares (Indirect, LLC); Operating Partnership Units — 424,042 shares (Direct)

Footnotes (1)

This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager. Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

Form 4 Insider Transactions: What Each Field Means →

09/10/2025 - 04:17 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

NEITHERCUT DAVID J

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	09/08/2025		G			1,220⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,220	$0	89,290⁽³⁾	I	LLC
Operating Partnership Units	$0	09/08/2025		G		1,220		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,220	$0	1,224⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	09/08/2025		G			1,216⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,216	$0	8⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	09/08/2025		G		1,216		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,216	$0	424,042	D
Operating Partnership Units	$0	09/08/2025		G			1,220⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,220	$0	88,070	I	LLC
Operating Partnership Units	$0	09/08/2025		G		1,220		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,220	$0	2,475⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	09/08/2025		G			1,048⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,048	$0	1,427⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	09/08/2025		G		1,048		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,048	$0	425,090	D

Explanation of Responses:

1. This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person.

2. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.

3. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.

4. Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person.

5. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

	/s/ Samantha Thompson, Attorney-in-fact	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

Who filed the Form 4 for Equity Residential (EQR)?

The reporting person is David J. Neithercut, identified as Chairman of the Board and a Director.

What was the date of the transactions reported on the EQR Form 4?

All reported transactions occurred on 09/08/2025 and the form was signed on 09/10/2025.

What types of securities were involved in the Form 4 filing for EQR?

The filing reports transfers and conversions of Operating Partnership (OP) Units, which can be exchanged one-for-one for common shares of Equity Residential.

Did the filing include any cash purchases or sales of EQR common stock?

No; the Form 4 discloses gifts and conversions of OP Units and does not report cash purchases or public sales of common stock.

Were any indirect ownership structures disclosed in the filing?

Yes; the report discloses beneficial ownership via a limited liability company managed by the reporting person and via grantor retained annuity trusts (GRATs).