Equity Residential (NYSE: EQR) EVP sells stock and receives 23,065 restricted units

Rhea-AI Filing Summary

Equity Residential’s EVP & Chief Investment Officer Robert Garechana reported an insider stock sale and a new long-term equity award. On February 10, 2026, he sold 3,637 common shares of beneficial interest at $65.13 per share to cover tax liabilities from vesting restricted shares, leaving 18,740 common shares held directly. He also has 169 shares in a 401(k) plan and 9,848 shares in a supplemental executive retirement plan. On February 9, 2026, he received a grant of 23,065 restricted units tied to the operating partnership, which can ultimately be exchanged one-for-one for common shares or cash and are scheduled to vest on February 9, 2029.

Insider Trade Summary

Net Seller: 3,637 shares ($236,878)

Net Sell 4 txns

Insider Garechana Robert

Role EVP & Chief Investment Officer

Sold 3,637 shs ($237K)

Type	Security	Shares	Price	Value
Sale	Common Shares Of Beneficial Interest	3,637	$65.13	$237K
Grant/Award	Restricted Units	23,065	$0.00	--
holding	Common Shares Of Beneficial Interest	--	--	--
holding	Common Shares Of Beneficial Interest	--	--	--

Holdings After Transaction: Common Shares Of Beneficial Interest — 18,740 shares (Direct); Restricted Units — 23,065 shares (Direct); Common Shares Of Beneficial Interest — 169 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares. Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 16, 2026. Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person. Also includes restricted shares that the reporting person deferred to the SERP upon vesting of the shares. On February 9, 2026, the reporting person received a grant of Series 2026B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("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 restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the 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. The Restricted Units are scheduled to vest on February 9, 2029.

Form 4 Insider Transactions: What Each Field Means →

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^*

Garechana Robert

(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 & Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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
Common Shares Of Beneficial Interest	02/10/2026		S		3,637(1)	D	$65.13	18,740	D
Common Shares Of Beneficial Interest								169(2)	I	401(k) Plan
Common Shares Of Beneficial Interest								9,848(3)	I	SERP Account

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(4)	(5)	02/09/2026		A		23,065		(6)	02/09/2036	Common Shares Of Beneficial Interest	23,065	$0	23,065	D

Explanation of Responses:

1. Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

2. Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 16, 2026.

3. Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person. Also includes restricted shares that the reporting person deferred to the SERP upon vesting of the shares.

4. On February 9, 2026, the reporting person received a grant of Series 2026B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation.

5. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("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 restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the 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.

6. The Restricted Units are scheduled to vest on February 9, 2029.

	/s/ Samantha Thompson, Attorney-in-fact	02/11/2026
	** 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.

FAQ

What insider transactions did EQR EVP Robert Garechana report?

Robert Garechana reported selling 3,637 Equity Residential common shares at $65.13 each and receiving 23,065 restricted units. The sale covered tax liabilities from vesting restricted stock, while the units represent a new long-term incentive award that vests in 2029.

How many Equity Residential (EQR) shares did the EVP sell and at what price?

The EVP sold 3,637 common shares of beneficial interest at $65.13 per share. According to the filing, these shares were sold specifically to pay tax liabilities arising from the vesting of restricted shares, rather than as a purely discretionary open-market sale.

What Equity Residential shares does the EVP own after the reported transactions?

After the reported transactions, the EVP directly owns 18,740 common shares. Indirectly, he has 169 shares in a 401(k) plan and 9,848 shares in a supplemental executive retirement plan, which are held for his benefit under plan and trustee arrangements.

What are the 23,065 restricted units granted to the EQR executive?

The executive received 23,065 restricted units representing partnership interests in Equity Residential’s operating partnership. These units can convert into OP Units, which are exchangeable one-for-one for common shares or cash, subject to vesting and other conditions described in the grant.

When do the new Equity Residential restricted units vest?

The restricted units granted to the EVP are scheduled to vest on February 9, 2029. Vesting timing means the award is intended as long-term compensation, with value depending on meeting the vesting requirements and the company’s share or cash value at that future date.

How are the EVP’s 401(k) and SERP Equity Residential holdings described?

The filing shows 169 shares in a 401(k) plan, acquired via profit sharing and dividend reinvestment through January 16, 2026. It also lists 9,848 shares in a supplemental executive retirement plan, including deferred and restricted shares held by a trustee for his benefit.