[Form 4] Equity Residential Insider Trading Activity

Rhea-AI Filing Summary

Equity Residential (EQR) – Form 4 insider filing

Director Tahsinul Zia Huque received 3,393 Series 2025D restricted units (RUs) of ERP Operating Limited Partnership on 1 July 2025 as part of the REIT’s annual long-term compensation program. Each RU automatically converts, subject to tax-capital targets, into one OP Unit that is exchangeable for one Equity Residential common share (or cash) at the company’s option.

• Vesting: 1 July 2026
• Post-vesting holding restriction: until 1 July 2027
• Expiration: 1 July 2035 (if conversion target not met)
• Ownership form: Direct

No shares were sold; the grant was recorded at $0 cost, indicating a routine equity-based award rather than an open-market purchase. The transaction modestly increases insider equity alignment but is immaterial to EQR’s capital structure.

Positive

• Director equity award modestly strengthens management–shareholder alignment by tying compensation to future share performance.

Negative

• None.

Insights

REIT Financial Analyst

TL;DR: Routine director grant of 3,393 restricted units; aligns incentives, immaterial to valuation.

The filing documents a standard annual equity award, representing roughly US$200-250k in current market value (≈0.001% of shares outstanding). Because the units vest over one year with an additional 12-month holding lock-up, they enhance long-term alignment without signalling immediate insider conviction through cash purchases. No dilution or cash outflow occurs, and the small size relative to EQR’s US$30bn market cap renders the event non-impactful for valuation or liquidity. Investors can view it as neutral-to-slightly-positive governance practice.

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^*

Huque Tahsinul Zia

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA STE 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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)
			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)	07/01/2025		A		3,393		(3)	07/01/2035	Common Shares Of Beneficial Interest	3,393	$0	3,393	D

Explanation of Responses:

1. On July 1, 2025, the reporting person elected to receive a grant of Series 2025D restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the OP of Equity Residential (the "Company"), in connection with the Company's annual grant of long-term compensation for prospective service from the 2025 Annual Meeting of Shareholders to the 2026 Annual Meeting of Shareholders.

2. 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.

3. The RUs are scheduled to vest on July 1, 2026. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until July 1, 2027.

	/s/ Samantha Thompson, Attorney-in-fact	07/03/2025
	** 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).
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FAQ

How many Equity Residential (EQR) units did the director receive?

3,393 Series 2025D restricted units were granted on 1 July 2025.

When do the restricted units granted to the EQR director vest?

The units vest on 1 July 2026 and must be held until 1 July 2027.

Can these RUs be converted into Equity Residential common shares?

Yes. Upon meeting tax-capital targets, each RU converts into one OP Unit, exchangeable for one common share or cash at EQR’s option.

Was any cash paid for the restricted units?

No. The Form 4 lists a $0 price; this is a compensatory grant, not an open-market purchase.

Does this insider transaction materially affect EQR’s share count?

No. The grant represents <0.001% of outstanding shares, making it immaterial to dilution.