Equity Residential (EQR) EVP Carraway gets 4,761 RSUs, sells 656 shares for taxes

Rhea-AI Filing Summary

Equity Residential executive Catherine Carraway reported equity compensation and a small share sale. On February 9, 2026, she acquired 4,761 restricted common shares of beneficial interest at $0, scheduled to vest on February 9, 2029. On February 10, 2026, she sold 656 common shares in an open-market transaction at $65.13 per share to pay tax liabilities from vesting restricted shares. After these transactions, she directly held 18,339 common shares, and 9,101 additional common shares were held indirectly in a SERP account for her benefit.

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^*

Carraway Catherine

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 500

(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 & CHRO

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	02/09/2026		A		4,761(1)	A	$0	18,995(2)	D
Common Shares Of Beneficial Interest	02/10/2026		S		656(3)	D	$65.13	18,339(2)	D
Common Shares Of Beneficial Interest								9,101(4)	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

Explanation of Responses:

1. Represents restricted shares scheduled to vest on February 9, 2029.

2. Direct total includes restricted shares of Equity Residential scheduled to vest in the future.

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

4. 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.

	/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).
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FAQ

What insider transactions did EQR executive Catherine Carraway report on this Form 4?

Catherine Carraway reported receiving 4,761 restricted common shares as an equity award and selling 656 common shares in an open-market transaction. The sale was used to cover tax liabilities from vesting restricted shares, while the award is scheduled to vest on February 9, 2029.

How many Equity Residential (EQR) shares did Catherine Carraway sell and at what price?

She sold 656 common shares of beneficial interest at $65.13 per share. The filing explains this sale was for the payment of tax liability incurred when restricted shares vested, rather than a discretionary reduction of her investment in Equity Residential stock.

What equity award did Catherine Carraway receive from Equity Residential (EQR)?

She received 4,761 restricted common shares of beneficial interest at no purchase price. These restricted shares are scheduled to vest on February 9, 2029, and are included in her directly held total, which also reflects other restricted shares scheduled to vest in the future.

How many Equity Residential (EQR) shares does Catherine Carraway hold after the reported transactions?

Following the reported transactions, she directly held 18,339 common shares of beneficial interest and indirectly held 9,101 common shares in a Supplemental Executive Retirement Plan (SERP) account, which includes deferred restricted shares held by a trustee for her benefit.

What is the nature of Catherine Carraway’s indirect ownership in Equity Residential (EQR) shares?

Her indirect ownership consists of 9,101 common shares held by Principal Trust Company as trustee of Equity Residential’s Supplemental Executive Retirement Plan. This SERP position includes shares and restricted shares she deferred into the plan upon vesting, held for her benefit.

What role does Catherine Carraway hold at Equity Residential (EQR)?

Catherine Carraway is reported as an officer of Equity Residential with the title Executive Vice President and Chief Human Resources Officer (EVP & CHRO). The Form 4 reflects transactions in company equity associated with her compensation and related tax obligations.