Equity Residential director granted 3,561 restricted units

Q: What did Equity Residential (EQR) director Mark S. Shapiro report in this Form 4?

Mark S. Shapiro reported receiving a grant of 3,561 Restricted Units (RUs) on June 18, 2026. The grant represents long-term compensation tied to future service following Equity Residential’s 2026 Annual Meeting of Shareholders, rather than an open-market stock purchase or sale.

Q: How do the Restricted Units (RUs) reported by EQR’s director convert into equity?

The RUs automatically convert into OP Units when a specified federal income tax capital account target is reached within ten years. Subject to vesting and other restrictions, OP Units are then exchangeable for Equity Residential common shares on a one-for-one basis or their cash value, at the company’s option.

Q: When do Mark S. Shapiro’s 3,561 Restricted Units in Equity Residential vest?

The 3,561 Restricted Units are scheduled to vest on June 18, 2027. Vesting means the director’s rights to the units become earned, subject to the grant’s service and other conditions that apply from the 2026 Annual Meeting of Shareholders through that vesting date.

Q: Is Mark S. Shapiro’s Form 4 transaction a market buy or sell of Equity Residential stock?

No. The filing shows a grant/award acquisition of 3,561 Restricted Units as compensation, coded “A.” It is not an open-market purchase or sale of Equity Residential common shares, but part of the company’s long-term incentive structure for board service.

Equity Residential director Mark S. Shapiro received a grant of 3,561 Restricted Units (RUs) on June 18, 2026 as part of the company’s annual long-term compensation program.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Equity Residential director Mark S. Shapiro received a grant of 3,561 Restricted Units (RUs) on June 18, 2026 as part of the company’s annual long-term compensation program. These RUs automatically convert into OP Units when a tax-related capital account target is reached.

Subject to vesting and other conditions, OP Units are exchangeable at the company’s option for either an equal number of Equity Residential common shares or the cash value of those shares. The 3,561 RUs are scheduled to vest on June 18, 2027 and are subject to a holding restriction until June 18, 2028.

Insider Trade Summary

Grant/Award: 3,561 shares

Grant/Award 1 txn

Insider SHAPIRO MARK S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Units	3,561	$0.00	$0.00

Holdings After Transaction: Restricted Units — 3,561 contracts (Direct)

Footnotes (3)

F1. On June 18, 2026, the reporting person elected to receive a grant of Series 2026C 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 2026 Annual Meeting of Shareholders.
F2. 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.
F3. The RUs are scheduled to vest on June 18, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 18, 2028.

Key Figures

Restricted Units granted: 3,561 units Underlying common shares: 3,561 shares Exercise/conversion price: $0.00 per unit +4 more

7 metrics

Restricted Units granted 3,561 units Grant to director on June 18, 2026

Underlying common shares 3,561 shares One-for-one exchange potential via OP Units

Exercise/conversion price $0.00 per unit Grant price for Restricted Units

Post-transaction derivative holdings 3,561 Restricted Units Total RUs following this award

Vesting date June 18, 2027 Scheduled vesting for granted RUs

Holding restriction end June 18, 2028 RUs and OP Units subject to holding until this date

RU expiration June 18, 2036 Expiration date shown for derivative award

Key Terms

Restricted Units, RUs, OP Units, holding restriction, +1 more

5 terms

Restricted Units financial

"the reporting person elected to receive a grant of Series 2026C restricted limited partnership interests ("RUs")"

RUs financial

"RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests"

OP Units financial

"automatically convert into an equal number of limited partnership interests of the OP ("OP Units")"

OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.

holding restriction financial

"the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 18, 2028"

long-term compensation financial

"in connection with the Company's annual grant of long-term compensation for prospective service"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Equity Residential (EQR) director Mark S. Shapiro report in this Form 4?

Mark S. Shapiro reported receiving a grant of 3,561 Restricted Units (RUs) on June 18, 2026. The grant represents long-term compensation tied to future service following Equity Residential’s 2026 Annual Meeting of Shareholders, rather than an open-market stock purchase or sale.

How do the Restricted Units (RUs) reported by EQR’s director convert into equity?

The RUs automatically convert into OP Units when a specified federal income tax capital account target is reached within ten years. Subject to vesting and other restrictions, OP Units are then exchangeable for Equity Residential common shares on a one-for-one basis or their cash value, at the company’s option.

When do Mark S. Shapiro’s 3,561 Restricted Units in Equity Residential vest?

The 3,561 Restricted Units are scheduled to vest on June 18, 2027. Vesting means the director’s rights to the units become earned, subject to the grant’s service and other conditions that apply from the 2026 Annual Meeting of Shareholders through that vesting date.

Are there any holding restrictions on the Equity Residential units granted to Mark S. Shapiro?

Yes. The RUs, including any OP Units into which they may convert, are subject to a holding restriction until June 18, 2028. This means the director cannot freely transfer or exchange these interests until that date, even after they vest in 2027.

Is Mark S. Shapiro’s Form 4 transaction a market buy or sell of Equity Residential stock?

No. The filing shows a grant/award acquisition of 3,561 Restricted Units as compensation, coded “A.” It is not an open-market purchase or sale of Equity Residential common shares, but part of the company’s long-term incentive structure for board service.

What is the potential link between Mark S. Shapiro’s RUs and Equity Residential common shares?

The granted RUs can automatically convert into OP Units, and those OP Units are exchangeable one-for-one for Equity Residential common shares or their cash value. The company decides whether delivery occurs in shares or cash when an exchange is made.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 04:33 PM EDT

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^*

SHAPIRO MARK S

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

ILLINOIS

60606

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

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

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

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

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)
Restricted Units⁽¹⁾	⁽²⁾	06/18/2026		A		3,561		⁽³⁾	06/18/2036	Common Shares Of Beneficial Interest	3,561	$0	3,561	D

Explanation of Responses:

1. On June 18, 2026, the reporting person elected to receive a grant of Series 2026C 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 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 June 18, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 18, 2028.

	/s/ Samantha Thompson, Attorney-in-fact	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR