Tax-related share sale by Equity Residential (NYSE: EQR) COO

Rhea-AI Filing Summary

Equity Residential Executive Vice President & COO Michael L. Manelis reported an open-market sale of 2,429 common shares of beneficial interest at $63.56 per share. A footnote explains this sale was made to pay tax liabilities triggered by the vesting of restricted shares.

After the sale, he directly owned 43,702 common shares, which include restricted shares scheduled to vest in the future. He also indirectly owned 1,326 shares through Principal Trust Company as trustee of the company’s Supplemental Executive Retirement Plan for his 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^*

Manelis Michael L

(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)
	Executive Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		S		2,429(1)	D	$63.56	43,702(2)	D
Common Shares Of Beneficial Interest								1,326(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

Explanation of Responses:

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

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

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.

	/s/ Samantha Thompson, Attorney-in-fact	02/19/2026
	** 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 transaction did Equity Residential (EQR) report for Michael L. Manelis?

Equity Residential reported that Executive Vice President & COO Michael L. Manelis sold 2,429 common shares of beneficial interest. The shares were sold in an open-market transaction at a price of $63.56 per share, according to the Form 4 filing details.

Why did Equity Residential (EQR) COO Michael Manelis sell 2,429 shares?

The 2,429-share sale by COO Michael Manelis was made to pay tax liabilities arising from the vesting of restricted shares. A filing footnote clarifies that the transaction was tax-related rather than a discretionary portfolio move, providing context for the reported open-market sale.

How many Equity Residential (EQR) shares does Michael Manelis own after the reported sale?

After the sale, Michael Manelis directly owned 43,702 common shares of beneficial interest, including restricted shares scheduled to vest later. He also indirectly owned 1,326 additional shares held by Principal Trust Company as trustee of Equity Residential’s Supplemental Executive Retirement Plan for his benefit.

How are Michael Manelis’s indirect Equity Residential (EQR) holdings structured?

Michael Manelis’s indirect holdings consist of 1,326 common shares owned by Principal Trust Company as trustee of Equity Residential’s Supplemental Executive Retirement Plan. These shares are held for his benefit, meaning they are part of his overall economic interest but classified as indirect ownership in the filing.

Was the Equity Residential (EQR) insider sale by Michael Manelis part of a retirement or benefit plan?

The reported sale itself covered tax liabilities from vesting restricted shares, not a retirement plan distribution. However, the filing notes a separate indirect holding of 1,326 shares in the company’s Supplemental Executive Retirement Plan, held by Principal Trust Company as trustee for his benefit.