EQR COO reports stock grants and share sale

Equity Residential Executive Vice President and COO Michael L. Manelis reported multiple equity compensation transactions.

Rhea-AI Filing Summary

Equity Residential Executive Vice President and COO Michael L. Manelis reported multiple equity compensation transactions. On February 9, 2026 he acquired 12,010 restricted common shares at $0, bringing his direct common share holdings to 51,896, and received grants of 43,542 non-qualified stock options at an exercise price of $64.67 and 6,416 Restricted Units linked to partnership interests, all scheduled to vest between 2027 and 2029. On February 10, 2026 he sold 5,765 common shares at $65.13 per share to pay tax liabilities from vesting, leaving 46,131 directly held common shares and 1,326 additional shares held indirectly in a SERP account.

Insider Trade Summary

Net Seller: 5,765 shares

Net Sell 5 txns

Insider Manelis Michael L

Role Executive Vice President & COO

Sold 5,765 shs ($375K)

Type	Security	Shares	Price	Value
Sale	Common Shares Of Beneficial Interest	5,765	$65.13	$375K
Grant/Award	Non-qualified Stock Option (Right to Buy)	43,542	$0.00	$0.00
Grant/Award	Restricted Units	6,416	$0.00	$0.00
Grant/Award	Common Shares Of Beneficial Interest	12,010	$0.00	$0.00
holding	Common Shares Of Beneficial Interest	--	--	--

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 43,542 contracts (Direct); Restricted Units — 6,416 contracts (Direct); Common Shares Of Beneficial Interest — 46,131 shares (Direct); Common Shares Of Beneficial Interest — 1,326 shares (Indirect, SERP Account)

Footnotes (8)

1. F1. Represents restricted shares scheduled to vest on February 9, 2029.
2. F2. Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
3. F3. Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.
4. F4. 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.
5. F5. Represents share options scheduled to vest in three equal installments on February 9, 2027, February 9, 2028 and February 9, 2029.
6. F6. 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.
7. F7. 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.
8. F8. The Restricted Units are scheduled to vest on February 9, 2029.

FAQ

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

What did EQR Executive Vice President and COO Michael Manelis acquire in this Form 4 filing?

Michael Manelis received 12,010 restricted common shares, 43,542 non-qualified stock options, and 6,416 Restricted Units on February 9, 2026. These awards form part of Equity Residential’s long-term compensation program and vest between 2027 and 2029, subject to stated vesting conditions.

How many Equity Residential (EQR) shares did Michael Manelis sell and at what price?

He sold 5,765 common shares of beneficial interest at a price of $65.13 per share on February 10, 2026. According to the disclosure, this sale was made to cover tax liabilities incurred upon the vesting of restricted shares previously granted.

What are the vesting terms of the stock options granted to EQR’s Michael Manelis?

The 43,542 non-qualified stock options granted at an exercise price of $64.67 per share are scheduled to vest in three equal installments on February 9, 2027, February 9, 2028, and February 9, 2029, providing staged future exercisability over those years.

What are the Restricted Units granted to Michael Manelis by Equity Residential (EQR)?

He received 6,416 Series 2026B Restricted Units tied to ERP Operating Limited Partnership interests instead of restricted shares. These units, including any resulting OP Units, are scheduled to vest on February 9, 2029, and may be exchangeable for common shares or cash, at the company’s option.

How many Equity Residential (EQR) shares does Michael Manelis own after these transactions?

After the reported transactions, he directly holds 46,131 common shares of beneficial interest and indirectly holds 1,326 additional shares in a SERP account. The indirect shares are held by Principal Trust Company as trustee for his benefit under the Supplemental Executive Retirement Plan.

How are the restricted common shares reported in this EQR Form 4 scheduled to vest?

The 12,010 restricted common shares acquired on February 9, 2026 are scheduled to vest on February 9, 2029. The filing also notes that his direct share total includes restricted shares of Equity Residential scheduled to vest in the future under existing grant terms.

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Accepted by SEC EDGAR 02/11/2026 - 04:31 PM Learn about SEC filing dates

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
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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^*

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)
02/09/2026

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		12,010(1)	A	$0	51,896(2)	D
Common Shares Of Beneficial Interest	02/10/2026		S		5,765(3)	D	$65.13	46,131(2)	D
Common Shares Of Beneficial Interest								1,326(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
Non-qualified Stock Option (Right to Buy)	$64.67	02/09/2026		A		43,542		(5)	02/09/2036	Common Shares Of Beneficial Interest	43,542	$0	43,542	D
Restricted Units(6)	(7)	02/09/2026		A		6,416		(8)	02/09/2036	Common Shares Of Beneficial Interest	6,416	$0	6,416	D

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.

5. Represents share options scheduled to vest in three equal installments on February 9, 2027, February 9, 2028 and February 9, 2029.

6. 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.

7. 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.

8. 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.
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