Equity Residential (EQR) COO gets new restricted shares and partnership units

Rhea-AI Filing Summary

Equity Residential Executive Vice President & COO Michael L. Manelis reported new equity awards tied to the company’s 2023 Long-Term Incentive Plan. On January 16, 2026, he acquired 13,105 common shares of beneficial interest at $0, described as restricted shares that are scheduled to vest on February 9, 2026. After this award, he beneficially owns 39,886 common shares directly, which includes other restricted shares that are scheduled to vest in the future.

On the same date, he also acquired 13,642 restricted limited partnership interests (RUs) in ERP Operating Limited Partnership, the operating partnership of Equity Residential. These RUs are scheduled to vest on February 9, 2026 and are designed to automatically convert into operating partnership units once certain tax-related capital account targets are met. Subject to vesting and other conditions, those operating partnership units can be exchanged on a one-for-one basis for Equity Residential common shares or their cash value at the company’s option. In addition, he is credited with 1,326 common shares held indirectly in a SERP account managed by Principal Trust Company.

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)
01/16/2026

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	01/16/2026		A		13,105(1)	A	$0	39,886(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
Restricted Units(4)	(5)	01/16/2026		A		13,642		(6)	01/01/2033	Common Shares Of Beneficial Interest	13,642	$0	13,642	D

Explanation of Responses:

1. Represents restricted shares of Equity Residential (the "Company") issued in connection with the settlement of an award under the Company's 2023 Long-Term Incentive Plan which are scheduled to vest on February 9, 2026.

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.

4. Represents restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), retained in connection with the settlement of an award under the Company's 2023 Long-Term Incentive Plan.

5. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("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 conditions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or 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.

6. The RUs are scheduled to vest on February 9, 2026.

	/s/ Samantha Thompson, Attorney-in-fact	01/21/2026
	** 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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FAQ

What insider activity did Equity Residential (EQR) report for Michael L. Manelis?

On January 16, 2026, Equity Residential Executive Vice President & COO Michael L. Manelis reported acquiring 13,105 restricted common shares of beneficial interest and 13,642 restricted limited partnership interests (RUs) in ERP Operating Limited Partnership under the company’s 2023 Long-Term Incentive Plan.

How many Equity Residential (EQR) shares does Michael L. Manelis own after this Form 4?

Following the reported transactions, Michael L. Manelis beneficially owns 39,886 common shares of Equity Residential directly, which includes restricted shares scheduled to vest in the future, plus 1,326 common shares held indirectly in a SERP account.

When do the new Equity Residential (EQR) restricted awards for Michael L. Manelis vest?

Both the 13,105 restricted common shares and the 13,642 restricted limited partnership interests (RUs) reported for Michael L. Manelis are scheduled to vest on February 9, 2026.

What are the restricted units (RUs) reported by Equity Residential (EQR) for Michael L. Manelis?

The filing describes the 13,642 RUs as restricted limited partnership interests in ERP Operating Limited Partnership. They can automatically convert into an equal number of operating partnership units when a specified capital account target is reached, and, subject to vesting and conditions, those units can be exchanged one-for-one for Equity Residential common shares or their cash value at the company’s option.

Were the Equity Residential (EQR) awards to Michael L. Manelis part of a long-term incentive plan?

Yes. The filing states that the restricted shares and RUs reported for Michael L. Manelis were issued or retained in connection with the settlement of an award under Equity Residential’s 2023 Long-Term Incentive Plan.

How are some of Michael L. Manelis’s Equity Residential (EQR) shares held indirectly?

The Form 4 explains that 1,326 common shares are owned by Principal Trust Company as Trustee of the Equity Residential Supplemental Executive Retirement Plan (SERP) for the benefit of Michael L. Manelis, and these are reported as indirectly held.