Vivmark Residential (VMRK) 10-K risk factor changes: FY2025 vs FY2024

If one or more of [removed: these] [added: our] markets is unfavorably impacted by specific geopolitical and/or economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or rent stabilization laws, other similar regulations, or localized environmental and climate issues, the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse.

Additionally, to the extent that [removed: these] [added: our] markets or submarkets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.

As a result, we may not be able to reconfigure our [removed: portfolio, including the diversification of our] portfolio [removed: into the Expansion Markets,] as promptly as desired or as quickly in response to changing economic or other conditions.

We [removed: intend to] actively acquire, develop and renovate multifamily operating properties as part of our business strategy.

Furthermore, we have in the past and may in the future decide to invest in new markets [removed: outside of our existing Established Markets] [added: and/or product types] by acquiring and/or developing properties in accordance with the Company's long-term investment strategy.

Our historical experience [removed: in our Established Markets] does not ensure that we will be able to operate successfully in new markets, should we choose to enter them.

[removed: Entering into] [added: Investing in] new markets [added: and/or new product types] may expose us to a variety of risks, including an inability to accurately evaluate local market conditions and local economies, to identify appropriate acquisition and/or development opportunities, to hire and retain key personnel and a lack of familiarity with local governmental regulations.

We have experienced and may continue to experience [added: changes in local market conditions and/or] an increase in [added: financing or construction] costs due to general [removed: disruptions that affect the cost of labor and/or materials,] [added: disruptions,] such as supply chain disruptions, trade disputes, tariffs, immigration issues, labor unrest, geopolitical conflicts or other factors that create inflationary pressures.

We [added: have abandoned and] may [added: continue to] abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover costs already incurred in exploring those opportunities, potentially causing an impairment charge.

Our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests; [removed: and]

The possibility that our partner is either unable to or unwilling to complete their contractual development [removed: activities.][added: or other activities; and]

If our Non-Residential tenants experience financial distress or bankruptcy, [added: as some have in the past,] they may fail to comply with their contractual obligations, seek concessions, such as rent abatements and deferrals, in order to continue operations or cease their operations, any or all of which could lead us to record a non-cash write-off of a tenant's straight-line rent receivable [removed: (like we did in 2023 due to the Rite Aid bankruptcy)] and could adversely impact our results of operations and financial condition.

*Corporate responsibility, specifically related to sustainability efforts, may [removed: impose additional costs and] expose us to new risks.*

We have [removed: developed] [added: developed/instituted] and may continue to [removed: develop] [added: develop/institute technology-based] initiatives that are intended to serve our customers better and operate more [removed: efficiently, including “smart home” technology and self-service options that are accessible to residents through smart devices or otherwise.][added: efficiently.]

We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as expected, which could adversely affect our business, results of operations, cash flows and financial [removed: condition.​][added: condition.]

In addition, a downgrade below investment grade would likely cause us to lose access to the commercial paper market and would require us to post cash collateral [added: and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.]

*The adoption of, or changes in, rent [removed: control or] [added: control,] rent [removed: stabilization regulations and] [added: stabilization,] eviction [removed: restrictions] [added: and/or other regulations/restrictions] could have an adverse effect on our operations and property values.*

In part due to increasing pressure from advocacy groups, a growing number of state and local governments [added: (including at times the federal government)] have enacted and may continue to consider enacting and/or expanding rent control, rent stabilization, eviction moratoriums or other regulations that restrict the methods and strategies by which we operate our business.

Further, laws and regulations at the federal, state and local level requiring climate-related disclosures, including [removed: the rules proposed by the SEC and the] legislation [removed: recently] enacted in the State of California, may increase compliance and data collection costs if and/or when such laws and regulations become effective.

While we believe the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition of [removed: property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction.]

To the extent [removed: the REIT does not] [added: we] distribute [removed: all of its net capital gain, or distributes] at least 90%, but less than [removed: 100%] [added: 100%,] of [removed: its] [added: our] REIT taxable income, [removed: it] [added: we] will be [removed: required] [added: subject] to [removed: pay] [added: tax at] regular [removed: U.S. federal income] [added: corporate] tax [added: rates] on the [removed: undistributed amount at corporate rates.][added: retained portion.]

To facilitate maintenance of our REIT qualification, [added: the ownership limit in] our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than [removed: five percent] [added: 5%] of the lesser of the number or value of any outstanding class of common or preferred [removed: shares (the “Ownership Limit”).][added: shares.]

[removed: To] [added: However, to] reduce the ability of the Board [added: of Trustees] to use the [removed: Ownership Limit] [added: ownership limit] as an anti-takeover device, the [removed: Company’s Ownership Limit requires, rather than permits, the] Board [added: of Trustees is required] to grant a waiver of the [removed: Ownership Limit] [added: ownership limit] if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company’s status as a REIT.

*Certain provisions of [added: our Declaration of Trust and Bylaws and] Maryland law [added: and certain REIT tax requirements] could inhibit changes in control.*

These risks have increased due to increased reliance on [added: cloud-based applications,] remote working and other electronic interactions with our current and prospective residents.

Despite the fact that we monitor and perform a comprehensive review of businesses that we contract with that represent a cybersecurity risk to the organization, the systems of these third-party service providers may contain defects in design or other problems that could unexpectedly compromise personally [added: identifiable information or lead to other types of cyber breaches.]

We have incorporated and may continue to incorporate the use of generative [added: and/or agentic] artificial intelligence ("AI") within our business, and these solutions and features may become more important to our operations or to our future growth over time.

These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, antitrust, employment, environmental, development, condominium conversion, [added: privacy,] tort, eviction and commercial legal issues.

These self-insurance retentions can be a material portion of insurance losses in [added: excess of the base deductibles.]

While the Company has [removed: previously] [added: at times] purchased incremental insurance coverage in the event of multiple non-catastrophic occurrences within the same policy year, [removed: these substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses and] [added: there can be no assurance that] this additional coverage [removed: may not] [added: will] be available at all or on commercially reasonable terms [added: or that the Company will decide to purchase it] in the future.

Certain provisions of our Declaration of Trust and Bylaws [added: and Maryland law and certain REIT tax requirements] may delay or prevent a change in control of the Company or other transactions that could provide [removed: the] [added: our] security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders.

[removed: The] [added: While our existing preferred shares/preference units do not have all of the above provisions, our Declaration of Trust authorizes our] Board of Trustees [removed: may use its powers] to issue preferred shares and [removed: to] set the terms of such [removed: securities to delay] [added: securities, which could have the effect of delaying] or [removed: prevent] [added: preventing] a change in control of the Company even if a change in control were in the interest of [removed: the] [added: our] security holders.

The Company's properties are primarily concentrated in the major coastal markets of Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, diversified by a targeted presence in Denver, Atlanta, Dallas/Ft.

Worth and Austin.

The risk that our partner may transfer its interest to a third party whose financial condition, reputation or business goals increase our overall risk profile or are incompatible with our investment strategy.

In recent years, certain initiatives relating to corporate responsibility matters, such as workplace inclusion and diversity, have attracted negative commentary and attention, which could expose the Company to additional risks.

This includes any disruptions that may occur as a result of the potential privatization of the currently government sponsored organizations, Fannie Mae and Freddie Mac, which are major lenders to the apartment industry.

property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction.

*REIT distribution requirements could limit our available cash.*

As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth.

We generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income taxes.

We intend to make distributions to our shareholders to comply with the requirements of the Code.

However, differences in timing between the recognition of taxable income and the actual receipt of cash and/or nondeductible expenditures could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.

These provisions include:

Certain provisions of Maryland law prohibit certain “business combinations” between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our securities or an affiliate thereof or an affiliate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting securities at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose special shareholder voting requirements on these business combinations, unless certain fair price requirements are satisfied.

The rapid evolution and increased adoption of artificial intelligence technologies, by us and our third-party service providers, may also heighten our cybersecurity risks by making cyber attacks more difficult to detect, contain and mitigate.

Future regulations could impose restrictions on the use of these technologies or require us to implement costly compliance measures.

Finally, public perception of new technologies (including AI), such as concerns about data privacy and algorithmic bias, could affect customer acceptance of technology-driven services, which could harm our reputation and business.

These substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses.

While the Company continues to diversify its portfolio with the addition of the Expansion Markets, the Company’s properties are still predominantly concentrated in our Established Markets (generally within certain dense urban and suburban submarkets).

This includes any disruptions that may occur as a result of the potential

privatization of the currently government sponsored organizations, Fannie Mae and Freddie Mac.

and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.

In addition, the federal government has recently considered imposing rent regulations on multifamily properties secured by government-sponsored debt.

*Distribution requirements may limit our flexibility to manage our portfolio.*

In order to maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains.

In addition, we will be subject to a 4% nondeductible excise tax on amounts, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our net capital gains and 100% of our undistributed income from prior years.

We may not have sufficient cash or other liquid assets to meet the 90% distribution requirement.

We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received.

We may incur a reduction in tax depreciation without a reduction in capital expenditures.

Difficulties in meeting the 90% distribution requirement might arise due to competing demands for our funds or due to timing differences between tax reporting and cash distributions, because deductions may be disallowed, income may be reported before cash is received, expenses may have to be paid before a deduction is allowed or because the IRS may make a determination that adjusts reported income.

In addition, gain from the sale of property may exceed the amount of cash received on a leverage-neutral basis.

If we do not dispose of our properties through tax deferred transactions, we may be required to distribute the gain proceeds to shareholders or pay income tax.

If we fail to satisfy the 90% distribution requirement and are unable to cure the deficiency, we would cease to be taxed as a REIT, resulting in substantial tax-related liabilities.

*We have a share ownership limit for REIT tax purposes.*

Absent an exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder’s rights to distributions and to vote would terminate.

A transfer of Shares may automatically be deemed void if it causes a person to violate the Ownership Limit.

The Ownership Limit could delay or prevent a change in control and, therefore, could affect our security holders’ ability to realize a premium over the then-prevailing market price for their Shares.

Certain provisions of Maryland law applicable to REITs prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate

who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the Company’s outstanding voting securities (an “Interested Shareholder”), or with an affiliate of an Interested Shareholder.

These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder.

After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares.

identifiable information or lead to other types of cyber breaches.

excess of the base deductibles.

*Provisions of our Declaration of Trust and Bylaws could inhibit changes in control.*

This includes the Ownership Limit described above.

While our existing preferred shares/preference units do not have all of these provisions, any future series of preferred shares/preference units may have certain voting provisions that could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders.

These requirements could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders.

[added: #] See Item 1, *Business*, for discussion regarding the Company’s business objectives and operating and investing strategies.

[removed: 2023] [added: 2024] and [removed: 2024] [added: 2025] Transactions

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2024:][added: 2025:]

| Consolidated Rental Properties | | | [removed: 2] [added: 9] | | | | [removed: 577] [added: 2,439] | | | $ | [removed: 189,734] [added: 636,843] | | | | 5.1 | % |

| Completed Developments – Consolidated | | | [removed: 1] [added: 2] | | | | [removed: 312] [added: 495] | | | | | | | | | |

| Configuration Changes | | | — | | | | [removed: 11] [added: 25] | | | | | | | | | |

The consolidated properties acquired in [removed: 2023] [added: 2025] are located in the Atlanta [removed: (3)] [added: (8)] and [removed: Denver markets;][added: Dallas/Ft.]

The property is now wholly [removed: owned.][added: owned;]

Worth (5) and Denver (5) markets; [removed: and]

[removed: In 2024, the Company acquired] [added: Acquired] its joint venture partner's 8.0% interest in a 312-unit apartment property [added: in 2024,] located in the Washington, D.C. [removed: market] [added: market,] for $3.1 million in cash.

The consolidated properties disposed of in [removed: 2023] [added: 2024] were located in the [removed: Los Angeles (8),] [added: Boston, Orange County, San Francisco (3), Washington, D.C. (5),] Seattle (2) and San [removed: Francisco] [added: Diego] markets; [removed: and]

[removed: The Company stabilized] [added: Completed construction on] one [removed: consolidated] [added: unconsolidated] apartment property during [removed: 2023,] [added: 2025,] located in the [removed: San Francisco] [added: New York] market, consisting of [removed: 200] [added: 450] apartment units totaling approximately [removed: $116.4] [added: $201.2] million of development [removed: costs;][added: costs.]

[removed: The Company] [added: Previously] entered into two separate unconsolidated joint ventures [removed: during 2023] for the purpose of developing vacant land parcels in the Boston and Seattle markets.

[removed: The Company completed] [added: Completed] construction on four unconsolidated apartment properties during 2024, located in the Denver and Dallas/Ft.

During 2024, the joint ventures acquired their respective land parcels for the total purchase price listed [removed: above.][added: above; and]

Comparison of the year ended December 31, [removed: 2024] [added: 2025] to the year ended December 31, [removed: 2023][added: 2024]

The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, [removed: 2024] [added: 2025] as compared to the same period in [removed: 2023:][added: 2024:]

| Diluted earnings per share/unit for full year [removed: 2023] [added: 2025] | | $ | [removed: 2.20] [added: 2.94] | |

| Property NOI | | | [removed: 0.18] [added: 0.15] | |

| Interest expense | | | [removed: (0.04] [added: (0.05] | ) |

| Corporate overhead (1) | | | [removed: (0.04] [added: (0.01] | ) |

| Net gain/loss on property sales | | | [removed: 0.68] [added: 0.21] | |

| Other | | | [removed: (0.09] [added: 0.09] | [removed: )] |

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | $ Change | | | | % Change | | |

| Net income | | $ | [removed: 1,070,975] [added: 1,151,949] | | | $ | [removed: 868,488] [added: 1,070,975] | | | $ | [removed: 202,487 | | | | 23.3] [added: 868,488] | [removed: %] |

| General and administrative | | | [removed: 61,653] [added: 65,280] | | | | [removed: 60,716] [added: 61,653] | | | | [removed: 937] [added: 3,627] | | | | [removed: 1.5] [added: 5.9] | % |

| Depreciation | | | [removed: 952,191 | | | | 888,709] [added: 1,010,400] | | | | [removed: 63,482] [added: 952,191] | | | | [removed: 7.1] [added: 888,709] | [removed: %] |

| Net (gain) loss on sales of real estate properties | | | [removed: (546,797] [added: (626,388] | ) | | | [removed: (282,539] [added: (546,797] | ) | | | [removed: (264,258] [added: (282,539] | ) | [removed: | | 93.5 | % |]

| Interest and other income | | | [removed: (30,329] [added: (52,440] | ) | | | [removed: (22,345] [added: (30,329] | ) | | | [removed: (7,984] [added: (22,111] | ) | | | [removed: 35.7] [added: 72.9] | % |

| Amortization of deferred financing costs | | | [removed: 7,834] [added: 8,768] | | | | [removed: 8,941] [added: 7,834] | | | | [removed: (1,107] [added: 934] | [removed: )] | | | [removed: (12.4] [added: 11.9] | [removed: )%] [added: %] |

| Income and other tax expense (benefit) | | | [removed: 1,256] [added: 1,585] | | | | [removed: 1,148] [added: 1,256] | | | | [removed: 108] [added: 329] | | | | [removed: 9.4] [added: 26.2] | % |

| (Income) loss from investments in unconsolidated entities | | | [removed: 8,974] [added: 18,915] | | | | [removed: 5,378] [added: 8,974] | | | | [removed: 3,596] [added: 9,941] | | | | [removed: 66.9] [added: 110.8] | % |

Utilities – [removed: A $3.4] [added: An $11.3] million increase primarily driven by higher [removed: water,] [added: commodity prices, higher] sewer and trash [removed: expense, partially offset by lower commodity prices for gas] [added: rates] and [removed: electric;] [added: higher water usage in Southern California;] and

Non-same store/other NOI results consist primarily of properties acquired in calendar years [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] operations from the Company’s development properties, other corporate operations and operations prior to disposition from [removed: 2023 and] 2024 [added: and 2025] sold properties.

The increase in NOI is primarily a result of the Company's [added: 2025 and significant second half of 2024] net acquisition [removed: activity during 2024.][added: activity, which is positively impacting 2025 results.]

The increase in consolidated total NOI is [removed: primarily] a result of the Company’s higher NOI from [added: non-same store properties as noted above and higher NOI from] same store properties, largely due to improvement in same store revenues [removed: as noted above] and the Company's continued focus [removed: on same store expense efficiency.]

The increase during the year ended December 31, [removed: 2024] [added: 2025] as compared to [removed: 2023] [added: 2024] is primarily attributable to increases in [removed: payroll-related costs,] [added: training and marketing expenses,] information technology expenses and legal and professional [removed: fees.][added: fees, partially offset by decreases in workforce/contractors costs and payroll-related costs.]

General and administrative expenses, which include corporate operating expenses, increased during the year ended December 31, [removed: 2024] [added: 2025] as compared to [removed: 2023,] [added: 2024,] primarily due to increases in [removed: legal and professional fees] [added: payroll-related costs] and other public company [removed: costs, partially offset by decreases in payroll-related] costs.

Depreciation expense increased during the year ended December 31, [removed: 2024] [added: 2025] as compared to [removed: 2023,] [added: 2024,] primarily as a result of additional depreciation expense on properties acquired in [removed: 2023 and] 2024 and [added: 2025 and] development properties placed in service during [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] partially offset by lower depreciation from properties sold in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Net gain on sales of real estate properties increased during the year ended December 31, [removed: 2024] [added: 2025] as compared to [removed: 2023,] [added: 2024,] primarily as a result of a [removed: significantly] higher dollar sales volume and the mix of properties sold in [removed: 2024] [added: 2025] vs. [removed: 2023.][added: 2024.]

| Consolidated Land Parcels | | | — | | | | — | | | $ | 22,847 | | | | | |

| Consolidated Rental Properties | | | (11 | ) | | | (2,468 | ) | | $ | (1,122,061 | ) | | | (5.4 | )% |

| Consolidated Land Parcels | | | — | | | | — | | | $ | (4,300 | ) | | | | |

| Unconsolidated Land Parcels | | | — | | | | — | | | $ | (8,813 | ) | | | | |

| Completed Developments – Unconsolidated | | | 1 | | | | 450 | | | | | | | | | |

| 12/31/2025 | | | 312 | | | | 85,190 | | | | | | | | | |

Worth markets; and

The consolidated land parcels acquired in 2025 are located in the Atlanta (2) market.

The consolidated properties disposed of in 2025 were located in the Boston (2), Los Angeles (2), New York, San Diego,

Seattle (4) and Washington, D.C. markets; and

The consolidated land parcel disposed of in 2025 was located in the New York market.

Completed construction on two wholly owned consolidated apartment properties during 2025, located in the San Francisco and Denver markets, consisting of an aggregate of 495 apartment units totaling approximately $237.8 million of development costs; and

Acquired its joint venture partners' interests (ranging from 10% to 25%) in three previously unconsolidated properties, consisting of an aggregate of 966 apartment units, in 2025, located in the Dallas/Ft.

Worth (2) and Denver markets, for approximately $16.4 million in cash and also contributed approximately $151.9 million for the respective joint ventures to repay the construction loans encumbering the properties, one of which was held by the Company.

The properties are now wholly owned.

| Net income | | $ | 1,151,949 | | | $ | 1,070,975 | | | $ | 80,974 | | | | 7.6 | % |

| Property management | | | 133,369 | | | | 132,739 | | | | 630 | | | | 0.5 | % |

| Depreciation | | | 1,010,400 | | | | 952,191 | | | | 58,209 | | | | 6.1 | % |

| Other expenses | | | 60,485 | | | | 74,051 | | | | (13,566 | ) | | | (18.3 | )% |

| Expense incurred, net | | | 306,798 | | | | 285,735 | | | | 21,063 | | | | 7.4 | % |

| Net (gain) loss on sales of land parcels | | | 80 | | | | — | | | | 80 | | | | 100.0 | % |

| Total NOI | | $ | 2,078,801 | | | $ | 2,018,282 | | | $ | 60,519 | | | | 3.0 | % |

| Same store | | $ | 2,821,804 | | | $ | 2,749,354 | | | $ | 72,450 | | | | 2.6 | % |

| Non-same store/other | | | 272,155 | | | | 230,754 | | | | 41,401 | | | | 17.9 | % |

| Total rental income | | | 3,093,959 | | | | 2,980,108 | | | | 113,851 | | | | 3.8 | % |

| Same store | | | 904,887 | | | | 872,799 | | | | 32,088 | | | | 3.7 | % |

| Non-same store/other | | | 110,271 | | | | 89,027 | | | | 21,244 | | | | 23.9 | % |

| Total operating expenses | | | 1,015,158 | | | | 961,826 | | | | 53,332 | | | | 5.5 | % |

| Same store | | | 1,916,917 | | | | 1,876,555 | | | | 40,362 | | | | 2.2 | % |

| Non-same store/other | | | 161,884 | | | | 141,727 | | | | 20,157 | | | | 14.2 | % |

| Total NOI | | $ | 2,078,801 | | | $ | 2,018,282 | | | $ | 60,519 | | | | 3.0 | % |

The comparison discussions provided below detail the changes in results for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Real estate taxes – An $8.1 million increase due to escalation in rates and assessed values;

Repairs and maintenance – A $6.2 million increase primarily driven by costs associated with the implementation of various resident technology initiatives (including bulk Wi-Fi programs).

on same store expense efficiency.

| Los Angeles | | | 13,834 | | | | 17.5 | % | | $ | 2,976 | | | | 95.8 | % | | | 40.6 | % | | | 1.3 | % | | | 0.2 | % | | | (2.5 | %) |

| Orange County | | | 3,718 | | | | 5.4 | % | | | 2,987 | | | | 96.4 | % | | | 36.8 | % | | | 2.1 | % | | | 0.5 | % | | | (1.4 | %) |

| San Diego | | | 2,217 | | | | 3.6 | % | | | 3,305 | | | | 96.3 | % | | | 42.7 | % | | | 2.2 | % | | | 0.3 | % | | | 0.4 | % |

| Subtotal – Southern California | | | 19,769 | | | | 26.5 | % | | | 3,015 | | | | 96.0 | % | | | 40.1 | % | | | 1.5 | % | | | 0.3 | % | | | (2.0 | %) |

| San Francisco | | | 11,111 | | | | 17.0 | % | | | 3,448 | | | | 96.9 | % | | | 39.6 | % | | | 3.8 | % | | | 0.8 | % | | | (4.5 | %) |

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 12/31/2022 | | | 308 | | | | 79,597 | | | | | | | | | |

| Consolidated Rental Properties – Not Stabilized | | | 2 | | | | 606 | | | $ | 176,600 | | | | 5.9 | % |

| Consolidated Rental Properties | | | (11 | ) | | | (912 | ) | | $ | (379,893 | ) | | | (5.5 | )% |

In 2023, the Company acquired its joint venture partner's 10.0% interest in a 200-unit apartment property located in the San Francisco market for $4.6 million, of which the Company paid $3.7 million in cash and ERPOP issued $0.9 million of 3.00% Series Q Preference Units.

The Company also repaid $64.7 million of mortgage debt at par prior to maturity in conjunction with the buyout;

The Company also repaid $67.9 million of the joint venture construction mortgage debt during 2023.

The consolidated properties disposed of in 2024 were located in the Boston, Orange County, San Francisco (3), Washington, D.C. (5), Seattle (2) and San Diego markets.

The Company completed construction on one consolidated apartment property during 2023, located in the Washington, D.C. market, consisting of 312 apartment units totaling approximately $108.0 million of development costs;

The Company spent approximately $78.2 million during 2023, primarily for consolidated development projects;

The Company commenced construction on one partially owned consolidated apartment property during 2024, located in the Boston market, consisting of 440 apartment units totaling approximately $232.2 million of expected development costs;

The Company stabilized one partially owned consolidated apartment property during 2024, located in the Washington, D.C. market, consisting of 312 apartment units totaling approximately $106.0 million of development costs; and

The Company spent approximately $129.8 million during 2024, primarily for consolidated development projects.

The Company’s total investment in these two joint ventures was approximately $4.9 million as of December 31, 2023;

The Company spent approximately $42.8 million during 2023, primarily for unconsolidated development projects;

The Company spent approximately $103.8 million during 2024, primarily for unconsolidated development projects; and

The Company previously entered into two separate unconsolidated joint ventures for the purpose of developing vacant land parcels in the Boston and Seattle markets.

The Company commenced construction on these two apartment properties, which are expected to contain 639 total apartment units.

Total expected development cost for these projects is $307.2 million, and the Company's total investment in these two joint ventures is approximately $90.9 million as of December 31, 2024.

(1)

| Property management | | | 132,739 | | | | 119,804 | | | | 12,935 | | | | 10.8 | % |

| Other expenses | | | 74,051 | | | | 29,419 | | | | 44,632 | | | | 151.7 | % |

| Expense incurred, net | | | 285,735 | | | | 269,556 | | | | 16,179 | | | | 6.0 | % |

| Total NOI | | $ | 2,018,282 | | | $ | 1,947,275 | | | $ | 71,007 | | | | 3.6 | % |

| Same store | | $ | 2,823,418 | | | $ | 2,740,193 | | | $ | 83,225 | | | | 3.0 | % |

| Non-same store/other | | | 156,690 | | | | 133,771 | | | | 22,919 | | | | 17.1 | % |

| Total rental income | | | 2,980,108 | | | | 2,873,964 | | | | 106,144 | | | | 3.7 | % |

| Same store | | | 894,477 | | | | 869,635 | | | | 24,842 | | | | 2.9 | % |

| Non-same store/other | | | 67,349 | | | | 57,054 | | | | 10,295 | | | | 18.0 | % |

| Total operating expenses | | | 961,826 | | | | 926,689 | | | | 35,137 | | | | 3.8 | % |

| Same store | | | 1,928,941 | | | | 1,870,558 | | | | 58,383 | | | | 3.1 | % |

| Non-same store/other | | | 89,341 | | | | 76,717 | | | | 12,624 | | | | 16.5 | % |

Real estate taxes – An $11.2 million increase due to escalation in rates and assessed values including an approximately one percentage point contribution to growth from 421-a tax abatement burnoffs in New York City.

Once the burnoffs are completed, previously rent-restricted apartment units will transition to market;

Other on-site operating expenses – A $3.4 million increase primarily driven by higher property-related legal expenses;

Insurance – A $3.3 million increase due to higher premiums on property insurance renewal due to conditions in the insurance market that while less difficult than recent years, remain challenging;

Repairs and maintenance – A $2.3 million increase primarily driven by higher minimum wage on contracted services, partially offset by lower resident Turnover compared to the same period of 2023.

| Los Angeles | | | 14,136 | | | | 17.7 | % | | $ | 2,933 | | | | 95.6 | % | | | 43.3 | % | | | 2.5 | % | | | 0.3 | % | | | (1.2 | %) |

| Orange County | | | 3,718 | | | | 5.3 | % | | | 2,925 | | | | 95.9 | % | | | 38.2 | % | | | 3.7 | % | | | (0.4 | %) | | | 0.6 | % |

[removed: The] [added: As of December 31, 2025 and 2024, the] Company had total variable rate debt of $0.8 billion, representing 9.5% of total [removed: debt, and $0.6 billion, representing 8.7% of total debt, as of December 31, 2024 and 2023, respectively.][added: debt for both periods.]

If interest rates had been 100 basis points higher in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and average balances coincided with year end balances, our annual interest expense would have been $7.7 million [removed: and $6.4 million higher, respectively.][added: higher for both periods.]

As of December 31, [removed: 2023,] [added: 2025,] the Company had total outstanding fixed rate debt of [removed: $6.7] [added: $7.4] billion, or [removed: 91.3%] [added: 90.5%] of total debt, with an estimated fair market value of [removed: $6.2] [added: $7.1] billion.

If interest rates had been 100 basis points lower as of December 31, [removed: 2023,] [added: 2025,] the estimated fair market value would have increased by approximately [removed: $411.2] [added: $394.7] million.

[added: The Company, a member of the S&P 500, owns and manages rental properties in dynamic metro areas across the U.S.] ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.

EQR is the general partner of, and as of December 31, [removed: 2024] [added: 2025] owned an approximate [removed: 97.0%] [added: 97.6%] ownership interest in, ERPOP.

The Company is one of the largest U.S. publicly-traded owners and operators of high quality rental apartment properties, with [removed: an established presence] [added: a primary concentration] in [added: the major coastal markets of] Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, [removed: and an expanding] [added: diversified by a targeted] presence in Denver, Atlanta, Dallas/Ft.

We believe that both the locations of our properties and the cost of renting versus home ownership in these markets are attractive to these affluent knowledge workers (who often choose to rent for lifestyle reasons and due to a lack of home [removed: affordability)] [added: affordability and availability)] that we hope to convert into satisfied long-term residents.

Our business benefits from elevated single family home ownership costs which makes renting more attractive, positive household formation trends, residents choosing a [added: longer-term] rental lifestyle for greater flexibility in living arrangements and the overall deficit in housing across the country, especially in the areas in which we are investing.

Our well-located communities provide an exceptional experience for our residents [removed: around] [added: in] dynamic [removed: cities] [added: metro areas across the U.S.] that we believe will continue to attract long-term renters who are highly educated, well employed and earn high incomes.

[removed: We carry this,] [added: This is] our corporate [removed: purpose,] [added: purpose and we carry it] through our relationships with our customers, our employees, our shareholders and the communities in which we operate.

It drives our [removed: commitments] [added: dedication] to sustainability, [removed: inclusion,] [added: inclusion and] the total wellbeing of our [removed: employees and] [added: employees, as well as] being a responsible corporate citizen in the communities in which we [removed: operate.][added: do business.]

The Company’s long-term strategy is to invest in apartment properties located in strategically targeted markets with the goal of generating [removed: consistent] [added: consistent, durable] and superior risk-adjusted total returns by balancing current cash flow generation with long-term capital appreciation.

Our multi-pronged investment strategy featuring acquisitions, new stand-alone and expansion developments, densifying developments and accretive renovations of existing properties is focused on optimizing and balancing our portfolio in terms of [removed: location, including between our Established Markets and Expansion Markets] [added: the markets we operate in] and between urban and suburban submarkets within those markets.

We conduct climate resilience analyses and assess the regulatory climate to identify potential risks and opportunities as part of our due diligence process for new [removed: acquisitions] [added: acquisitions, developments] and [removed: developments,] [added: capital improvements,] as well as potential markets for portfolio expansion.

Generation Z is approximately [removed: 70] [added: 71] million people born between 1997 and 2012.

Millennials are individuals born between 1981 and 1996, totaling approximately [removed: 72] [added: 74] million people, and continue to be a significant portion of the renter population.

Baby Boomers, a demographic of more than [removed: 68] [added: 67] million people born between 1946 and 1964, also may trend toward apartment rentals as they downsize and select retirement living in vibrant cities.

We deliver this performance through [removed: rapidly] [added: continuously] evolving [added: and improving] technology and innovation that is increasingly prevalent in our industry.

We use a standardized purchasing system to control our operating expenses and a business intelligence platform and other data analytics that allow our team members to quickly identify and address issues and [removed: opportunities.][added: opportunities as well as leverage the data to understand trends and predict outcomes to improve decision making and engagement of residents and employees.]

Many of these initiatives allow us to interact with our customers in a safe, responsible and convenient manner, including self-guided tours, [removed: automated] [added: artificial intelligence] responses to customer inquiries and enhanced service and maintenance management.

While we believe [removed: areas such as “smart home”] technology and [removed: others] [added: artificial intelligence enhancements] will provide the foundation for current and future improvements to how we do business, we will continue to consider the [removed: cost] [added: cost, capabilities] and longevity of technology capital investments and their benefits.

At Equity Residential, corporate responsibility is [removed: integrated into every aspect of] [added: embedded throughout] our [removed: business, as we] [added: business operations, with the] aim [removed: to minimize] [added: of reducing our] environmental impact, [removed: manage] [added: managing our] climate and environmental risks and [removed: position] [added: positioning] the Company as an attractive [added: long-term] investment.

We prioritize robust governance and transparency, operating our assets efficiently, [removed: strategically and responsibly] [added: thoughtfully] allocating capital and investing in innovative technologies and practices.

We are [removed: focused on] [added: dedicated to] creating and maintaining a sustainable portfolio [removed: with] [added: of] properties [removed: that can withstand and adapt] [added: adapted] to [added: withstand] the [removed: impacts] [added: effects] of climate change, minimizing casualty loss risk and providing [removed: stable housing] [added: a stable, comfortable and healthy environment] for our residents.

Multifamily housing is one of the most [removed: environmentally-friendly] [added: environmentally efficient] uses of real estate, as each property provides homes for hundreds of families in a denser shared environment.

We consider building locations based on walkability, [added: transit,] accessibility, neighborhoods and communities.

Our properties support amenities such as fitness centers and [added: community gathering spaces and] we select locations near retail shops, restaurants, outdoor amenities such as bike/running paths and [removed: health clubs,] [added: public parks,] enabling a [removed: low carbon footprint] [added: wellness-focused] lifestyle for our residents to live, work and play.

Equity Residential’s sustainability program actively manages environmental impacts and utility costs through optimized, financially responsible capital investments and [removed: technologies.][added: technologies which we believe increases our portfolio value.]

[removed: We methodically focus] [added: The program focuses] on energy, water, waste and emissions [added: metrics] to advance the program’s policies, targets and resilience outcomes as well as our shareholders' long-term financial interests.

As detailed [removed: below,] [added: in our Human Capital section,] we are committed to our employees’ engagement, inclusion and wellness.

Consistent with the Company's purpose and commitment to corporate responsibility [removed: concepts] in all aspects of its business, executive compensation includes a goal that focuses on corporate responsibility factors.

For additional information regarding our corporate responsibility efforts, see our [removed: 2024] [added: 2025] Corporate Responsibility Report at our website, www.equityapartments.com, which includes third-party limited assurance covering some of the environmental metrics [removed: included] [added: disclosed] in the report.

Furthermore, our annual proxy statements contain [removed: additional information on our corporate responsibility efforts, including] detailed information regarding our corporate governance practices.

[removed: These] [added: We believe these] efforts ensure [removed: that] our workforce is [removed: well-prepared] [added: equipped] to [removed: meet today’s challenges] [added: excel today] and [removed: equipped] [added: positioned] to lead the [removed: future.][added: next chapter of our company’s success.]

*Talent [removed: Development,] Attraction and Retention*

Our goal is to be competitive both within the general employment market and with our competitors in the real estate [removed: industry, with our strongest performers being paid more.][added: industry.]

[removed: During] [added: Employee performance is formally assessed biannually, and during] the year-end performance evaluation process, managers review and calibrate compensation for their team members in an effort to ensure fairness in our pay practices, while recognizing and rewarding top [removed: talent to keep them motivated.][added: talent.]

We connect with emerging real estate talent in the communities we serve, [removed: sponsor internships] [added: support internship programs] and [removed: ensure educational opportunities are accessible] [added: broaden access] to [removed: more students.][added: educational opportunities.]

Our inclusion index score of [removed: 84.4%] [added: 85%] demonstrates significant employee favorability for our initiatives and a greater sense of belonging.

[removed: *Training] [added: *Learning] and Development*

*Health, Total Rewards and [removed: Wellness*][added: Workplace Wellbeing*]

Equity Residential empowers employees to thrive across [added: the] physical, mental, financial, career, social and community dimensions of wellbeing.

By [removed: fostering] [added: cultivating] an environment where employees [added: can] bring their best selves to work, we [removed: enable impactful] [added: support meaningful] contributions to our business, culture and communities, [removed: underscoring] [added: highlighting] the [added: strong] connection between employee wellbeing and [added: long-term] organizational success.

Our climate risk program combines reviewing climate data, analyzing current and future hazard exposure and conducting local reconnaissance in an effort to ensure that we are prepared to make informed investment decisions.

The strength of our results in New York and San Francisco, two markets that did not perform well several years ago, as well as the current slower performance in our Expansion Markets due primarily to supply issues, are examples of the benefits of a diversified portfolio.

We also face significant competition for the acquisition and development of apartment communities.

Our structured approach focuses on using data to drive decision making, piloting promising technologies and standardizing efficiency procedures across the portfolio.

The key factors we consider in enhancing resilience include location, building construction and proactive risk mitigation and adaptation strategies.

At Equity Residential, our approximately 2,400 employees bring that strategy to life every day.

They are the creators of our resident experience, the stewards of our communities and the driving force behind our purpose of “*Creating communities where people thrive.”* When employees grow, innovate and pursue their aspirations, they advance our mission and our performance, strengthening the foundation for sustainable value creation.

Our people strategy is rooted in the values that shape how we work, lead and connect.

Respect, transparency, inclusion and innovation form the core of a culture designed to support high performance and human potential.

These principles guide how we attract and retain talent, invest in development and create an environment where people feel seen, supported and empowered to contribute their best.

We believe work should evolve alongside the people who power it, which means listening closely, designing with intention and leading with clarity and care.

We invest in programs that build employee capability, enhance managerial effectiveness and deepen engagement across the organization.

Through continuous learning, leadership development and meaningful rewards, we help employees grow their careers while strengthening organizational readiness for the future.

The following section outlines how we bring our people strategy to life across key areas of human capital management, including talent attraction and retention, employee engagement, learning and development and health, total rewards and workplace wellbeing.

Employee compensation is directly influenced by performance, with higher performers receiving larger salary increases, bonus payments and long-term compensation awards.

Through annual talent reviews, we evaluate the organization’s talent strength and identify key development needs, helping to inform succession planning, guide support and resources for our people and endeavor to ensure organizational readiness for the future.

The Company’s performance driven culture supports organizational efforts to drive success and motivate employee achievements.

Throughout the year, performance is a regular conversation touchpoint between managers and employees.

We are committed to expanding our talent pipeline at every level, with a particular focus on mid and senior level roles.

We celebrate differences and are committed to creating an inclusive environment where diverse perspectives and collaboration drive excellence.

By building a workplace grounded in respect, trust and belonging, we enable employees to bring their full selves to work, thrive in their careers and deliver exceptional results.

Executive leaders are assessed annually on leadership results in engagement.

For 2025, these were measured through an employee experience survey.

In 2025, we achieved our highest levels of employee engagement in more than a decade, with an outstanding 87% engagement score and 90% survey participation.

The results are discussed and presented both on a company-wide basis and within each functional group.

We believe these results reflect not only strong confidence in our culture and leadership but also the effectiveness of our recent investments in the employee experience.

We encourage our teams to step outside their comfort zones and pursue new challenges.

We are committed to fostering a culture of continuous learning and professional growth across our workforce.

Our Human Resources Transformation Learning & Development team partners with leaders and employees to design and deliver programs that build critical capabilities, support career progression and align talent with evolving business needs.

Our development framework provides employees with access to curated learning paths, role-based training and self-directed resources that support both current job performance and long-term career advancement.

These offerings include digital learning libraries, virtual and in-person workshops and targeted skill-building programs designed to broaden functional expertise and strengthen organizational effectiveness.

Leadership development remains a central focus of our training strategy.

The Company hosted more than 500 leaders at Elevate Summits, delivering 16 hours of focused leadership training, and convened a two-day management meeting for 75 officers to align on business strategy and build leadership capability.

We provide current and emerging leaders with programs that reinforce core leadership competencies, strengthen decision-making and enhance the ability to manage change across the organization.

These programs span new-leader onboarding and manager capability workshops.

We also maintain a structured succession-planning process that identifies and develops high-potential talent in an effort to ensure leadership continuity and support the organization's long-term stability.

In addition, employees participate in required compliance, ethics and safety training in an effort to ensure adherence to regulatory standards and internal policies.

From navigating complex health

conditions to supporting everyday wellbeing, our benefits are designed to help employees feel supported, balanced and positioned to thrive.

These offerings emphasize mindfulness, stress management and resilience, supporting both individual wellbeing and sustained productivity.

The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters.

We have done so by adding Expansion Markets to our portfolio when certain submarkets in those markets meet many of the same characteristics listed above.

Expansion into these markets includes investments in both urban and suburban properties in select submarkets and is generally being funded by reducing exposure to older or lower returning assets in selected Established Markets.

At Equity Residential, our team of approximately 2,500 employees is the driving force behind our continued success.

Employees can grow, innovate and contribute to our shared goals, including our purpose of “*Creating communities where people thrive.”* This alignment of individual aspirations with our business goals creates a powerful partnership that drives innovation, excellence and lasting impact across our organization and industry.

We believe it enhances employee job capabilities, advances our business and creates sustainable shareholder value.

Our approach focuses on engaging, motivating and rewarding employees, ensuring they feel valued and contribute their best.

Built on a foundation of continuous learning and development, we have implemented programs that support career progression, enhance managerial capabilities and create a culture of collaboration and engagement.

We benefit from a diverse workforce, of which over 60% currently identify as ethnically diverse.

We are committed to fostering a safe, inclusive and productive workplace for all employees.

We believe our strength lies in our differences.

By fostering a work environment built on respect, trust and collaboration, we create an exceptional experience where employees can bring their full selves to work and thrive in their careers.

We actively work to expand the breadth of our talent pipeline at all levels, with an enhanced focus on mid-management and higher positions.

We employ interns from universities nationwide and local colleges to provide pathways for students of various backgrounds interested in real estate.

Employee engagement and experience are extremely important at Equity Residential.

Our Employee Experience (EX) Survey measures employee engagement, manager effectiveness, trust and inclusion, among other components of the employee experience.

Our 2024 engagement score of 77.4% favorability is very strong, especially given changes in employee expectations over the past several years.

We launched an Engagement Advisory Group dedicated to identifying opportunities to bolster our engagement scores and improve the employee experience by leveraging insights gleaned from our 2023 engagement survey.

Executive leaders are assessed annually on leadership results on inclusion, engagement and manager completion of Ethics and Positive Workplace training, which for 2024 were measured by an employee experience survey and course completion rates.

Our HR Transformation Learning & Development team is focused on driving innovation, connection and a culture of continuous growth.

We work hand-in-hand with leaders and employees to create meaningful learning experiences that allow everyone to succeed.

With tailored learning paths, we guide employees on personalized development journeys, helping them build the skills they need to thrive.

Leadership development is a key focus, giving current and future leaders the tools to inspire, innovate and lead with impact.

Whether it’s hands-on workshops, virtual learning or self-paced programs, our team blends diverse approaches to meet evolving needs and elevate our organization to the next level.

From addressing complex health conditions to providing resources for everyday wellbeing, we believe our benefits ensure every employee feels supported, balanced and able to thrive.

These efforts focus on mindfulness, stress management and building resilience to enhance productivity and overall wellbeing.

We removed financial barriers to accessing affordable, life-saving medications, such as insulin, opioid overuse, asthma and severe allergic reaction medications, by eliminating out-of-pocket expenses for these medications within our medical plan.

In 2024, we reimagined recognition, introducing popular digital recognition badges awarded at the peer-to-peer, manager-to-employee and officer-to-employee levels.

We rebuilt our year-end awards program for all employees and added new governance, accountability and reporting layers to ensure compliance and equitable application.

It was codified in a recognition playbook that informs and guides any employee on recognition and appreciation best practices.

Financial peace of mind is at the core of these offerings, whether it’s our generous 401(k) match, basic and supplemental insurance to ensure our loved ones and possessions are cared for, rent discounts at our properties or additional savings and investment options like our employee share purchase plan.

We encourage our employees to push the boundaries of their comfort zones and seek new challenges through several learning resources and courses.

The Company contributes funds to further support employees who experience unforeseen or catastrophic hardship.

As of December 31, [removed: 2024 and December 31, 2023,] [added: 2025,] the Company does not believe there is any litigation pending or threatened against it that, either individually or in the [removed: aggregate and inclusive of the matters accrued for as noted above,] [added: aggregate,] may reasonably be expected to have a material adverse effect on the Company and its financial condition.

See Note 15 in the Notes to Consolidated Financial Statements for further discussion.

The Company is involved in various pending and threatened legal proceedings which arise in the ordinary course of business.

The Company evaluates these litigation matters on an ongoing basis, but in no event less than quarterly, in assessing the adequacy of its accruals and disclosures.

For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, the Company records new accruals and/or adjusts existing accruals that represent its best estimate of the loss incurred based on the facts and circumstances known at that time.

As of December 31, 2024 and December 31, 2023, the Company’s litigation accruals approximated $42.4 million and $17.1 million, respectively, and are included in other liabilities in the consolidated balance sheets.

Actual losses may differ materially from the amounts noted above and the ultimate outcome of these legal proceedings is generally not yet determinable.

The Company has been named as a defendant in a number of cases filed in late 2022 and 2023 alleging antitrust violations by RealPage, Inc., a seller of revenue management software products, and various owners and/or operators of multifamily housing, including us, that have utilized these products.

The complaints allege collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seek monetary damages, injunctive relief, fees and costs.

All of the cases except for one have been consolidated into a single putative class action in the United States District Court for the Middle District of Tennessee.

On December 28, 2023, motions to dismiss this consolidated action, filed by RealPage, Inc. as well as us and our multifamily co-defendants, were denied by the Court and the case is proceeding.

Another case with similar allegations has been filed by the District of Columbia against RealPage, Inc. and a number of multifamily owners and/or operators, including us, and no assurance can be given that similar additional cases will not be filed in the future.

We believe these various lawsuits are without merit and we intend to vigorously defend against them.

As these proceedings are in the early stages, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.

The Company is named as a defendant in a class action in the United States District Court for the Northern District of California filed in 2016 which alleges that the amount of late fees charged by the Company were improperly determined under California law.

The plaintiffs are seeking monetary damages and other relief.

On April 8, 2024, the Court issued certain findings of facts and conclusions of law that are adverse to the Company’s legal position.

At this time, the Company is continuing to defend the action.

While the resolution of this matter cannot be predicted with certainty, the Company does not believe that the eventual outcome will have a material adverse effect on the Company and its financial condition.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately [removed: $26.3] [added: $25.6] billion based upon the closing price on June 30, [removed: 2024] [added: 2025] of [removed: $69.34] [added: $67.49] using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of whom may not be held to be affiliates upon judicial determination.

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on February 6, [removed: 2025] [added: 2026] was [removed: 379,705,225.][added: 377,547,108.]

Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2024,] [added: 2025,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

Equity Residential is the general partner and [removed: 97.0%] [added: 97.6%] owner of ERP Operating Limited Partnership.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] of Equity Residential and ERP Operating Limited Partnership.

[removed: ][added: ]

EQR is the general partner of, and as of December 31, [removed: 2024] [added: 2025] owned an approximate [removed: 97.0%] [added: 97.6%] ownership interest in, ERPOP.

The remaining [removed: 3.0%] [added: 2.4%] interest is owned by limited partners.

| Item 15. | | [removed: [Exhibit] [added: [Exhibits] and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | 49 |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | F-7 |

| [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#statements_of_operations_comprehensi_1)] [added: 2023](#statements_of_operations_comprehensi_1)] | | F-8 to F-9 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows_1)] [added: 2023](#consolidated_statements_cash_flows_1)] | | F-10 to F-13 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 20](#consolidated_statements_changes_in_equit)22] [added: 2023](#consolidated_statements_changes_in_equit)] | | F-14 to F-15 |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#erp_consolidated_balance_sheets)] [added: 2024](#erp_consolidated_balance_sheets)] | | F-16 |

| [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_operations_compr)] [added: 2023](#consolidated_statements_operations_compr)] | | F-17 to F-18 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | | F-19 to F-22 |

| [Consolidated Statements of Changes in Capital for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 20](#consolidated_statements_changes_in_capit)22] [added: 2023](#consolidated_statements_changes_in_capit)] | | F-23 to F-24 |

| [Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership](#notes_to_consolidated_financial_statemen) | | F-25 to [removed: F-57] [added: F-56] |

| | | | | |

| EX-4.1 | | | | |

| EX-19 | | | | |

Our Information Technology Security Team, under the oversight of our Senior Vice President and Chief Technology Officer and the leadership of our [removed: VP of IT Infrastructure and Security,] [added: VP, Chief Information Security Officer (CISO) & Enterprise Operations,] is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.

Specifically, our Senior Vice President and Chief Technology Officer and our [removed: VP of IT Infrastructure and Security] [added: VP, CISO & Enterprise Operations,] combined have over 30 years of technology and cybersecurity experience.

As of December 31, [removed: 2024,] [added: 2025,] the Company, directly or indirectly through investments in title holding entities, owned all or a portion of [removed: 311] [added: 312] properties located in 10 states and the District of Columbia consisting of [removed: 84,249] [added: 85,190] apartment units.

| Wholly Owned Properties | | | [removed: 295] [added: 297] | | | | [removed: 80,331] [added: 81,518] | |

| Partially Owned Properties – Unconsolidated | | | [removed: 4] [added: 3] | | | | [removed: 1,262] [added: 1,016] | |

The following table sets forth certain information by market relating to the Company’s properties at December 31, [removed: 2024:][added: 2025:]

| Orange County | | | 12 | | | | 3,718 | | | | [removed: 4.7] [added: 4.9] | % | | | [removed: 2,949] [added: 3,011] | |

| Austin | | | 3 | | | | 742 | | | | 0.3 | % | | | [removed: 1,754] [added: 1,686] | |

The following tables provide a rollforward of the apartment units included in Same Store Properties (please refer to the Definitions section in Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*) and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, [removed: 2024:][added: 2025:]

| Same Store Properties at December 31, [removed: 2023] [added: 2025] | | | [removed: 288] [added: 272] | | | | [removed: 76,297] [added: 73,465] | |

| Lease-up properties [added: not yet] stabilized [removed: (1)] [added: (2)] | | | [removed: 4] [added: 8] | | | | [removed: 986] [added: 2,519] | |

| Other | | | — | | | | [removed: 21] [added: 25] | |

| 2023 acquisitions | | | [removed: 4] [added: 3] | | | | [removed: 1,183] [added: 839] | |

| Properties removed from same store [removed: (2)] [added: (1)] | | | [removed: 2] [added: (1] | [added: )] | | | [removed: 819] [added: (230] | [added: )] |

| Total Non-Same Store | | | [removed: 30] [added: 40] | | | | [removed: 8,950] [added: 11,725] | |

| Total Properties and Apartment Units | | | [removed: 311] [added: 312] | | | | [removed: 84,249] [added: 85,190] | |

Consists of [removed: two] [added: three] properties which were removed from the same store portfolio as discussed further below:

As of December 31, [removed: 2024,] [added: 2025,] the property had a Physical Occupancy of [removed: 95.9%.][added: 99.1%.]

This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods [removed: presented, which has not yet occurred.][added: presented.]

As of December 31, [removed: 2024,] [added: 2025,] the property had a Physical Occupancy of [removed: 75.9%.][added: 77.3%.]

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s same store Physical Occupancy was [removed: 96.2%] [added: 96.4%] and its total portfolio-wide Physical Occupancy, which includes completed development properties in various stages of lease-up, was [removed: 96.0%.][added: 95.6%.]

The properties in various stages of development and lease-up at December 31, [removed: 2024] [added: 2025] are included in the following table:

| Development and Lease-Up Projects as of December 31, [removed: 2024 |] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Amounts in thousands except for project and apartment unit amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| | | | | | | | | | | | | | | | | | | | | | | | | Estimated/Actual | | | | | | | | | [removed: |]

| Projects | | Location | | Ownership Percentage | | No. of Apartment Units | | | | Total Budgeted Capital Cost | | | | Total Book Value to Date | | | | Total Debt (1) | | | | Percentage Completed | | Start Date | | Initial Occupancy | | Completion Date | | Stabilization Date | | Percentage Leased / Occupied | [removed: |]

| CONSOLIDATED: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Projects Under Development: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Lorien (fka Laguna Clara II) | | Santa Clara, CA | | 100% | | | 225 | | | [removed: $] | 152,621 | | | [removed: $] | [removed: 140,939] [added: 149,229] | | | [removed: $] | — | | | [removed: 97%] [added: 100%] | | Q2 2022 | | Q1 2025 | | Q1 2025 | | [removed: Q4 2025] [added: Q1 2026] | | [removed: 2%] [added: 95%] / [removed: – |] [added: 94%] |

| The Basin | | Wakefield, MA | | 95% | | | 440 | | | [added: $] | 232,172 | | | [added: $] | [removed: 120,767] [added: 204,846] | | | [added: $] | — | | | [removed: 43%] [added: 93%] | | Q1 2024 | | [removed: Q4] [added: Q3] 2025 | | Q3 2026 | | Q2 2027 | | [removed: –] [added: 25%] / [removed: – |] [added: 21%] |

| UNCONSOLIDATED: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| [removed: Solana] [added: Jade] Beeler Park [added: (fka Solana Beeler Park)] | | Denver, CO | | [removed: 90%] [added: 100%] | | | 270 | | | | 85,206 | | | | [removed: 82,803] [added: 85,132] | | | | [removed: 48,063] [added: —] | | | [removed: 98%] [added: 100%] | | Q4 2021 | | Q3 2024 | | [removed: Q2] [added: Q1] 2025 | | Q4 2025 | | [removed: 19%] [added: 97%] / [removed: 15% |] [added: 96%] |

| Modera Bridle Trails | | Kirkland, WA | | 95% | | | 369 | | | | 185,282 | | | | [removed: 66,603] [added: 134,857] | | | | [removed: —] [added: 30,484] | | | [removed: 19%] [added: 72%] | | Q3 2024 | | [removed: Q2 2027] [added: Q3 2026] | | Q3 [removed: 2027] [added: 2026] | | [removed: Q4] [added: Q1] 2028 | | – / – | [removed: |]

| Modera South Shore | | Marshfield, MA | | 95% | | | 270 | | | | 121,918 | | | | [removed: 38,486] [added: 97,628] | | | | [removed: —] [added: 36,379] | | | [removed: 17%] [added: 83%] | | Q3 2024 | | [removed: Q1 2026] [added: Q3 2025] | | Q4 2026 | | Q2 2027 | | [removed: –] [added: 23%] / [removed: – |] [added: 13%] |

| Projects Completed Not Stabilized: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Alloy Sunnyside | | Denver, CO | | 80% | | | 209 | | | | 70,004 | | | | [removed: 69,277] [added: 69,045] | | | | [removed: 35,815] [added: 34,773] | | | 100% | | Q3 2021 | | Q2 2024 | | Q2 2024 | | [removed: Q3] [added: Q4] 2025 | | [removed: 40%] [added: 95%] / [removed: 31% |] [added: 91%] |

All unconsolidated projects are being partially funded with [added: third-party,] project-specific construction [removed: loans.][added: loans, none of which are recourse to the Company.]

| Garden | | | 99 | | | | 27,046 | | | | 273 | |

| Mid/High-Rise | | | 213 | | | | 58,144 | | | | 273 | |

| | | | 312 | | | | 85,190 | | | | 273 | |

| | | | 312 | | | | 85,190 | |

| Los Angeles | | | 56 | | | | 14,431 | | | | 16.0 | % | | $ | 2,977 | |

| San Diego | | | 10 | | | | 2,217 | | | | 3.1 | % | | | 3,329 | |

| Subtotal – Southern California | | | 78 | | | | 20,366 | | | | 24.0 | % | | | 3,022 | |

| San Francisco | | | 41 | | | | 11,558 | | | | 16.4 | % | | | 3,546 | |

| Washington, D.C. | | | 42 | | | | 13,553 | | | | 14.7 | % | | | 2,854 | |

| New York | | | 34 | | | | 8,685 | | | | 14.4 | % | | | 4,832 | |

| Boston | | | 25 | | | | 6,907 | | | | 10.7 | % | | | 3,716 | |

| Seattle | | | 38 | | | | 8,051 | | | | 9.1 | % | | | 2,726 | |

| Subtotal – Established Markets | | | 258 | | | | 69,120 | | | | 89.3 | % | | | 3,342 | |

| Atlanta | | | 22 | | | | 6,420 | | | | 4.4 | % | | | 1,938 | |

| Denver | | | 16 | | | | 4,678 | | | | 3.6 | % | | | 2,195 | |

| Dallas/Ft. Worth | | | 13 | | | | 4,230 | | | | 2.4 | % | | | 1,937 | |

| Subtotal – Expansion Markets | | | 54 | | | | 16,070 | | | | 10.7 | % | | | 2,002 | |

| Total | | | 312 | | | | 85,190 | | | | 100.0 | % | | $ | 3,092 | |

| | | December 31, 2025 | | | | | | |

| 2025 dispositions | | | (11 | ) | | | (2,468 | ) |

| | | December 31, 2025 | | | | | | |

| Same Store | | | 272 | | | | 73,465 | |

| 2025 acquisitions | | | 9 | | | | 2,439 | |

| 2023 acquisitions not yet stabilized | | | 1 | | | | 344 | |

| Properties removed from same store (1) | | | 3 | | | | 1,049 | |

This property will return to the same store portfolio in 2026 as it was stabilized for all of 2025.

c.

Juniper Sandy Springs located in Sandy Springs, GA containing 230 apartment units was removed from the same store portfolio in the first quarter of 2025 due to a large scale roofing repair project, which required a significant number of units to be vacated.

As of December 31, 2025, the property had a Physical Occupancy of 69.6%.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Projects Under Development - Consolidated | | | | | | | 440 | | | | 232,172 | | | | 204,846 | | | | — | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Projects Completed Not Stabilized - Consolidated | | | | | | | 225 | | | | 152,621 | | | | 149,229 | | | | — | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Projects Completed and Stabilized During theQuarter: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Lyle (2) | | Dallas, TX | | 100% | | | 334 | | | | 84,032 | | | | 83,983 | | | | — | | | 100% | | Q3 2022 | | Q1 2024 | | Q4 2024 | | Q4 2025 | | 95% / 95% |

| Projects Completed and Stabilized During the Quarter - Consolidated | | | | | | | 604 | | | | 169,238 | | | | 169,115 | | | | — | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Garden | | | 95 | | | | 26,087 | | | | 275 | |

| Mid/High-Rise | | | 216 | | | | 58,162 | | | | 269 | |

| | | | 311 | | | | 84,249 | | | | 271 | |

| | | | 311 | | | | 84,249 | |

| Los Angeles | | | 58 | | | | 14,733 | | | | 16.7 | % | | $ | 2,942 | |

| San Diego | | | 11 | | | | 2,649 | | | | 3.7 | % | | | 3,189 | |

| Subtotal – Southern California | | | 81 | | | | 21,100 | | | | 25.1 | % | | | 2,974 | |

| Washington, D.C. | | | 43 | | | | 13,846 | | | | 15.1 | % | | | 2,788 | |

| San Francisco | | | 40 | | | | 11,315 | | | | 14.8 | % | | | 3,351 | |

| New York | | | 34 | | | | 8,536 | | | | 14.1 | % | | | 4,690 | |

| Boston | | | 27 | | | | 7,237 | | | | 11.3 | % | | | 3,643 | |

| Seattle | | | 42 | | | | 8,854 | | | | 9.9 | % | | | 2,636 | |

| Subtotal – Established Markets | | | 267 | | | | 70,888 | | | | 90.3 | % | | | 3,232 | |

| Denver | | | 15 | | | | 4,408 | | | | 4.0 | % | | | 2,369 | |

| Atlanta | | | 14 | | | | 4,356 | | | | 3.1 | % | | | 2,020 | |

| Dallas/Ft. Worth | | | 12 | | | | 3,855 | | | | 2.3 | % | | | 1,965 | |

| Subtotal – Expansion Markets | | | 44 | | | | 13,361 | | | | 9.7 | % | | | 2,105 | |

| Total | | | 311 | | | | 84,249 | | | | 100.0 | % | | $ | 3,056 | |

| | | December 31, 2024 | | | | | | |

| 2021 acquisitions (not stabilized until 2022) | | | 1 | | | | 421 | |

| 2022 acquisitions | | | 1 | | | | 172 | |

| 2024 dispositions (1) | | | (13 | ) | | | (2,598 | ) |

| Same Store | | | 281 | | | | 75,299 | |

| Lease-up properties not yet stabilized (3) | | | 5 | | | | 1,574 | |

Includes one former third-party master-leased property which was stabilized and subsequently sold.

(3)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Projects Under Development - Consolidated | | | | | | | 665 | | | | 384,793 | | | | 261,706 | | | | — | | | | | | | | | | | | | | |

| Alexan Harrison | | Harrison, NY | | 62% | | | 450 | | | | 200,664 | | | | 198,595 | | | | 108,413 | | | 99% | | Q3 2021 | | Q1 2024 | | Q1 2025 | | Q2 2026 | | 67% / 62% | |

| Projects Under Development - Unconsolidated | | | | | | | 1,359 | | | | 593,070 | | | | 386,487 | | | | 156,476 | | | | | | | | | | | | | | |

| Remy (Toll) | | Frisco, TX | | 75% | | | 357 | | | | 98,937 | | | | 96,869 | | | | 49,855 | | | 97% | | Q1 2022 | | Q2 2024 | | Q4 2024 | | Q3 2025 | | 68% / 64% | |

| Sadie (fka Settler) (Toll) | | Fort Worth, TX | | 75% | | | 362 | | | | 82,775 | | | | 77,311 | | | | 37,374 | | | 98% | | Q2 2022 | | Q2 2024 | | Q4 2024 | | Q3 2025 | | 60% / 55% | |

| Lyle (Toll) (2) | | Dallas, TX | | 75% | | | 334 | | | | 86,332 | | | | 82,949 | | | | 46,676 | | | 98% | | Q3 2022 | | Q1 2024 | | Q4 2024 | | Q1 2026 | | 60% / 55% | |

| Projects Completed Not Stabilized \- Unconsolidated | | | | | | | 1,262 | | | | 338,048 | | | | 326,406 | | | | 169,720 | | | | | | | | | | | | | | |

| Total Development Projects - Consolidated | | | | | | | 665 | | | | 384,793 | | | | 261,706 | | | | — | | | | | | | | | | | | | | |

| Total Development Projects - Unconsolidated | | | | | | | 2,621 | | | | 931,118 | | | | 712,893 | | | | 326,196 | | | | | | | | | | | | | | |

| Total Development Projects | | | | | | | 3,286 | | | $ | 1,315,911 | | | $ | 974,599 | | | $ | 326,196 | | | | | | | | | | | | | | |

None of these loans are recourse to the Company.

At February 6, [removed: 2025,] [added: 2026,] the number of record holders of Common Shares [added: in the Company] was approximately [removed: 1,630] [added: 1,530] and [removed: 379,705,225] [added: 377,547,108] Common Shares were outstanding.

At February 6, [removed: 2025,] [added: 2026,] the number of record holders of Units in the Operating Partnership was approximately [removed: 450] [added: 430] and [removed: 391,519,896] [added: 386,851,863] Units were outstanding.

*Unregistered Common Shares Issued in the Quarter Ended December 31, [removed: 2024] [added: 2025] (Equity Residential)*

During the quarter ended December 31, [removed: 2024,] [added: 2025,] EQR issued [removed: 19,181] [added: 304,188] Common Shares in exchange for [removed: 19,181] [added: 304,188] OP Units held by various limited partners of ERPOP.

*Common Shares Repurchased in the Quarter Ended December 31, 2025*

The Company repurchased and retired the following Common Shares during the quarter ended December 31, 2025:

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Common Shares Purchased (1) | | | | Weighted Average Price Paid Per Share (1), (2) | | | | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | | | Maximum Number of Common Shares that May Yet Be Purchased Under the Plans or Programs (1), (3) | | |

| October 1, 2025 - October 31, 2025 | | | 75,000 | | | $ | 64.33 | | | | 75,000 | | | | 11,458,182 | |

| November 1, 2025 - November 30, 2025 | | | 1,199,767 | | | $ | 59.67 | | | | 1,199,767 | | | | 10,258,415 | |

| December 1, 2025 - December 31, 2025 | | | 1,785,155 | | | $ | 61.61 | | | | 1,785,155 | | | | 11,614,845 | |

| Total | | | 3,059,922 | | | $ | 60.91 | | | | 3,059,922 | | | | | |

(1)

The Common Shares repurchased during the quarter ended December 31, 2025 represent Common Shares repurchased under the Company’s publicly announced share repurchase program approved by its Board of Trustees.

The Company's share repurchase program was publicly announced on July 30, 2013 and the increase to its 13.0 million shares capacity was publicly announced on August 4, 2016.

The program does not have an expiration date and may be suspended or discontinued at any time and does not obligate the Company to make any repurchases of its Common Shares.

Following the Company's share repurchase activity in 2024, its Board of Trustees reauthorized and replenished the share repurchase program in March 2025, giving the Company the authority to repurchase up to 13.0 million Common Shares.

Following additional repurchases during 2025, the Company's Board of Trustees replenished the share repurchase program again on December 11, 2025, giving the Company the authority to repurchase up to 13.0 million Common Shares.

(2)

Weighted average price paid per share excludes costs associated with the repurchases.

(3)

The number of shares available for purchase under the Company’s publicly announced share repurchase program authorized by the Board of Trustees.

The Company may repurchase Common Shares under its share repurchase program in open market or privately negotiated transactions.

The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions and other investment opportunities.

Effective as of December 31, [removed: 2024,] [added: 2025,] the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Our internal control over financial reporting has been audited as of December 31, [removed: 2024] [added: 2025] by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Effective as of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Based on the Operating Partnership’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Our internal control over financial reporting has been audited as of December 31, 2025 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no trustee or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

The information required by Item 10, Item 11, Item 12 (with the exception of the *Equity Compensation Plan Information* provided below), Item 13 and Item 14 is incorporated by reference to, and will be contained in, Equity Residential’s Proxy Statement, which the Company intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2024,] [added: 2025,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

Equity Residential is the general partner and [removed: 97.0%] [added: 97.6%] owner of ERP Operating Limited Partnership.

The following table provides information as of December 31, [removed: 2024] [added: 2025] with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

The amounts shown in columns (a) and (b) of the above table do not include [removed: 413,099] [added: 463,795] outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2019 Share Incentive Plan, as amended (the “2019 Plan”), and outstanding Common Shares that have been purchased by employees and trustees under the Company’s ESPP.

Includes [removed: 7,554,970] [added: 6,841,622] Common Shares that may be issued under the 2019 Plan and [removed: 2,353,265] [added: 2,304,498] Common Shares that may be sold to employees and trustees under the ESPP.

As of December 31, [removed: 2024, 7,554,970] [added: 2025, 6,841,622] shares were available for future issuance.

| Equity compensation plans approved by shareholders | | 3,993,585 | | $65.25 | | 9,146,120 |

| Equity compensation plans approved by shareholders | | 3,873,648 | | $64.91 | | 9,908,235 |

| 4.1 | | [Description of Equity Residential Common Shares Registered Under Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex4_1.htm) | | [removed: Attached herein.] [added: Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2024.] |

| [removed: 4.10] [added: 4.18] | | [Form of [removed: 3.375%] [added: 4.950%] Note due June [removed: 1, 2025.](https://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex41.htm)] [added: 15, 2032.](https://www.sec.gov/Archives/edgar/data/906107/000095017025062853/eqr-ex4_1.htm)] | | Included as Exhibit 4.1 to [added: Equity Residential's and] ERP Operating Limited Partnership's Form 8-K dated May [removed: 11, 2015,] [added: 1, 2025,] filed on May [removed: 13, 2015.] [added: 2, 2025.] |

| [removed: 4.11] [added: 4.10] | | [Terms Agreement regarding 7.57% Notes due August 15, 2026.](https://www.sec.gov/Archives/edgar/data/931182/0000950131-96-003872.txt) | | Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996. |

| [removed: 4.12] [added: 4.11] | | [Form of 2.850% Note due November 1, 2026.](https://www.sec.gov/Archives/edgar/data/931182/000119312516733856/d241075dex41.htm) | | Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016. |

| [removed: 4.13] [added: 4.12] | | [Form of 3.250% Note due August 1, 2027.](https://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. |

| [removed: 4.14] [added: 4.13] | | [Form of 3.500% Note due March 1, 2028.](https://www.sec.gov/Archives/edgar/data/906107/000119312518032305/d513291dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018. |

| [removed: 4.15] [added: 4.14] | | [Form of 4.150% Note due December 1, 2028.](https://www.sec.gov/Archives/edgar/data/906107/000119312518338071/d664437dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018. |

| [removed: 4.16] [added: 4.15] | | [Form of 3.000% Note due July 1, 2029.](https://www.sec.gov/Archives/edgar/data/906107/000119312519177504/d737088dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 17, 2019, filed on June 20, 2019. |

| [removed: 4.17] [added: 4.16] | | [Form of 2.500% Note due February 15, 2030.](https://www.sec.gov/Archives/edgar/data/906107/000119312519226889/d797062dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 20, 2019, filed on August 22, 2019. |

| [removed: 4.18] [added: 4.17] | | [Form of 1.850% Note due August 1, 2031.](https://www.sec.gov/Archives/edgar/data/906107/000119312521237726/d209335dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 3, 2021, filed on August 5, 2021. |

| 10.2 | | [Revolving Credit Agreement, dated as of [removed: October 26, 2022,] [added: December 3, 2025,] among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, and the financial institutions party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/906107/000119312522271005/d415075dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/906107/000119312525308127/eqr-ex10_1.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated [removed: October 26, 2022,] [added: December 3, 2025,] filed on [removed: October 27, 2022.] [added: December 4, 2025.] |

| [removed: 10.14] [added: 10.15] | * | [Form of Change in Control/Severance Agreement between the Company and other executive officers.](https://www.sec.gov/Archives/edgar/data/906107/000091205702009068/a2072511zex-10_13.txt) | | Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001. |

| [removed: 10.15] [added: 10.16] | * | [Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.](https://www.sec.gov/Archives/edgar/data/906107/000119312509102717/dex101.htm) | | Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009. |

| [removed: 10.16] [added: 10.17] | * | [Form of Indemnification Agreement between the Company and each trustee and executive officer.](https://www.sec.gov/Archives/edgar/data/906107/000110465904007155/a04-2963_2ex10d18.htm) | | Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003. |

| [removed: 10.17] [added: 10.18] | * | [Form of Executive Retirement Benefits Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000110465907014819/a07-5259_1ex10d24.htm) | | Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006. |

| [removed: 10.18] [added: 10.19] | * | [Age 62 Retirement Agreement, dated September 4, 2018, by and between Equity Residential and David J. Neithercut.](https://www.sec.gov/Archives/edgar/data/906107/000156459018025620/eqr-ex101_20.htm) | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2018. |

| [removed: 10.19] [added: 10.21] | * | [The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective April 1, 2017.](https://www.sec.gov/Archives/edgar/data/906107/000156459017015496/eqr-ex102_61.htm) | | Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2017. |

| [removed: 10.20] [added: 10.22] | * | [Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of June 1, 2020.](https://www.sec.gov/Archives/edgar/data/906107/000156459020035511/eqr-ex101_104.htm) | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2020. |

| [removed: 10.21] [added: 10.23] | * | [Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of October 1, 2022.](https://www.sec.gov/Archives/edgar/data/906107/000095017022020464/eqr-ex10_1.htm) | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2022. |

| [removed: 10.22] [added: 10.24] | * | [The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005.](https://www.sec.gov/Archives/edgar/data/906107/000110465908031090/a08-13376_1ex10d2.htm) | | Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008. |

| [removed: 10.23] [added: 10.25] | | [Distribution Agreement, dated May [removed: 18, 2022.](https://www.sec.gov/Archives/edgar/data/906107/000119312522153674/d341831dex11.htm)] [added: 15, 2025.](https://www.sec.gov/Archives/edgar/data/906107/000095017025072055/eqr-ex1_1.htm)] | | Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May [removed: 18, 2022.] [added: 15, 2025.] |

| [removed: 10.24] [added: 10.26] | | [Form of Master Forward Sale [removed: Confirmation.](https://www.sec.gov/Archives/edgar/data/906107/000119312522153674/d341831dex12.htm)] [added: Confirmation.](https://www.sec.gov/Archives/edgar/data/906107/000095017025072055/eqr-ex1_2.htm)] | | Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May [removed: 18, 2022.] [added: 15, 2025.] |

| [removed: 10.25] [added: 10.27] | | [Archstone Residual JV, LLC Limited Liability Company Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex103.htm) | | Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.26] [added: 10.28] | | [Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex104.htm) | | Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.27] [added: 10.29] | | [Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex105.htm) | | Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.28] [added: 10.30] | | [Legacy Holdings JV, LLC Limited Liability Company Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex106.htm) | | Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| 19 | | [Equity Residential Securities Trading Policy.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex19.htm) | | [removed: Attached herein.] [added: Included as Exhibit 19 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2024.] |

| 21 | | [List of Subsidiaries of Equity Residential and ERP Operating Limited [removed: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex21.htm)] [added: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex21.htm)] | | Attached herein. |

| 23.1 | | [Consent of Ernst & Young LLP - Equity [removed: Residential.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex23_1.htm)] [added: Residential.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex23_1.htm)] | | Attached herein. |

| 23.2 | | [Consent of Ernst & Young LLP - ERP Operating Limited [removed: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex23_2.htm)] [added: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex23_2.htm)] | | Attached herein. |

| 31.1 | | [Equity Residential - Certification of Mark J. Parrell, Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex31_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex31_1.htm)] | | Attached herein. |

| 31.2 | | [Equity Residential - Certification of [removed: Robert A. Garechana,] [added: Bret D. McLeod,] Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex31_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex31_2.htm)] | | Attached herein. |

| 31.3 | | [ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Executive Officer of Registrant's General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex31_3.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex31_3.htm)] | | Attached herein. |

| 31.4 | | [ERP Operating Limited Partnership - Certification of [removed: Robert A. Garechana,] [added: Bret D. McLeod,] Chief Financial Officer of Registrant's General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex31_4.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex31_4.htm)] | | Attached herein. |

| 32.1 | | [Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the [removed: Sarbanes-Oxley](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex32_1.htm)] [added: Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex32_1.htm)] | | Attached herein. |

| 32.2 | | [Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of [removed: Robert A. Garechana,] [added: Bret D. McLeod,] Chief Financial Officer of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex32_2.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex32_2.htm)] | | Attached herein. |

| 32.3 | | [ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of Registrant's General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex32_3.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex32_3.htm)] | | Attached herein. |

| 32.4 | | [ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of [removed: Robert A. Garechana,] [added: Bret D. McLeod,] Chief Financial Officer of Registrant's General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000095017025019894/eqr-ex32_4.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000119312526051433/eqr-ex32_4.htm)] | | Attached herein. |

| | | Date: | | February 13, [removed: 2025] [added: 2026] |

[removed: Garechana] [added: McLeod] and Ian S.

| 10.14 | * | [Form of 2025 Long-Term Incentive Plan Award Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000095017025061082/eqr-ex10_1.htm) | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2025. |

| 10.20 | * | [Rule of 70 Retirement Agreement, dated June 26, 2025, by and between Equity Residential and Alexander Brackenridge.](https://www.sec.gov/Archives/edgar/data/906107/000095017025104090/eqr-ex10_3.htm) | | Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2025. |

| | | Date: | | February 13, 2026 |

Parrell, Bret D.

| /s/ Chris Carr | | Trustee | | February 13, 2026 |

| Chris Carr | | | | |

| February 13, 2026 | | |

| February 13, 2026 | | |

| February 13, 2026 | | |

| February 13, 2026 | | |

| | | 2025 | | | | 2024 | | |

| Cash and cash equivalents | | | 55,904 | | | | 62,302 | |

| Net gain (loss) on sales of land parcels | | | (80 | ) | | | — | | | | — | |

| Net income | | $ | 1,151,949 | | | $ | 1,070,975 | | | $ | 868,488 | |

| Depreciation | | | 1,010,400 | | | | 952,191 | | | | 888,709 | |

| Net (gain) loss on sales of land parcels | | | 80 | | | | — | | | | — | |

| Mortgage receivables from unconsolidated entities – issuances | | | (102,290 | ) | | | — | | | | — | |

| Mortgage receivables from unconsolidated entities – repayments | | | 45,535 | | | | — | | | | — | |

| Premium on redemption of Preferred Shares | | | — | | | | (1,444 | ) | | | — | |

| Cash and cash equivalents and restricted deposits, end of year | | $ | 158,854 | | | $ | 160,166 | | | $ | 139,995 | |

| Right-of-use assets | | $ | (7,426 | ) | | $ | — | | | $ | — | |

| Security deposits | | $ | 480 | | | $ | — | | | $ | — | |

| Other assets | | $ | (9,356 | ) | | $ | — | | | $ | — | |

| Net income attributable to controlling interests | | | 1,120,089 | | | | 1,035,831 | | | | 835,438 | |

| Unrealized holding gains (losses) arising during the year | | | (3,550 | ) | | | (3,989 | ) | | | 4,514 | |

| Losses reclassified into earnings from other comprehensive income | | | 1,511 | | | | 2,499 | | | | 3,737 | |

| Balance, end of year | | $ | 192,135 | | | $ | 201,942 | | | $ | 202,306 | |

| | | 2025 | | | | 2024 | | |

| Land | | $ | 5,563,407 | | | $ | 5,606,531 | |

| Depreciable property | | | 24,705,540 | | | | 24,039,412 | |

| Projects under development | | | 100,561 | | | | 261,706 | |

| Land held for development | | | 86,341 | | | | 63,142 | |

| Investment in real estate | | | 30,455,849 | | | | 29,970,791 | |

| Accumulated depreciation | | | (11,016,900 | ) | | | (10,412,463 | ) |

| Cash and cash equivalents | | | 55,904 | | | | 62,302 | |

| Restricted deposits | | | 102,950 | | | | 97,864 | |

| Right-of-use assets | | | 454,916 | | | | 455,445 | |

| Other assets | | | 367,365 | | | | 273,706 | |

| Total assets | | $ | 20,746,023 | | | $ | 20,834,176 | |

| Mortgage notes payable, net | | $ | 1,589,904 | | | $ | 1,630,690 | |

| | | Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company. | | |

Parrell, Robert A.

| /s/ John E. Neal | | Trustee | | February 13, 2025 |

| John E. Neal | | | | |

| February 13, 2025 | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Proceeds from sale of Common Shares | | | — | | | | — | | | | 139,623 | |

| Issuance of Common Shares | | | — | | | | — | | | | 17 | |

| Issuance of Common Shares | | | — | | | | — | | | | 139,606 | |

| Proceeds from sale of OP Units | | | — | | | | — | | | | 139,623 | |

| Issuance of OP Units | | | — | | | | — | | | | 139,623 | |

| | | | 311 | | | | 84,249 | |

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments.

The Company, where possible, bases the fair values of its financial instruments on listed market prices and third-party quotes.

Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

In the normal course of business, the Company is exposed to the effect of interest rate changes.

The Company may also use derivatives to manage commodity prices in the daily operations of the business.

However, due to the impact of the pandemic and extended eviction moratoriums enacted during the pandemic, the allowance for doubtful accounts and bad debts were elevated in 2022, 2023 and 2024, though they have gradually declined throughout 2023 and 2024.

equity compensation and employee share purchase plans will result in ERPOP issuing units of partnership interest (“OP Units”) to EQR on a one-for-one basis, with ERPOP receiving the net cash proceeds of such issuances.

(3)

In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules that will require certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.

The new rules include a requirement to disclose material climate-related risks, descriptions of board and management oversight and risk management activities, the material impacts of these risks on a registrant’s strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects and costs of severe weather events and other natural conditions and greenhouse gas emissions.

Prior to the stay of the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosures, which would have been effective for annual periods beginning January 1, 2026.

The Company adopted the standard as required in this Annual Report on Form 10-K for the year ended December 31, 2024.

In August 2020, the FASB issued an amendment to the debt and equity financial instruments standards which simplifies the accounting for convertible instruments and accounting for contracts in an entity’s own equity.

The Company adopted the standard when effective on January 1, 2022 and it had no impact on its consolidated results of operations and financial position.

based on the partnership agreements.

| Issuance of Common Shares | | | — | | | | — | | | | 1,740,550 | |

| Issuance of OP Units | | | — | | | | — | | | | 1,740,550 | |

| Limited Partner Units outstanding at January 1, | | | 11,581,306 | | | | 12,429,737 | | | | 12,659,027 | |

Limited Partners is then adjusted to the greater of carrying value or fair market value as described above.

During part of the year ended December 31, 2022, the Company had forward sale agreements outstanding for approximately 1.7 million Common Shares at a weighted average initial forward price per share of $83.25.

During the quarter ended December 31, 2022, the Company settled all of the outstanding forward sale agreements, at a weighted average forward price per share of $80.22, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of the Company's Common Shares, for net proceeds of approximately $139.6 million.

Concurrent with this transaction, ERPOP issued the same amount of OP Units to EQR in exchange for the net proceeds.

Prior to the share repurchase activity during the year ended December 31, 2024, the Company had the authority to repurchase up to 13.0 million Common Shares under its share repurchase program, of which 12,347,548 shares remain authorized to repurchase as of December 31, 2024.

As of December 31, 2023, EQR had remaining authorization to repurchase up to 12,135,614 of its shares.

Following this share repurchase activity, in early 2024 the Company's Board of Trustees approved replenishing the Company's share repurchase program authorization back to its original 13.0 million shares.

| | | | | | | | | | | | | | | | | | | | | |