There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

Unregistered Common Shares Issued in the Quarter Ended June 30, 2025 (Equity Residential)

During the quarter ended June 30, 2025, EQR issued 117,000 Common Shares in exchange for 117,000 OP Units held by various limited partners of ERPOP. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.

Item 3. Defaults Up****on Senior Securities

None.

Item 4. Mine Saf****ety Disclosures

Not applicable.