Item 1A. Risk Factors

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 Equity Securities and Use of Proceeds

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

During the quarter ended September 30, 2025, EQR issued 1,986,900 Common Shares in exchange for 1,986,900 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.

Common Shares Repurchased in the Quarter Ended September 30, 2025

The Company repurchased and retired the following Common Shares during the quarter ended September 30, 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)
July 1, 2025 - July 31, 2025		—	$	—		—		13,000,000
August 1, 2025 - August 31, 2025		743,279	$	64.00		743,279		12,256,721
September 1, 2025 - September 30, 2025		723,539	$	64.53		723,539		11,533,182
Total		1,466,818	$	64.26		1,466,818

(1)

The Common Shares repurchased during the quarter ended September 30, 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 approved replenishing the Company's share repurchase program authorization back to its original 13.0 million shares in March 2025.

(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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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