Cover and table of contents

Cover and table of contents

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 1-12252 (Equity Residential)

Commission File Number: 0-24920 (ERP Operating Limited Partnership)

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


Maryland (Equity Residential)		13-3675988 (Equity Residential)
Illinois (ERP Operating Limited Partnership)		36-3894853 (ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Two North Riverside Plaza, Chicago, Illinois 60606		(312) 474-1300
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)	EQR	New York Stock Exchange
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership)	N/A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Equity Residential Yes ☒ No ☐	ERP Operating Limited Partnership Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Equity Residential Yes ☒ No ☐	ERP Operating Limited Partnership Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Equity Residential:

ERP Operating Limited Partnership:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Equity Residential ☐	ERP Operating Limited Partnership ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Equity Residential Yes ☐ No ☒	ERP Operating Limited Partnership Yes ☐ No ☒

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on July 24, 2026 was 374,944,409.

EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended June 30, 2026 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:

EQR is the general partner of, and as of June 30, 2026 owned an approximate 97.6% ownership interest in, ERPOP. The remaining 2.4% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management. Management operates the Company and the Operating Partnership as one business. The management of EQR consists of the same members as the management of ERPOP.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and EQR contributes all net proceeds from its various equity offerings to ERPOP. In return for those contributions, EQR receives a number of OP Units (see definition below) in ERPOP equal to the number of Common Shares it has issued in the equity offering. The Company may acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. This is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ERPOP’s partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis because the Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the outstanding Common Shares.

The Company believes that combining the reports on Form 10-Q of EQR and ERPOP into this single report provides the following benefits:

enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR’s primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by EQR (which are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit basis)), the Operating Partnership generates all remaining capital required by the Company’s business. These sources include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and partnership interests, and proceeds received from disposition of certain properties and joint venture interests.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.

This report also includes separate Part I, Item 4, Controls and Procedures, sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.

As general partner with control of ERPOP, EQR consolidates ERPOP for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

TABLE OF CONTENTS


	PAGE

PART I.

Item 1. Financial Statements of Equity Residential:

Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	2

Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended June 30, 2026 and 2025	3

Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5

Consolidated Statements of Changes in Equity for the six months and quarters ended June 30, 2026 and 2025	9

Financial Statements of ERP Operating Limited Partnership:

Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	11

Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended June 30, 2026 and 2025	12

Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	14

Consolidated Statements of Changes in Capital for the six months and quarters ended June 30, 2026 and 2025	18

Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership	20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3. Quantitative and Qualitative Disclosures about Market Risk	48

Item 4. Controls and Procedures	48

PART II.

Item 1. Legal Proceedings	49

Item 1A. Risk Factors	49

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3. Defaults Upon Senior Securities	56

Item 4. Mine Safety Disclosures	56

Item 5. Other Information	56

Item 6. Exhibits	56

EQUITY RESIDENTIAL

CONSOLIDATED B****ALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)


	June 30,			December 31,
	2026			2025
ASSETS
Land	$	5,516,087		$	5,563,407
Depreciable property		24,808,104			24,705,540
Projects under development		58,312			100,561
Land held for development		58,318			86,341
Investment in real estate		30,440,821			30,455,849
Accumulated depreciation		(11,453,919	)		(11,016,900	)
Investment in real estate, net		18,986,902			19,438,949
Investments in unconsolidated entities		323,342			325,939
Cash and cash equivalents		36,405			55,904
Restricted deposits		106,975			102,950
Right-of-use assets		450,474			454,916
Other assets		371,479			367,365
Total assets	$	20,275,577		$	20,746,023

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	1,591,821		$	1,589,904
Notes, net		6,002,002			5,998,458
Line of credit and commercial paper		667,846			586,648
Accounts payable and accrued expenses		120,197			109,165
Accrued interest payable		73,450			73,860
Lease liabilities		303,831			304,575
Other liabilities		277,286			324,616
Security deposits		83,076			82,155
Distributions payable		269,489			267,508
Total liabilities		9,388,998			9,336,889

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership		189,941			176,289
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value;100,000,000 shares authorized; 343,100 shares issued and outstanding as of June 30, 2026 and December 31, 2025		17,155			17,155
Common Shares of beneficial interest, $0.01 par value;1,000,000,000 shares authorized; 374,893,890 shares issued and outstanding as of June 30, 2026 and 377,806,173 shares issued and outstanding as of December 31, 2025		3,749			3,778
Paid in capital		9,840,190			9,824,460
Retained earnings		651,138			1,193,931
Accumulated other comprehensive income (loss)		2,748			2,175
Total shareholders’ equity		10,514,980			11,041,499
Noncontrolling Interests:
Operating Partnership		182,816			192,135
Partially Owned Properties		(1,158	)		(789	)
Total Noncontrolling Interests		181,658			191,346
Total equity		10,696,638			11,232,845
Total liabilities and equity	$	20,275,577		$	20,746,023

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF O****PERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
REVENUES
Rental income	$	1,564,895		$	1,529,637		$	785,049		$	768,827

EXPENSES
Property and maintenance		292,410			280,247			142,754			136,274
Real estate taxes and insurance		239,283			224,084			122,257			112,332
Property management		73,290			70,602			38,149			34,786
General and administrative		33,505			36,786			16,640			18,531
Depreciation		493,875			497,635			246,379			240,889
Total expenses		1,132,363			1,109,354			566,179			542,812

Net gain (loss) on sales of real estate properties		(16,776	)		212,432			(16,744	)		58,280
Interest and other income		15,192			3,821			12,954			2,129
Other expenses		(50,792	)		(8,961	)		(10,004	)		(4,805	)
Interest:
Expense incurred, net		(159,832	)		(147,431	)		(82,462	)		(75,317	)
Amortization of deferred financing costs		(4,290	)		(4,247	)		(2,145	)		(2,103	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels		216,034			475,897			120,469			204,199
Income and other tax (expense) benefit		(833	)		(829	)		(411	)		(407	)
Income (loss) from investments in unconsolidated entities		(4,360	)		(11,407	)		(2,318	)		(4,996	)
Net gain (loss) on sales of land parcels		—			(78	)		—			(11	)
Net income		210,841			463,583			117,740			198,785
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership		(4,454	)		(12,328	)		(2,501	)		(5,226	)
Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Net income attributable to controlling interests		204,214			448,948			114,135			192,356
Preferred distributions		(711	)		(711	)		(355	)		(355	)
Net income available to Common Shares	$	203,503		$	448,237		$	113,780		$	192,001

Earnings per share – basic:
Net income available to Common Shares	$	0.54		$	1.18		$	0.30		$	0.51
Weighted average Common Shares outstanding		374,907			379,359			374,179			379,508

Earnings per share – diluted:
Net income available to Common Shares	$	0.54		$	1.18		$	0.30		$	0.50
Weighted average Common Shares outstanding		384,528			391,345			383,878			391,498

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIO****NS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
Comprehensive income:
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		—			(3,550	)		—			(2,046	)
Losses reclassified into earnings from other comprehensive income		573			951			288			265
Other comprehensive income (loss)		573			(2,599	)		288			(1,781	)
Comprehensive income		211,414			460,984			118,028			197,004
Comprehensive (income) attributable to Noncontrolling Interests		(6,640	)		(14,566	)		(3,612	)		(6,382	)
Comprehensive income attributable to controlling interests	$	204,774		$	446,418		$	114,416		$	190,622

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	210,841		$	463,583
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		493,875			497,635
Amortization of deferred financing costs		4,290			4,247
Amortization of discounts and premiums on debt		2,608			2,637
Amortization of deferred settlements on derivative instruments		567			945
Amortization of right-of-use assets		6,396			6,395
Write-off of pursuit costs		1,610			2,048
(Income) loss from investments in unconsolidated entities		4,360			11,407
Distributions from unconsolidated entities – return on capital		4,332			243
Net (gain) loss on sales of real estate properties		16,776			(212,432	)
Net (gain) loss on sales of land parcels		—			78
Realized (gain) loss on investment securities		(10,116	)		49
Unrealized (gain) loss on investment securities		(241	)		—
Compensation paid with Company Common Shares		19,174			21,564
Changes in assets and liabilities:
(Increase) decrease in other assets		(16,867	)		(18,706	)
Increase (decrease) in accounts payable and accrued expenses		6,404			10,901
Increase (decrease) in accrued interest payable		(410	)		1,518
Increase (decrease) in lease liabilities		(1,221	)		(1,106	)
Increase (decrease) in other liabilities		(40,901	)		(11,407	)
Increase (decrease) in security deposits		921			5,471
Net cash provided by operating activities		702,398			785,070
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(1,332	)		(534,855	)
Investment in real estate – development/other		(40,096	)		(59,713	)
Capital expenditures to real estate		(160,328	)		(144,368	)
Non-real estate capital additions		(1,953	)		(1,019	)
Interest capitalized for real estate and unconsolidated entities under development		(4,684	)		(6,663	)
Proceeds from disposition of real estate, net		153,204			343,064
Investments in unconsolidated entities – development/other		(6,419	)		(62,050	)
Distributions from unconsolidated entities – return of capital		2,044			331
Proceeds from sale of investment securities		14,581			359
Consolidation of previously unconsolidated entities		—			(54,081	)
Net cash provided by (used for) investing activities		(44,983	)		(518,995	)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(4,518	)
Mortgage notes payable, net:
Lump sum payoffs		—			(37,940	)
Notes, net:
Proceeds		—			498,580
Lump sum payoffs		—			(450,000	)
Line of credit and commercial paper:
Line of credit proceeds		1,000			—
Line of credit repayments		(1,000	)		—
Commercial paper proceeds		26,916,823			18,803,963
Commercial paper repayments		(26,835,625	)		(18,565,495	)
Proceeds from (payments on) settlement of derivative instruments		—			(3,550	)
Finance ground lease principal payments		(1,477	)		(1,471	)
Proceeds from Employee Share Purchase Plan (ESPP)		1,526			1,413
Proceeds from exercise of options		6,924			5,357
Common Shares repurchased and retired		(219,385	)		—
Payment of offering costs		—			(481	)
Other financing activities, net		(53	)		(53	)
Contributions – Noncontrolling Interests – Operating Partnership		2			4
Distributions:
Common Shares		(525,122	)		(519,437	)
Preferred Shares		(711	)		(711	)
Noncontrolling Interests – Operating Partnership		(13,302	)		(15,949	)
Noncontrolling Interests – Partially Owned Properties		(2,489	)		(3,999	)
Net cash provided by (used for) financing activities		(672,889	)		(294,287	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(15,474	)		(28,212	)
Cash and cash equivalents and restricted deposits, beginning of period		158,854			160,166
Cash and cash equivalents and restricted deposits, end of period	$	143,380		$	131,954

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	36,405		$	31,276
Restricted deposits		106,975			100,678
Total cash and cash equivalents and restricted deposits, end of period	$	143,380		$	131,954

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	142,770		$	133,733
Net cash paid (received) for income and other taxes	$	1,265		$	920
Amortization of deferred financing costs:
Other assets	$	1,437		$	1,393
Mortgage notes payable, net	$	512		$	611
Notes, net	$	2,341		$	2,243
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	1,405		$	1,404
Notes, net	$	1,203		$	1,233
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	573		$	951
Write-off of pursuit costs:
Investment in real estate, net	$	156		$	187
Investments in unconsolidated entities	$	1,231		$	1,740
Other assets	$	223		$	121
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	4,348		$	10,804
Other liabilities	$	12		$	603
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	—		$	(89	)
Other liabilities	$	—		$	3,639
Accumulated other comprehensive income	$	—		$	(3,550	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(2,232	)	$	(3,812	)
Investments in unconsolidated entities	$	(2,452	)	$	(2,851	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(6,419	)	$	(60,550	)
Other liabilities	$	—		$	(1,500	)
Consolidation of previously unconsolidated entities:
Investment in real estate, net	$	—		$	(88,356	)
Investments in unconsolidated entities	$	—		$	32,370
Other assets	$	—		$	56
Accounts payable and accrued expenses	$	—		$	1,725
Other liabilities	$	—		$	27
Security deposits	$	—		$	97
Debt financing costs:
Notes, net	$	—		$	(4,518	)
Proceeds from (payments on) settlement of derivative instruments:
Other assets	$	—		$	89
Other liabilities	$	—		$	(3,639	)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(1,954	)	$	(527	)
Lease liabilities	$	1,954		$	527
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	(487	)	$	676
Other assets	$	—		$	(676	)
Other liabilities	$	487		$	—
Non-cash change in Supplemental Executive Retirement Plan (SERP) balances:
Other assets	$	6,786		$	8,915
Other liabilities	$	(6,922	)	$	(8,175	)
Paid in capital	$	136		$	(740	)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT****S OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026				2025
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of period	$	17,155		$	17,155		$	17,155			$	17,155
Balance, end of period	$	17,155		$	17,155		$	17,155			$	17,155
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of period	$	3,778		$	3,795		$	3,747			$	3,798
Conversion of OP Units into Common Shares		1			2			—				1
Exercise of share options		1			1			1				1
Employee Share Purchase Plan (ESPP)		1			—			1				—
Common Shares repurchased and retired		(35	)		—			—				—
Share-based employee compensation expense:
Restricted shares		3			2			—				—
Balance, end of period	$	3,749		$	3,800		$	3,749			$	3,800
PAID IN CAPITAL
Balance, beginning of period	$	9,824,460		$	9,611,826		$	9,846,857			$	9,622,470
Common Share Issuance:
Conversion of OP Units into Common Shares		5,931			8,771			4,237				4,365
Exercise of share options		6,923			5,356			6,498				996
Employee Share Purchase Plan (ESPP)		1,525			1,413			439				471
Share-based employee compensation expense:
Restricted shares		14,250			9,337			7,142				4,901
Share options		2,464			2,656			1,241				1,377
ESPP discount		313			258			96				64
Offering costs		—			(481	)		—				(481	)
Supplemental Executive Retirement Plan (SERP)		136			(740	)		—				(851	)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership		(16,823	)		19,568			(25,548	)			18,813
Adjustment for Noncontrolling Interests ownership in Operating Partnership		1,011			(1,692	)		(772	)			4,147
Balance, end of period	$	9,840,190		$	9,656,272		$	9,840,190			$	9,656,272
RETAINED EARNINGS
Balance, beginning of period	$	1,193,931		$	1,407,570		$	800,704			$	1,400,511
Net income attributable to controlling interests		204,214			448,948			114,135		`		192,356
Common Share distributions		(526,946	)		(526,428	)		(263,346	)			(263,133	)
Preferred Share distributions		(711	)		(711	)		(355	)			(355	)
Common Shares repurchased and retired		(219,350	)		—			—				—
Balance, end of period	$	651,138		$	1,329,379		$	651,138			$	1,329,379
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	2,175		$	4,214		$	2,460			$	3,396
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		—			(3,550	)		—				(2,046	)
Losses reclassified into earnings from other comprehensive income		573			951			288				265
Balance, end of period	$	2,748		$	1,615		$	2,748			$	1,615

DISTRIBUTIONS
Distributions declared per Common Share outstanding	$	1.405		$	1.385		$	0.7025			$	0.6925

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of period	$	192,135		$	201,942		$	187,137		$	207,090
Issuance of restricted units to Noncontrolling Interests		2			4			2			—
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner		(5,932	)		(8,773	)		(4,237	)		(4,366	)
Equity compensation associated with Noncontrolling Interests		3,456			10,593			1,749			5,492
Net income attributable to Noncontrolling Interests		4,454			12,328			2,501			5,226
Distributions to Noncontrolling Interests		(13,459	)		(16,159	)		(6,135	)		(7,559	)
Change in book value of Redeemable Noncontrolling Interests – Operating Partnership		3,171			1,090			1,027			981
Adjustment for Noncontrolling Interests ownership in Operating Partnership		(1,011	)		1,692			772			(4,147	)
Balance, end of period	$	182,816		$	202,717		$	182,816		$	202,717
PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(789	)	$	(718	)	$	(1,585	)	$	(2,989	)
Net income attributable to Noncontrolling Interests		2,173			2,307			1,104			1,203
Distributions to Noncontrolling Interests		(2,542	)		(4,052	)		(677	)		(677	)
Balance, end of period	$	(1,158	)	$	(2,463	)	$	(1,158	)	$	(2,463	)

See accompanying notes

ERP OPERATING LI****MITED PARTNERSHIP

CONSOLIDATED B****ALANCE SHEETS

(Amounts in thousands)

(Unaudited)


	June 30,			December 31,
	2026			2025
ASSETS
Land	$	5,516,087		$	5,563,407
Depreciable property		24,808,104			24,705,540
Projects under development		58,312			100,561
Land held for development		58,318			86,341
Investment in real estate		30,440,821			30,455,849
Accumulated depreciation		(11,453,919	)		(11,016,900	)
Investment in real estate, net		18,986,902			19,438,949
Investments in unconsolidated entities		323,342			325,939
Cash and cash equivalents		36,405			55,904
Restricted deposits		106,975			102,950
Right-of-use assets		450,474			454,916
Other assets		371,479			367,365
Total assets	$	20,275,577		$	20,746,023

LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net	$	1,591,821		$	1,589,904
Notes, net		6,002,002			5,998,458
Line of credit and commercial paper		667,846			586,648
Accounts payable and accrued expenses		120,197			109,165
Accrued interest payable		73,450			73,860
Lease liabilities		303,831			304,575
Other liabilities		277,286			324,616
Security deposits		83,076			82,155
Distributions payable		269,489			267,508
Total liabilities		9,388,998			9,336,889

Commitments and contingencies

Redeemable Limited Partners		189,941			176,289
Capital:
Partners’ Capital:
Preference Units		17,155			17,155
General Partner		10,495,077			11,022,169
Limited Partners		182,816			192,135
Accumulated other comprehensive income (loss)		2,748			2,175
Total partners’ capital		10,697,796			11,233,634
Noncontrolling Interests – Partially Owned Properties		(1,158	)		(789	)
Total capital		10,696,638			11,232,845
Total liabilities and capital	$	20,275,577		$	20,746,023

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERA****TIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
REVENUES
Rental income	$	1,564,895		$	1,529,637		$	785,049		$	768,827

EXPENSES
Property and maintenance		292,410			280,247			142,754			136,274
Real estate taxes and insurance		239,283			224,084			122,257			112,332
Property management		73,290			70,602			38,149			34,786
General and administrative		33,505			36,786			16,640			18,531
Depreciation		493,875			497,635			246,379			240,889
Total expenses		1,132,363			1,109,354			566,179			542,812

Net gain (loss) on sales of real estate properties		(16,776	)		212,432			(16,744	)		58,280
Interest and other income		15,192			3,821			12,954			2,129
Other expenses		(50,792	)		(8,961	)		(10,004	)		(4,805	)
Interest:
Expense incurred, net		(159,832	)		(147,431	)		(82,462	)		(75,317	)
Amortization of deferred financing costs		(4,290	)		(4,247	)		(2,145	)		(2,103	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels		216,034			475,897			120,469			204,199
Income and other tax (expense) benefit		(833	)		(829	)		(411	)		(407	)
Income (loss) from investments in unconsolidated entities		(4,360	)		(11,407	)		(2,318	)		(4,996	)
Net gain (loss) on sales of land parcels		—			(78	)		—			(11	)
Net income		210,841			463,583			117,740			198,785
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Net income attributable to controlling interests	$	208,668		$	461,276		$	116,636		$	197,582
ALLOCATION OF NET INCOME:
Preference Units	$	711		$	711		$	355		$	355

General Partner	$	203,503		$	448,237		$	113,780		$	192,001
Limited Partners		4,454			12,328			2,501			5,226
Net income available to Units	$	207,957		$	460,565		$	116,281		$	197,227

Earnings per Unit – basic:
Net income available to Units	$	0.54		$	1.18		$	0.30		$	0.51
Weighted average Units outstanding		383,109			389,779			382,406			389,837

Earnings per Unit – diluted:
Net income available to Units	$	0.54		$	1.18		$	0.30		$	0.50
Weighted average Units outstanding		384,528			391,345			383,878			391,498

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIO****NS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
Comprehensive income:
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		—			(3,550	)		—			(2,046	)
Losses reclassified into earnings from other comprehensive income		573			951			288			265
Other comprehensive income (loss)		573			(2,599	)		288			(1,781	)
Comprehensive income		211,414			460,984			118,028			197,004
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Comprehensive income attributable to controlling interests	$	209,241		$	458,677		$	116,924		$	195,801

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STA****TEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	210,841		$	463,583
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		493,875			497,635
Amortization of deferred financing costs		4,290			4,247
Amortization of discounts and premiums on debt		2,608			2,637
Amortization of deferred settlements on derivative instruments		567			945
Amortization of right-of-use assets		6,396			6,395
Write-off of pursuit costs		1,610			2,048
(Income) loss from investments in unconsolidated entities		4,360			11,407
Distributions from unconsolidated entities – return on capital		4,332			243
Net (gain) loss on sales of real estate properties		16,776			(212,432	)
Net (gain) loss on sales of land parcels		—			78
Realized (gain) loss on investment securities		(10,116	)		49
Unrealized (gain) loss on investment securities		(241	)		—
Compensation paid with Company Common Shares		19,174			21,564
Changes in assets and liabilities:
(Increase) decrease in other assets		(16,867	)		(18,706	)
Increase (decrease) in accounts payable and accrued expenses		6,404			10,901
Increase (decrease) in accrued interest payable		(410	)		1,518
Increase (decrease) in lease liabilities		(1,221	)		(1,106	)
Increase (decrease) in other liabilities		(40,901	)		(11,407	)
Increase (decrease) in security deposits		921			5,471
Net cash provided by operating activities		702,398			785,070
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(1,332	)		(534,855	)
Investment in real estate – development/other		(40,096	)		(59,713	)
Capital expenditures to real estate		(160,328	)		(144,368	)
Non-real estate capital additions		(1,953	)		(1,019	)
Interest capitalized for real estate and unconsolidated entities under development		(4,684	)		(6,663	)
Proceeds from disposition of real estate, net		153,204			343,064
Investments in unconsolidated entities – development/other		(6,419	)		(62,050	)
Distributions from unconsolidated entities – return of capital		2,044			331
Proceeds from sale of investment securities		14,581			359
Consolidation of previously unconsolidated entities		—			(54,081	)
Net cash provided by (used for) investing activities		(44,983	)		(518,995	)

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(4,518	)
Mortgage notes payable, net:
Lump sum payoffs		—			(37,940	)
Notes, net:
Proceeds		—			498,580
Lump sum payoffs		—			(450,000	)
Line of credit and commercial paper:
Line of credit proceeds		1,000			—
Line of credit repayments		(1,000	)		—
Commercial paper proceeds		26,916,823			18,803,963
Commercial paper repayments		(26,835,625	)		(18,565,495	)
Proceeds from (payments on) settlement of derivative instruments		—			(3,550	)
Finance ground lease principal payments		(1,477	)		(1,471	)
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)		1,526			1,413
Proceeds from exercise of EQR options		6,924			5,357
OP Units repurchased and retired		(219,385	)		—
Payment of offering costs		—			(481	)
Other financing activities, net		(53	)		(53	)
Contributions – Limited Partners		2			4
Distributions:
OP Units – General Partner		(525,122	)		(519,437	)
Preference Units		(711	)		(711	)
OP Units – Limited Partners		(13,302	)		(15,949	)
Noncontrolling Interests – Partially Owned Properties		(2,489	)		(3,999	)
Net cash provided by (used for) financing activities		(672,889	)		(294,287	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(15,474	)		(28,212	)
Cash and cash equivalents and restricted deposits, beginning of period		158,854			160,166
Cash and cash equivalents and restricted deposits, end of period	$	143,380		$	131,954

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	36,405		$	31,276
Restricted deposits		106,975			100,678
Total cash and cash equivalents and restricted deposits, end of period	$	143,380		$	131,954

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	142,770		$	133,733
Net cash paid (received) for income and other taxes	$	1,265		$	920
Amortization of deferred financing costs:
Other assets	$	1,437		$	1,393
Mortgage notes payable, net	$	512		$	611
Notes, net	$	2,341		$	2,243
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	1,405		$	1,404
Notes, net	$	1,203		$	1,233
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	573		$	951
Write-off of pursuit costs:
Investment in real estate, net	$	156		$	187
Investments in unconsolidated entities	$	1,231		$	1,740
Other assets	$	223		$	121
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	4,348		$	10,804
Other liabilities	$	12		$	603
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	—		$	(89	)
Other liabilities	$	—		$	3,639
Accumulated other comprehensive income	$	—		$	(3,550	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(2,232	)	$	(3,812	)
Investments in unconsolidated entities	$	(2,452	)	$	(2,851	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(6,419	)	$	(60,550	)
Other liabilities	$	—		$	(1,500	)
Consolidation of previously unconsolidated entities:
Investment in real estate, net	$	—		$	(88,356	)
Investments in unconsolidated entities	$	—		$	32,370
Other assets	$	—		$	56
Accounts payable and accrued expenses	$	—		$	1,725
Other liabilities	$	—		$	27
Security deposits	$	—		$	97
Debt financing costs:
Notes, net	$	—		$	(4,518	)
Proceeds from (payments on) settlement of derivative instruments:
Other assets	$	—		$	89
Other liabilities	$	—		$	(3,639	)

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026			2025
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(1,954	)	$	(527	)
Lease liabilities	$	1,954		$	527
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	(487	)	$	676
Other assets	$	—		$	(676	)
Other liabilities	$	487		$	—
Non-cash change in Supplemental Executive Retirement Plan (SERP) balances:
Other assets	$	6,786		$	8,915
Other liabilities	$	(6,922	)	$	(8,175	)
Paid in capital	$	136		$	(740	)

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT****S OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of period	$	17,155		$	17,155		$	17,155		$	17,155
Balance, end of period	$	17,155		$	17,155		$	17,155		$	17,155
GENERAL PARTNER
Balance, beginning of period	$	11,022,169		$	11,023,191		$	10,651,308		$	11,026,779
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		5,932			8,773			4,237			4,366
Exercise of EQR share options		6,924			5,357			6,499			997
EQR’s Employee Share Purchase Plan (ESPP)		1,526			1,413			440			471
Share-based employee compensation expense:
EQR restricted shares		14,253			9,339			7,142			4,901
EQR share options		2,464			2,656			1,241			1,377
EQR ESPP discount		313			258			96			64
OP Units repurchased and retired		(219,385	)		—			—			—
Net income available to Units – General Partner		203,503			448,237			113,780			192,001
OP Units – General Partner distributions		(526,946	)		(526,428	)		(263,346	)		(263,133	)
Offering costs		—			(481	)		—			(481	)
Supplemental Executive Retirement Plan (SERP)		136			(740	)		—			(851	)
Change in market value of Redeemable Limited Partners		(16,823	)		19,568			(25,548	)		18,813
Adjustment for Limited Partners ownership in Operating Partnership		1,011			(1,692	)		(772	)		4,147
Balance, end of period	$	10,495,077		$	10,989,451		$	10,495,077		$	10,989,451
LIMITED PARTNERS
Balance, beginning of period	$	192,135		$	201,942		$	187,137		$	207,090
Issuance of restricted units to Limited Partners		2			4			2			—
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		(5,932	)		(8,773	)		(4,237	)		(4,366	)
Equity compensation associated with Units – Limited Partners		3,456			10,593			1,749			5,492
Net income available to Units – Limited Partners		4,454			12,328			2,501			5,226
Units – Limited Partners distributions		(13,459	)		(16,159	)		(6,135	)		(7,559	)
Change in book value of Redeemable Limited Partners		3,171			1,090			1,027			981
Adjustment for Limited Partners ownership in Operating Partnership		(1,011	)		1,692			772			(4,147	)
Balance, end of period	$	182,816		$	202,717		$	182,816		$	202,717
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	2,175		$	4,214		$	2,460		$	3,396
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		—			(3,550	)		—			(2,046	)
Losses reclassified into earnings from other comprehensive income		573			951			288			265
Balance, end of period	$	2,748		$	1,615		$	2,748		$	1,615

DISTRIBUTIONS
Distributions declared per Unit outstanding	$	1.405		$	1.385		$	0.7025		$	0.6925

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(789	)	$	(718	)	$	(1,585	)	$	(2,989	)
Net income attributable to Noncontrolling Interests		2,173			2,307			1,104			1,203
Distributions to Noncontrolling Interests		(2,542	)		(4,052	)		(677	)		(677	)
Balance, end of period	$	(1,158	)	$	(2,463	)	$	(1,158	)	$	(2,463	)

See accompanying notes

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Business

Equity Residential (“EQR”) is an S&P 500 company that owns and manages rental properties in dynamic metro areas across the U.S., a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”). EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of June 30, 2026 owned an approximate 97.6% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of June 30, 2026, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 312 properties located in 10 states and the District of Columbia consisting of 85,520 apartment units. The ownership breakdown includes (table does not include any uncompleted development properties):


	Properties		Apartment Units
Wholly Owned Properties		295		81,039
Partially Owned Properties – Consolidated		13		3,096
Partially Owned Properties – Unconsolidated		4		1,385
		312		85,520

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

In preparation of the Company’s financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The balance sheets at December 31, 2025 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025.

Income and Other Taxes

EQR has elected to be taxed as a REIT. This, along with the nature of the operations of its operating properties, resulted in no provision for federal income taxes at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their allocable share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected taxable REIT subsidiary (“TRS”) status for certain of its corporate subsidiaries and, as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to the interim reporting standards which is intended to improve the navigability of the required interim reporting disclosures and clarify when that guidance is applicable. The update provides a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The standard will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the new rules on its disclosures.

In November 2024, the FASB issued a new standard on disaggregation of income statement expenses, which requires an entity to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in a tabular format in the notes to the financial statements. The standard will be effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the new rules on its disclosures.

In December 2023, the FASB issued an amendment to the income tax standards which requires disclosure enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The Company adopted the standard when effective for annual periods beginning January 1, 2025 on a prospective basis. Due to the nature of the Company's operations and the immaterial amount of income taxes incurred/paid due to its status as a REIT, adoption of the standard had no impact on its disclosures. See the Income and Other Taxes section above for additional discussion.

In November 2023, the FASB issued an amendment to the segment reporting standards which requires disclosure for each reportable segment, on an interim and annual basis, of the significant expense categories and amounts that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. Additionally, it requires disclosure of the title and position of the individual or the name of the group or committee identified as the chief operating decision maker. The Company adopted the standard when effective for annual periods beginning January 1, 2024 and interim periods beginning January 1, 2025 on a retrospective basis. See Note 12 for further discussion.

Equity, Capital and Other Interests

The Company refers to “Common Shares” and “Units” (which refer to both OP Units and restricted units) as equity securities for EQR and “General Partner Units” and “Limited Partner Units” as equity securities for ERPOP. To provide a streamlined and more readable presentation of the disclosures for the Company and the Operating Partnership, several sections below refer to the respective terminology for each with the same financial information and separate sections are provided, where needed, to further distinguish any differences in financial information and terminology.

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the six months ended June 30, 2026 and 2025:


	2026			2025
Common Shares
Common Shares outstanding at January 1,		377,806,173			379,475,383
Common Shares Issued:
Conversion of OP Units		112,398			224,399
Exercise of share options		126,702			83,754
Employee Share Purchase Plan (ESPP)		28,882			23,090
Restricted share grants, net		278,129			173,814
Common Shares Other:
Repurchased and retired		(3,458,394	)		—
Common Shares outstanding at June 30,		374,893,890			379,980,440
Units
Units outstanding at January 1,		9,325,363			11,543,773
Restricted unit grants, net		43,711			286,898
Conversion of OP Units to Common Shares		(112,398	)		(224,399	)
Units outstanding at June 30,		9,256,676			11,606,272
Total Common Shares and Units outstanding at June 30,		384,150,566			391,586,712
Units Ownership Interest in Operating Partnership		2.4	%		3.0	%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the six months ended June 30, 2026 and 2025:


	2026			2025
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,		387,131,536			391,019,156
Issued to General Partner:
Exercise of EQR share options		126,702			83,754
EQR’s Employee Share Purchase Plan (ESPP)		28,882			23,090
EQR’s restricted share grants, net		278,129			173,814
Issued to Limited Partners:
Restricted unit grants, net		43,711			286,898
General Partner Other:
OP Units repurchased and retired		(3,458,394	)		—
General and Limited Partner Units outstanding at June 30,		384,150,566			391,586,712
Limited Partner Units
Limited Partner Units outstanding at January 1,		9,325,363			11,543,773
Limited Partner restricted unit grants, net		43,711			286,898
Conversion of Limited Partner OP Units to EQR Common Shares		(112,398	)		(224,399	)
Limited Partner Units outstanding at June 30,		9,256,676			11,606,272
Limited Partner Units Ownership Interest in Operating Partnership		2.4	%		3.0	%

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership” and “Limited Partners Capital,” respectively, for the Company and the Operating Partnership. Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership/Limited Partners Capital may exchange their Units with EQR for Common Shares on a one-for-one basis. The book value of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital (including redeemable interests) is allocated based on

the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total plus the total number of Common Shares/General Partner Units. Net income is allocated to the Noncontrolling Interests – Operating Partnership/Limited Partners Capital based on the weighted average ownership percentage during the period.

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership/Limited Partners Capital requesting an exchange of their Noncontrolling Interests – Operating Partnership/Limited Partners Capital with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership/Limited Partners Capital for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital.

The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of book value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at June 30, 2026 and December 31, 2025.

The book value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total. Such percentage of the total book value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of book value or fair market value as described above. As of June 30, 2026 and 2025, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $189.9 million and $317.9 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the six months ended June 30, 2026 and 2025, respectively (amounts in thousands):


	2026			2025
Balance at January 1,	$	176,289		$	338,563
Change in market value		16,823			(19,568	)
Change in book value		(3,171	)		(1,090	)
Balance at June 30,	$	189,941		$	317,905

Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings and proceeds from exercise of options for Common Shares are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net proceeds from Common Shares and Preferred Shares are allocated for the Company between shareholders’ equity and Noncontrolling Interests – Operating Partnership and for the Operating Partnership between General Partner’s Capital and Limited Partners Capital to account for the change in their respective percentage ownership of the underlying equity.

The Company’s declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of June 30, 2026 and December 31, 2025:


				Amounts in thousands
		Annual
	Call	Dividend Per		June 30,		December 31,
	Date (1)	Share/Unit (2)		2026		2025
Preferred Shares/Preference Units of beneficial interest, $0.01 par value;100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $50 per share/unit; 343,100 shares/units issued and outstanding as of June 30, 2026 and December 31, 2025	12/10/2026	$	4.145	$	17,155	$	17,155
				$	17,155	$	17,155

(1)

On or after the call date, redeemable Preferred Shares/Preference Units may be redeemed for cash at the option of the Company or the Operating Partnership, respectively, in whole or in part, at a redemption price equal to the liquidation price per share/unit, plus accrued and unpaid distributions, if any.

(2)

Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2025 and expires in May 2028. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements. The current program matures in May 2028 and gives us the authority to issue up to 13.0 million shares, all of which remain available for issuance as of June 30, 2026.

During the six months ended June 30, 2026, the Company repurchased and subsequently retired approximately $219.4 million (3,458,394 shares at a weighted average price per share of $63.42) of its Common Shares in the open market under its share repurchase program. Concurrent with these transactions, ERPOP repurchased and retired the same amount of OP Units previously issued to EQR. As of June 30, 2026, 8,156,451 shares remained available for repurchase under this program.

Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of June 30, 2026 and December 31, 2025 (amounts in thousands):


	June 30, 2026			December 31, 2025
Land	$	5,516,087		$	5,563,407
Depreciable property:
Buildings and improvements		21,070,953			21,057,954
Furniture, fixtures and equipment		3,171,152			3,074,470
In-Place lease intangibles		565,999			573,116
Projects under development:
Land		22,419			19,278
Construction-in-progress		35,893			81,283
Land held for development:
Land		42,538			64,856
Construction-in-progress		15,780			21,485
Investment in real estate		30,440,821			30,455,849
Accumulated depreciation		(11,453,919	)		(11,016,900	)
Investment in real estate, net	$	18,986,902		$	19,438,949

During the six months ended June 30, 2026, the Company disposed of the following to unaffiliated parties (sales price and net gain (loss) in thousands):


		Properties				Apartment Units				Sales Price				Net Gain (Loss)
Rental Properties – Consolidated			2				515			$	164,000			$	(16,776	)

Investments in Partially Owned Entities

The Company has invested in various entities with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated).

Consolidated Variable Interest Entities (“VIEs”)

In accordance with accounting standards for consolidation of VIEs, the Company consolidates ERPOP on EQR’s financial statements. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management. The limited partners are not able to exercise substantive kick-out or participating rights. As a result, ERPOP qualifies as a VIE. EQR has a controlling financial interest in ERPOP and, thus, is ERPOP’s primary beneficiary. EQR has the power to direct the activities of ERPOP that most significantly impact ERPOP’s economic performance as well as the obligation to absorb losses or the right to receive benefits from ERPOP that could potentially be significant to ERPOP.

The Company has various equity interests in certain joint ventures that have been deemed to be VIEs, and the Company is the VIEs’ primary beneficiary. As a result, the joint ventures are required to be consolidated on the Company’s financial statements. The following table summarizes the Company’s consolidated joint ventures as of June 30, 2026:


	Consolidated Joint Ventures (VIE)
	Properties/Projects	Apartment Units
Operating Properties	12	2,656
Development Lease-Up Projects	1	440
Total	13	3,096

The following table provides consolidated assets and liabilities related to the Company's VIEs as of June 30, 2026 and December 31, 2025 (amounts in thousands):


	June 30, 2026		December 31, 2025
Consolidated Assets	$	595,586	$	596,013
Consolidated Liabilities	$	44,630	$	46,821

Investments in Unconsolidated Entities

The Company has various equity interests in certain joint ventures that are unconsolidated and accounted for using the equity method of accounting. Most of these have been deemed to be VIEs and the Company is not the VIEs' primary beneficiary. The remaining have been deemed not to be VIEs and the Company does not have a controlling voting interest.

The following table summarizes the Company’s investments in unconsolidated entities as of June 30, 2026 and December 31, 2025 (amounts in thousands except for ownership percentage):


	June 30, 2026		December 31, 2025			Ownership Percentage
Investments in Unconsolidated Entities:
Various Real Estate Holdings (VIE)	$	34,262	$	34,356		Varies
Operating Properties (VIE)		110,977		115,180		62% - 80% (1)
Development and Lease-Up Projects and Land Held for Development (VIE)		145,978		146,247		95% (1)
Real Estate Technology Funds/Companies (VIE)		31,922		30,420		Varies
Other		203		(264	)	Varies
Investments in Unconsolidated Entities	$	323,342	$	325,939

(1)

In certain instances, the joint venture agreements contain provisions for promoted interests in favor of our joint venture partner. If the terms of the promoted interest are attained, then our share of the proceeds from a sale or other capital event of the unconsolidated entity may be less than the indicated ownership percentage.

The following table summarizes the Company’s unconsolidated real estate joint ventures that were deemed to be VIEs as of June 30, 2026:


	Unconsolidated Joint Ventures (VIE)
	Properties/Projects/Entities	Apartment Units
Operating Properties	3	1,016
Development Lease-Up Projects	1	369
Real Estate Holdings (1)	3	—
Projects Under Development (2)	1	270	(3)
Total	8	1,655

(1)

Represents entities that hold various real estate investments.

(2)

Represents separate unconsolidated joint ventures for the purpose of developing multifamily rental properties.

(3)

Represents the intended number of apartment units to be developed.

Restricted Deposits

The following table presents the Company’s restricted deposits as of June 30, 2026 and December 31, 2025 (amounts in thousands):


	June 30, 2026		December 31, 2025
Mortgage escrow deposits:
Real estate taxes and insurance	$	351	$	198
Mortgage principal reserves/sinking funds		37,659		33,143
Mortgage escrow deposits		38,010		33,341
Restricted cash:
Restricted deposits on real estate investments		4,027		5,483
Resident security and utility deposits		47,883		48,533
Replacement reserves		14,012		12,803
Other		3,043		2,790
Restricted cash		68,965		69,609
Restricted deposits	$	106,975	$	102,950

Leases

Lessor Accounting

The Company is the lessor for its residential and non-residential leases and these leases are accounted for as operating leases under the lease standard.

The following table presents the lease income types relating to total lease revenue along with the total other rental income for the six months ended June 30, 2026 and 2025 (amounts in thousands):


Income Type	June 30, 2026		June 30, 2025
Residential and non-residential rent	$	1,424,788	$	1,399,450
Utility recoveries (RUBS income) (1)		54,938		51,432
Parking rent		23,872		24,640
Other lease revenue, net (2)		15,061		6,219
Total lease revenue		1,518,659		1,481,741
Parking revenue		22,032		21,551
Other revenue		24,204		26,345
Total other rental income (3)		46,236		47,896
Rental income	$	1,564,895	$	1,529,637

(1)

RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)

Other lease revenue consists of the revenue adjustment related to bad debt, service fees, pet rent and other miscellaneous lease revenue.

(3)

Other rental income is accounted for under the revenue recognition standard and primarily consists of third-party transient parking revenue, termination settlement income and ancillary income such as cable and laundry revenue and renters insurance.

The following table presents the lease income types relating to total lease revenue along with the total other rental income for the quarters ended June 30, 2026 and 2025 (amounts in thousands):


Income Type	June 30, 2026		June 30, 2025
Residential and non-residential rent	$	712,831	$	702,341
Utility recoveries (RUBS income) (1)		27,944		25,934
Parking rent		11,750		12,377
Other lease revenue, net (2)		8,904		3,932
Total lease revenue		761,429		744,584
Parking revenue		11,388		10,877
Other revenue		12,232		13,366
Total other rental income (3)		23,620		24,243
Rental income	$	785,049	$	768,827

(1)

RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)

Other lease revenue consists of the revenue adjustment related to bad debt, service fees, pet rent and other miscellaneous lease revenue.

(3)

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the six months ended June 30, 2026 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following table summarizes the Company’s mortgage notes payable activity for the six months ended June 30, 2026 (amounts in thousands):


	Mortgage notes payable, net as of December 31, 2025		Proceeds		Lump sum payoffs		Scheduled principal repayments		Amortization of premiums/ discounts		Amortization of deferred financing costs, net (1)		Mortgage notes payable, net as of June 30, 2026
Fixed Rate Debt:
Secured – Conventional	$	1,403,671	$	—	$	—	$	—	$	789	$	442	$	1,404,902
Floating Rate Debt:
Secured – Tax Exempt		186,233		—		—		—		616		70		186,919
Total	$	1,589,904	$	—	$	—	$	—	$	1,405	$	512	$	1,591,821

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2026:


		June 30, 2026
Interest Rate Ranges (ending)		0.10% - 5.25%
Weighted Average Interest Rate		3.72%
Maturity Date Ranges		2029-2061

As of June 30, 2026, the Company had $195.9 million of secured tax-exempt bonds subject to third-party credit enhancement.

Notes

The following table summarizes the Company’s notes activity for the six months ended June 30, 2026 (amounts in thousands):


	Notes, net as of December 31, 2025		Proceeds		Lump sum payoffs		Amortization of premiums/ discounts		Amortization of deferred financing costs, net (1)		Notes, net as of June 30, 2026
Fixed Rate Debt:
Unsecured – Public	$	5,998,458	$	—	$	—	$	1,203	$	2,341	$	6,002,002

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2026:


		June 30, 2026
Interest Rate Ranges (ending)		1.85% - 7.57%
Weighted Average Interest Rate		3.77%
Maturity Date Ranges		2026-2047

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for the six months ended June 30, 2026.

Line of Credit and Commercial Paper

The Company has a $2.5 billion unsecured revolving credit facility maturing on December 3, 2030. The Company has the ability to increase available borrowings by an additional $1.0 billion by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be the Secured Overnight Financing Rate ("SOFR") plus a spread (currently 0.725%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. The weighted average interest rate on the revolving credit facility was 4.40% for the six months ended June 30, 2026.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.5 billion subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.

The following table summarizes certain weighted average interest rate, maturity and amount outstanding information for the commercial paper program as of and for the six months ended June 30, 2026:


		June 30, 2026
Weighted Average Interest Rate (1)		3.96%
Weighted Average Maturity (in days)		3
Weighted Average Amount Outstanding		$718.3 million

(1)

The notes bear interest at various floating rates.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.5 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of June 30, 2026 (amounts in thousands):


	June 30, 2026
Unsecured revolving credit facility commitment	$	2,500,000
Commercial paper balance outstanding		(668,000	)
Unsecured revolving credit facility balance outstanding		—
Other restricted amounts		(3,464	)
Unsecured revolving credit facility availability	$	1,828,536

Other

On May 20, 2026, the Company entered into a commitment letter for a senior unsecured bridge loan facility of up to $2.0 billion to fund potential transaction costs and refinancings of existing debt in connection with its pending merger with AvalonBay Communities, Inc. ("AvalonBay"). No amounts were drawn under the bridge loan facility during the six months ended June 30, 2026. See Note 11 for additional discussion.

Fair Value Measurements

A three-level valuation hierarchy exists for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table summarizes the inputs to the valuations for each type of fair value measurement:


Fair Value Measurement Type		Valuation Inputs
Employee holdings (other than Common Shares) within the supplemental executive retirement plan (the “SERP”)		Quoted market prices for identical assets. These holdings are included in other assets and other liabilities on the consolidated balance sheets.
Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners		Quoted market price of Common Shares.
Mortgage notes payable and private unsecured debt (including its commercial paper and line of credit, if applicable)		Indicative rates provided by lenders of similar loans.
Public unsecured notes		Quoted market prices for each underlying issuance.
Derivatives		Readily observable market parameters such as forward yield curves and credit default swap data.

The fair values of the Company’s financial instruments (other than the items listed above and the investments disclosed below) approximate their carrying or contract value. The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at June 30, 2026 and December 31, 2025, respectively (amounts in thousands):


	June 30, 2026				December 31, 2025
	Carrying Value		Estimated Fair Value (Level 2)		Carrying Value		Estimated Fair Value (Level 2)
Mortgage notes payable, net	$	1,591,821	$	1,535,522	$	1,589,904	$	1,532,421
Unsecured debt, net		6,669,848		6,355,634		6,585,106		6,333,952
Total debt, net	$	8,261,669	$	7,891,156	$	8,175,010	$	7,866,373

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at June 30, 2026 and December 31, 2025, respectively (amounts in thousands):


				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	6/30/2026		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan	Other Assets	$	100,579	$	100,579	$	—	$	—

Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	100,579	$	100,579	$	—	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	189,941	$	—	$	189,941	$	—


				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2025		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan	Other Assets	$	107,365	$	107,365	$	—	$	—

Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	107,365	$	107,365	$	—	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	176,289	$	—	$	176,289	$	—

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the six months ended June 30, 2026 and 2025, respectively (amounts in thousands):


June 30, 2026 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative		Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	—	Interest expense	$	(573	)
Total	$	—		$	(573	)


June 30, 2025 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	(3,550	)	Interest expense	$	(951	)
Total	$	(3,550	)		$	(951	)

As of June 30, 2026 and December 31, 2025, there were approximately $2.7 million and $2.2 million in deferred gains, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled and/or unsettled derivative instruments, of which an estimated $0.8 million may be recognized as additional interest expense during the twelve months ending June 30, 2027.

Other

The Company has invested in various equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with the applicable accounting standards for equity securities. These investments are carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer.

The following table summarizes the Company’s real estate technology investment securities included in other assets as of June 30, 2026 and December 31, 2025 (amounts in thousands):


		June 30, 2026				December 31, 2025
Real Estate Technology Investments		$	43,185			$	47,409

During the six months ended June 30, 2026, the Company sold one of these investment securities for proceeds of approximately $14.6 million and realized a gain on sale of approximately $10.1 million, which is included in interest and other income in the consolidated statements of operations.

10.

Earnings Per Share and Earnings Per Unit

Equity Residential

The following tables set forth the computation of net income per share – basic and net income per share – diluted for the Company (amounts in thousands except per share amounts):


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
Numerator for net income per share – basic:
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Allocation to Noncontrolling Interests – Operating Partnership		(4,454	)		(12,328	)		(2,501	)		(5,226	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Preferred distributions		(711	)		(711	)		(355	)		(355	)
Numerator for net income per share – basic	$	203,503		$	448,237		$	113,780		$	192,001
Numerator for net income per share – diluted:
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Preferred distributions		(711	)		(711	)		(355	)		(355	)
Numerator for net income per share – diluted	$	207,957		$	460,565		$	116,281		$	197,227
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic		374,907			379,359			374,179			379,508
Effect of dilutive securities:
OP Units		8,202			10,420			8,227			10,329
Long-term compensation shares/units		1,419			1,566			1,472			1,661
Denominator for net income per share – diluted		384,528			391,345			383,878			391,498
Net income per share – basic	$	0.54		$	1.18		$	0.30		$	0.51
Net income per share – diluted	$	0.54		$	1.18		$	0.30		$	0.50

ERP Operating Limited Partnership

The following tables set forth the computation of net income per Unit – basic and net income per Unit – diluted for the Operating Partnership (amounts in thousands except per Unit amounts):


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
Numerator for net income per Unit – basic and diluted:
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,173	)		(2,307	)		(1,104	)		(1,203	)
Allocation to Preference Units		(711	)		(711	)		(355	)		(355	)
Numerator for net income per Unit – basic and diluted	$	207,957		$	460,565		$	116,281		$	197,227
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic		383,109			389,779			382,406			389,837
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units		1,419			1,566			1,472			1,661
Denominator for net income per Unit – diluted		384,528			391,345			383,878			391,498
Net income per Unit – basic	$	0.54		$	1.18		$	0.30		$	0.51
Net income per Unit – diluted	$	0.54		$	1.18		$	0.30		$	0.50

11.

Commitments and Contingencies

Pending Merger

On May 20, 2026, EQR, ERPOP, AvalonBay and Canopy Merger Sub LLC, a direct, wholly owned subsidiary of EQR (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”), which provides for the combination of EQR and AvalonBay in a merger of equals transaction.

Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) on the closing date but prior to the effective time of the Merger (the “Effective Time”), AvalonBay will contribute certain assets (the “Asset Contribution”) in exchange for units of partnership interest in ERPOP that have, in the aggregate, a value equal to the fair market value of such contributed assets and (ii) following the Asset Contribution and at the Effective Time, AvalonBay will merge with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of EQR (the “Merger”). Each of the Board of Trustees of EQR and the Board of Directors of AvalonBay has unanimously approved or adopted, as applicable, the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Merger Agreement provides that each share of common stock, par value $0.01 per share, of AvalonBay (“AvalonBay Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares described in the Merger Agreement) will be converted into the right to receive 2.793 Common Shares and cash in lieu of fractional shares, if any (the “Merger Consideration”). Upon completion, legacy EQR shareholders are expected to own approximately 49% of the combined company, and legacy AvalonBay stockholders are expected to own approximately 51%.

The transaction will be accounted for as a reverse acquisition under the business combination accounting rules in which EQR is considered the legal acquirer because EQR issues Common Shares to AvalonBay stockholders, while AvalonBay is designated as the accounting acquirer based primarily on post-merger relative ownership percentage and the composition of senior executive leadership. Consequently, EQR’s historical assets and liabilities will be recorded at estimated fair value as of the closing date, and the combined financial statements will present AvalonBay’s historical balances and results.

The preliminary purchase price and the amount of expected transaction costs are both subject to change until the closing date. To fund the expected transaction costs and planned refinancing of existing debt, ERPOP entered into a commitment letter on May 20, 2026 for a senior unsecured bridge loan facility of up to $2.0 billion. Borrowings under the facility will initially bear interest at a variable rate of SOFR plus 0.725% per annum (subject to adjustments based on credit ratings and time outstanding) plus additional fees, with a maturity of 364 days following the closing of the Merger. The exact timing and amount of any borrowings remain undetermined. The completion of the Merger is not conditioned upon the availability of the bridge facility or any other financing. See Note 8 for additional discussion.

Following the closing, the combined company will operate under a new name and will have dual headquarters in Chicago, Illinois and Arlington, Virginia. The Board of Trustees of the combined company will consist of 14 members, composed of seven members from each of the Board of Trustees of EQR and the Board of Directors of AvalonBay.

EQR and AvalonBay expect to complete the Merger in the second half of 2026, subject to the satisfaction or waiver of customary closing conditions, including the approval of the issuance of shares of the Company in connection with the Merger (the “Share Issuance”) by the Company’s shareholders, the approval of the Merger by the AvalonBay stockholders and the absence of any injunction or order by any court or other governmental entity prohibiting or making illegal the Merger. However, EQR and AvalonBay cannot predict the actual date on which the Merger will be completed because completion is subject to conditions beyond their control, and it is possible that such conditions could result in the Merger being completed later or not being completed at all.

In connection with the pending Merger, the Company has engaged financial advisors whose compensation is substantially success-based and substantially contingent upon the closing of the transaction.

The Merger Agreement also contains a reciprocal termination fee framework. Under specified circumstances, EQR may be required to pay AvalonBay a termination fee of approximately $1.005 billion, and under specified circumstances AvalonBay may be required to pay EQR a termination fee of approximately $1.070 billion.

The pending Merger will constitute a change in control under the Company’s employee benefit and share incentive plans. The Company maintains change in control agreements with its executive officers that provide for lump-sum cash severance, prorated incentive grants and continuous welfare benefits if the executive experiences a qualifying termination within 24 to 36 months following

the change in control. Certain post-closing management retention equity awards and cash transaction bonuses have also been authorized under the terms of the Merger Agreement.

Commitments

Real Estate Development Commitments

As of June 30, 2026, the Company has both consolidated and unconsolidated real estate projects under development. The following table summarizes the gross remaining total project costs for the Company’s projects under development at June 30, 2026 (total project costs remaining in thousands):


	Projects		Apartment Units		Total Project Costs Remaining (1)
Projects Under Development
Consolidated		2		520	$	116,149
Unconsolidated		1		270		9,905
Total Projects Under Development		3		790	$	126,054

(1)

The Company’s share of the $126.1 million in total project costs remaining approximates $116.2 million, with the balance funded by the applicable construction loans (approximately $9.9 million).

We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties. The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 5 for additional discussion.

Other Commitments

We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments. As of June 30, 2026, the Company has invested in eleven separate such investments totaling $53.0 million with aggregate remaining commitments of approximately $15.0 million.

Contingencies

Litigation and Legal Matters

The Company, as an owner of real estate, is subject to various federal, state and local laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.

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 June 30, 2026 and December 31, 2025, the Company’s litigation accruals approximated $43.1 million and $70.6 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. As of June 30, 2026 and December 31, 2025, the Company does not believe there is any litigation pending or threatened against it that, either individually or in the aggregate and inclusive of the matters accrued for as noted above and the matters discussed below, may reasonably be expected to have a material adverse effect on the Company and its financial condition.

The Company has been named as a defendant in a number of cases filed by private plaintiffs 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 two 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. On April 13, 2026, the Company entered into a settlement agreement to fully resolve the consolidated putative class action litigation at an amount totaling $56.0 million. On May 12, 2026, the Company funded the $56.0 million to the claims administrator in accordance with the terms of the settlement agreement, and on May 22, 2026,

the settlement received preliminary approval from the court. It remains subject to final court approval. The Company also continues to vigorously defend two other cases with similar allegations filed by the District of Columbia and the State of Maryland, respectively, 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. The resolution of these proceedings cannot be predicted with certainty.

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. During the fourth quarter of 2025, the parties reached a settlement in principle to fully resolve these matters at an amount approximating $42.7 million, of which $2.7 million was funded to the claims administrator following final court approval of one portion of this case. The remaining $40.0 million is included in the litigation accruals noted above. In February 2026, the court granted preliminary approval of the remaining settlement but it is subject to final court approval.

12.

Reportable Segments

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker, who is the Company’s chief executive officer, decides how resources are allocated and assesses performance on a recurring basis at least quarterly.

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company’s operating performance of our apartment communities geographically by market on a same store basis and in total on a non-same store basis, which represent our operating segments.

The Company has aggregated its geographic same store operating segments into one reportable segment called same store. Management believes the properties in the same store reportable segment have similar economic characteristics, facilities, services and residents, which is in alignment with the required aggregation criteria. The following reflects the two reportable segments for the Company:

Same store primarily includes all properties acquired or completed that were stabilized (defined as having achieved 90% physical occupancy for three consecutive months) for all of the current and comparable periods presented.

Non-same store primarily includes all properties acquired during the current and prior year, any properties in lease-up and not stabilized for all of the current and comparable periods presented and any properties undergoing major renovations.

The Company has non-residential activities included in each of its reportable segments, which account for less than 4.0% of total revenues for the six months ended June 30, 2026 and 2025, respectively, and serve as an amenity for our residential residents. All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the six months and quarters ended June 30, 2026 and 2025, respectively.

The primary financial measure for the Company’s reportable segments is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense and 2) real estate taxes and insurance expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

The following table presents a reconciliation of net income per the consolidated statements of operations to NOI for the six months and quarters ended June 30, 2026 and 2025, respectively (amounts in thousands):


	Six Months Ended June 30,						Quarter Ended June 30,
	2026			2025			2026			2025
Net income	$	210,841		$	463,583		$	117,740		$	198,785
Adjustments:
Property management		73,290			70,602			38,149			34,786
General and administrative		33,505			36,786			16,640			18,531
Depreciation		493,875			497,635			246,379			240,889
Net (gain) loss on sales of real estate properties		16,776			(212,432	)		16,744			(58,280	)
Interest and other income		(15,192	)		(3,821	)		(12,954	)		(2,129	)
Other expenses		50,792			8,961			10,004			4,805
Interest:
Expense incurred, net		159,832			147,431			82,462			75,317
Amortization of deferred financing costs		4,290			4,247			2,145			2,103
Income and other tax expense (benefit)		833			829			411			407
(Income) loss from investments in unconsolidated entities		4,360			11,407			2,318			4,996
Net (gain) loss on sales of land parcels		—			78			—			11
Total NOI	$	1,033,202		$	1,025,306		$	520,038		$	520,221

The following tables present NOI from our rental real estate for the six months and quarters ended June 30, 2026 and 2025, respectively (amounts in thousands):


	Six Months Ended June 30, 2026							Six Months Ended June 30, 2025
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	232,920	$	75,760	$	157,160		$	230,831	$	72,267	$	158,564
Orange County		65,230		14,743		50,487			63,811		14,174		49,637
San Diego		42,953		9,747		33,206			42,392		9,275		33,117
Subtotal - Southern California		341,103		100,250		240,853			337,034		95,716		241,318

San Francisco		241,171		67,020		174,151			226,105		67,347		158,758
New York		255,095		104,994		150,101			245,386		101,945		143,441
Washington, D.C.		219,603		71,567		148,036			217,225		68,689		148,536
Boston		162,902		52,073		110,829			160,645		48,863		111,782
Seattle		134,186		40,027		94,159			132,887		38,026		94,861
Denver		51,406		17,284		34,122			54,594		16,963		37,631
Atlanta		47,522		17,019		30,503			48,535		16,153		32,382
Dallas/Austin		37,287		15,912		21,375			38,022		16,499		21,523
Total same store		1,490,275		486,146		1,004,129			1,460,433		470,201		990,232

Non-same store		67,564		27,708		39,856			24,395		11,057		13,338
Total reportable segments		1,557,839		513,854		1,043,985			1,484,828		481,258		1,003,570

Other (2)		7,056		17,839		(10,783	)		44,809		23,073		21,736

Totals	$	1,564,895	$	531,693	$	1,033,202		$	1,529,637	$	504,331	$	1,025,306

(1)

For the six months ended June 30, 2026 and 2025, same store represented 78,385 apartment units.

(2)

Other includes development, other corporate operations and operations prior to disposition for properties sold.


	Quarter Ended June 30, 2026							Quarter Ended June 30, 2025
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	116,796	$	37,427	$	79,369		$	115,731	$	35,725	$	80,006
Orange County		32,724		7,389		25,335			31,964		6,940		25,024
San Diego		21,576		4,963		16,613			21,287		4,605		16,682
Subtotal - Southern California		171,096		49,779		121,317			168,982		47,270		121,712

San Francisco		121,811		32,076		89,735			113,781		32,930		80,851
New York		127,934		52,167		75,767			123,589		50,293		73,296
Washington, D.C.		109,975		35,147		74,828			109,392		33,949		75,443
Boston		81,827		25,076		56,751			80,924		23,708		57,216
Seattle		67,134		20,046		47,088			66,642		19,263		47,379
Denver		27,215		9,145		18,070			29,092		9,072		20,020
Atlanta		23,767		8,482		15,285			23,989		8,138		15,851
Dallas/Austin		18,658		8,010		10,648			19,135		8,320		10,815
Total same store		749,417		239,928		509,489			735,526		232,943		502,583

Non-same store		32,947		13,417		19,530			12,301		5,230		7,071
Total reportable segments		782,364		253,345		529,019			747,827		238,173		509,654

Other (2)		2,685		11,666		(8,981	)		21,000		10,433		10,567

Totals	$	785,049	$	265,011	$	520,038		$	768,827	$	248,606	$	520,221

(1)

For the quarters ended June 30, 2026 and 2025, same store represented 78,612 apartment units.

(2)

Other includes development, other corporate operations and operations prior to disposition for properties sold.

The following tables present reconciliations of operating expenses for each reportable segment for the six months and quarters ended June 30, 2026 and 2025, respectively (amounts in thousands):


	Six Months Ended June 30, 2026						Six Months Ended June 30, 2025
	Same Store (1)		Non-Same Store		Total		Same Store (1)		Non-Same Store		Total
Operating expenses:
Real estate taxes	$	194,352	$	10,290	$	204,642	$	190,359	$	3,068	$	193,427
On-site payroll		89,279		5,318		94,597		87,801		2,112		89,913
Utilities		80,328		3,839		84,167		74,349		1,870		76,219
Repairs and maintenance		66,105		4,315		70,420		63,361		1,760		65,121
Other (2)		56,082		3,946		60,028		54,331		2,247		56,578
Total	$	486,146	$	27,708	$	513,854	$	470,201	$	11,057	$	481,258

(1)

For the six months ended June 30, 2026 and 2025, same store represented 78,385 apartment units.

(2)

Other operating expenses for each reportable segment includes insurance, leasing and advertising and other on-site operating expenses.


	Quarter Ended June 30, 2026						Quarter Ended June 30, 2025
	Same Store (1)		Non-Same Store		Total		Same Store (1)		Non-Same Store		Total
Operating expenses:
Real estate taxes	$	96,632	$	5,037	$	101,669	$	95,437	$	1,477	$	96,914
On-site payroll		45,024		2,579		47,603		43,655		953		44,608
Utilities		37,911		1,678		39,589		34,577		858		35,435
Repairs and maintenance		34,056		2,190		36,246		33,505		841		34,346
Other (2)		26,305		1,933		28,238		25,769		1,101		26,870
Total	$	239,928	$	13,417	$	253,345	$	232,943	$	5,230	$	238,173

(1)

For the quarters ended June 30, 2026 and 2025, same store represented 78,612 apartment units.

(2)

Other operating expenses for each reportable segment includes insurance, leasing and advertising and other on-site operating expenses.

The following table presents a reconciliation of total assets and capital expenditures as of and for the six months ended June 30, 2026 (amounts in thousands):


	June 30, 2026
	Same Store (1)		Non-Same Store		Other (2)		Total
Total assets	$	17,833,984	$	1,844,005	$	597,588	$	20,275,577
Capital expenditures	$	146,109	$	14,081	$	138	$	160,328

(1)

For the six months ended June 30, 2026, same store represented 78,385 apartment units.

(2)

Other includes development, other corporate operations and capital expenditures for properties sold.

13.

Subsequent Events

There have been no material subsequent events occurring since June 30, 2026.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations