EQUITY RESIDENTIAL — Director's Dealing 2024

Feb 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2024-02-01

Reporting Person: Parrell Mark J. (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-01	Restricted Units	$	A	33480	Acquired	2034-02-01	Common Shares Of Beneficial Interest (33480)	Direct
2024-02-01	Non-qualified Stock Option (Right to Buy)	$60.96	A	58335	Acquired	2034-02-01	Common Shares Of Beneficial Interest (58335)	Direct

Footnotes

F1: On February 1, 2024, the reporting person received a grant of Series 2024B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation.

F2: RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.

F3: The Restricted Units are scheduled to vest on February 1, 2027.

F4: Represents share options scheduled to vest in three equal installments on February 1, 2025, February 1, 2026 and February 1, 2027.