Material Agreement, Regulation FD Disclosure (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 15, 2025, Equity Residential (the "Company") and its operating partnership, ERP Operating Limited Partnership (the "Operating Partnership"), entered into (i) the Distribution Agreement (a "Distribution Agreement") with JPMorgan Chase Bank, National Association, Barclays Bank PLC, Bank of America, N.A., Bank of Montreal, The Bank of New York Mellon, Deutsche Bank AG, London Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, and The Bank of Nova Scotia (such entities, when acting in their capacities as forward purchasers, the "Forward Purchasers") and J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and Scotia Capital (USA) Inc. (such entities, when acting in their capacities as sales agents and/or principals for the Company, the "Agents," and when acting in their capacities as agents for the Forward Purchasers, the "Forward Sellers"), that continues the Company's existing program with respect to the sale of up to 13,000,000 common shares of beneficial interest, par value $0.01 per share, of the Company (the "Shares") from time to time in "at the market" offerings or certain other transactions (the "ATM Program") and (ii) the separate Master Confirmations for Issuer Share Forward Sale Transactions (each, a "Master Forward Sale Confirmation") with each of the Forward Purchasers. The 13,000,000 Shares consist of 13,000,000 Shares that were previously authorized for sale under the ATM Program but were not sold under the Company's prospectus supplement, dated May 18, 2022, to the base prospectus, dated May 17, 2022, included in the Company's registration statement on Form S-3 (File No. 333-265017), which expired upon the filing of the automatic shelf registration statement discussed below.

The Distribution Agreement provides that, in addition to the sale of the Shares by the Company through the Agents, the Company may enter into forward sale agreements pursuant to each Master Forward Sale Confirmation and a related supplemental confirmation with the Forward Purchaser or its affiliate. In connection with each particular forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through the relevant Forward Seller, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement.

The Company will not initially receive any proceeds from the sale of borrowed Shares by a Forward Seller. The Company expects to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of Shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds from the issuance of Shares, and the Company will instead receive or pay cash (in the case of cash settlement) or receive or deliver Shares (in the case of net share settlement).

The Distribution Agreement provides that each Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Agent under the Distribution Agreement. In connection with each forward sale agreement, the Company will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under such forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price of all borrowed Shares sold by it as a Forward Seller.

The Shares will be issued pursuant to the prospectus supplement filed on May 15, 2025 and the Company's automatic shelf registration statement on Form S-3 (File No. 333-287237) filed on May 13, 2025 with the Securities and Exchange Commission. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The Distribution Agreement and the form of Master Forward Sale Confirmation are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report. The descriptions of the Distribution Agreement and the form of Master Forward Sale Confirmation do not purport to be complete and are qualified in their entirety by reference to the Distribution Agreement and the form of Master Forward Sale Confirmation filed herewith as exhibits to this Current Report.

Item 7.01 Regulation FD Disclosure.

Automatic Shelf Registration & Share Repurchase Program

The automatic shelf registration statement referred to above was filed to replace the Company's automatic shelf registration that was scheduled to expire on May 17, 2025. The Company also maintains a share repurchase program with authorization for the repurchase of up to 13,000,000 common shares.