Equity Residential

02/13/2026 | Press release | Distributed by Public on 02/13/2026 15:22

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis ofFinancial Condition and Results of Operations

The following discussion and analysis of the results of operations and financial condition of the Company and the Operating Partnership should be read in connection with the Consolidated Financial Statements and Notes thereto. Due to the Company's ability to control the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary entity has been consolidated with the Company for financial reporting purposes, except for any unconsolidated properties/entities. Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K. In addition, please refer to the Definitions section below for various capitalized terms not immediately defined in this Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Company's management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management's control. Additional factors that might cause such differences are discussed in Part I of this Annual Report on Form 10-K, particularly those under Item 1A, Risk Factors. Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements.

Overview

See Item 1, Business, for discussion regarding the Company's overview.

Business Objectives and Operating and Investing Strategies

See Item 1, Business, for discussion regarding the Company's business objectives and operating and investing strategies.

Results of Operations

2024 and 2025 Transactions

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the years ended December 31, 2024 and 2025:

Portfolio Rollforward

($ in thousands)

Properties

Apartment
Units

Purchase Price

Acquisition
Cap Rate

12/31/2023

302

80,191

Acquisitions:

Consolidated Rental Properties

16

4,986

$

1,438,250

5.1

%

Consolidated Rental Properties - Not Stabilized

2

387

$

153,845

5.5

%

Unconsolidated Land Parcels

-

-

$

33,394

Sales Price

Disposition
Yield

Dispositions:

Consolidated Rental Properties

(13

)

(2,598

)

$

(975,641

)

(5.4

)%

Completed Developments - Unconsolidated

4

1,262

Configuration Changes

-

21

12/31/2024

311

84,249

Purchase Price

Acquisition
Cap Rate

Acquisitions:

Consolidated Rental Properties

9

2,439

$

636,843

5.1

%

Consolidated Land Parcels

-

-

$

22,847

Sales Price

Disposition
Yield

Dispositions:

Consolidated Rental Properties

(11

)

(2,468

)

$

(1,122,061

)

(5.4

)%

Consolidated Land Parcels

-

-

$

(4,300

)

Unconsolidated Land Parcels

-

-

$

(8,813

)

Completed Developments - Consolidated

2

495

Completed Developments - Unconsolidated

1

450

Configuration Changes

-

25

12/31/2025

312

85,190

Acquisitions

The consolidated properties acquired in 2024 are located in the Atlanta (7), Boston, Dallas/Ft. Worth (5) and Denver (5) markets;
Acquired its joint venture partner's 8.0% interest in a 312-unit apartment property in 2024, located in the Washington, D.C. market, for $3.1 million in cash. The property is now wholly owned;
The consolidated properties acquired in 2025 are located in the Atlanta (8) and Dallas/Ft. Worth markets; and
The consolidated land parcels acquired in 2025 are located in the Atlanta (2) market.

Dispositions

The consolidated properties disposed of in 2024 were located in the Boston, Orange County, San Francisco (3), Washington, D.C. (5), Seattle (2) and San Diego markets;
The consolidated properties disposed of in 2025 were located in the Boston (2), Los Angeles (2), New York, San Diego,
Seattle (4) and Washington, D.C. markets; and
The consolidated land parcel disposed of in 2025 was located in the New York market.

Developments

Consolidated:
Completed construction on two wholly owned consolidated apartment properties during 2025, located in the San Francisco and Denver markets, consisting of an aggregate of 495 apartment units totaling approximately $237.8 million of development costs; and
Acquired its joint venture partners' interests (ranging from 10% to 25%) in three previously unconsolidated properties, consisting of an aggregate of 966 apartment units, in 2025, located in the Dallas/Ft. Worth (2) and Denver markets, for approximately $16.4 million in cash and also contributed approximately $151.9 million for the respective joint ventures to repay the construction loans encumbering the properties, one of which was held by the Company. The properties are now wholly owned.
Unconsolidated:
Completed construction on four unconsolidated apartment properties during 2024, located in the Denver and Dallas/Ft. Worth (3) markets, consisting of 1,262 apartment units totaling approximately $338.0 million of development costs;
Previously entered into two separate unconsolidated joint ventures for the purpose of developing vacant land parcels in the Boston and Seattle markets. During 2024, the joint ventures acquired their respective land parcels for the total purchase price listed above; and
Completed construction on one unconsolidated apartment property during 2025, located in the New York market, consisting of 450 apartment units totaling approximately $201.2 million of development costs.

See Notes 4 and 5 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company's real estate investments and investments in partially owned entities.

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, 2025 as compared to the same period in 2024:

Year Ended
December 31

Diluted earnings per share/unit for full year 2024

$

2.72

Property NOI

0.15

Interest expense

(0.05

)

Corporate overhead (1)

(0.01

)

Net gain/loss on property sales

0.21

Depreciation expense

(0.17

)

Other

0.09

Diluted earnings per share/unit for full year 2025

$

2.94

(1)
Corporate overhead includes property management and general and administrative expenses.

The Company's primary financial measure for evaluating each of its apartment communities is net operating income ("NOI"). NOI represents rental income less direct property operating expenses (including real estate taxes and insurance). 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.

The following tables present reconciliations of net income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store/other results (amounts in thousands):

Year Ended December 31,

2025

2024

$
Change

%
Change

Net income

$

1,151,949

$

1,070,975

$

80,974

7.6

%

Adjustments:

Property management

133,369

132,739

630

0.5

%

General and administrative

65,280

61,653

3,627

5.9

%

Depreciation

1,010,400

952,191

58,209

6.1

%

Net (gain) loss on sales of real estate properties

(626,388

)

(546,797

)

(79,591

)

14.6

%

Interest and other income

(52,440

)

(30,329

)

(22,111

)

72.9

%

Other expenses

60,485

74,051

(13,566

)

(18.3

)%

Interest:

Expense incurred, net

306,798

285,735

21,063

7.4

%

Amortization of deferred financing costs

8,768

7,834

934

11.9

%

Income and other tax expense (benefit)

1,585

1,256

329

26.2

%

(Income) loss from investments in unconsolidated entities

18,915

8,974

9,941

110.8

%

Net (gain) loss on sales of land parcels

80

-

80

100.0

%

Total NOI

$

2,078,801

$

2,018,282

$

60,519

3.0

%

Rental income:

Same store

$

2,821,804

$

2,749,354

$

72,450

2.6

%

Non-same store/other

272,155

230,754

41,401

17.9

%

Total rental income

3,093,959

2,980,108

113,851

3.8

%

Operating expenses:

Same store

904,887

872,799

32,088

3.7

%

Non-same store/other

110,271

89,027

21,244

23.9

%

Total operating expenses

1,015,158

961,826

53,332

5.5

%

NOI:

Same store

1,916,917

1,876,555

40,362

2.2

%

Non-same store/other

161,884

141,727

20,157

14.2

%

Total NOI

$

2,078,801

$

2,018,282

$

60,519

3.0

%

See Note 16 in the Notes to Consolidated Financial Statements for our disclosure of reportable segments.

The comparison discussions provided below detail the changes in results for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase in same store rental income is primarily driven by good demand and modest supply across most of our markets.
The increase in same store operating expenses is due primarily to:
Real estate taxes - An $8.1 million increase due to escalation in rates and assessed values;
Utilities - An $11.3 million increase primarily driven by higher commodity prices, higher sewer and trash rates and higher water usage in Southern California; and
Repairs and maintenance - A $6.2 million increase primarily driven by costs associated with the implementation of various resident technology initiatives (including bulk Wi-Fi programs).
Non-same store/other NOI results consist primarily of properties acquired in calendar years 2024 and 2025, operations from the Company's development properties, other corporate operations and operations prior to disposition from 2024 and 2025 sold properties. The increase in NOI is primarily a result of the Company's 2025 and significant second half of 2024 net acquisition activity, which is positively impacting 2025 results.
The increase in consolidated total NOI is a result of the Company's higher NOI from non-same store properties as noted above and higher NOI from same store properties, largely due to improvement in same store revenues and the Company's continued focus
on same store expense efficiency.

See the Same Store Resultssection below for additional discussion of those results. See the reconciliation table of net income per the consolidated statements of operations to NOI above for the dollar and percentage changes related to the comparison discussions provided below.

Property management expenses include off-site expenses associated with the self-management of the Company's properties as well as management fees paid to any third-party management companies. The increase during the year ended December 31, 2025 as compared to 2024 is primarily attributable to increases in training and marketing expenses, information technology expenses and legal and professional fees, partially offset by decreases in workforce/contractors costs and payroll-related costs.

General and administrative expenses, which include corporate operating expenses, increased during the year ended December 31, 2025 as compared to 2024, primarily due to increases in payroll-related costs and other public company costs.

Depreciation expense increased during the year ended December 31, 2025 as compared to 2024, primarily as a result of additional depreciation expense on properties acquired in 2024 and 2025 and development properties placed in service during 2024 and 2025, partially offset by lower depreciation from properties sold in 2024 and 2025.

Net gain on sales of real estate properties increased during the year ended December 31, 2025 as compared to 2024, primarily as a result of a higher dollar sales volume and the mix of properties sold in 2025 vs. 2024.

Interest and other income increased during the year ended December 31, 2025 as compared to 2024, primarily due to a net increase in realized/unrealized gains on various investment securities, interest income on mortgages receivable and an employment tax refund received in 2025 but not in 2024, partially offset by lower insurance/litigation settlement proceeds received during 2025 as compared to 2024.

Other expenses decreased during the year ended December 31, 2025 as compared to 2024, primarily due to a decrease in advocacy contributions, partially offset by increases in litigation accruals and the write-off of development pursuit costs and overhead.

Interest expense, including amortization of deferred financing costs, increased during the year ended December 31, 2025 as compared to 2024, primarily due to higher overall debt balances outstanding and higher overall rates. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the year ended December 31, 2025 was 3.93% as compared to 3.91% in 2024. The Company capitalized interest of approximately $12.4 million and $14.5 million during the years ended December 31, 2025 and 2024, respectively.

Loss from investments in unconsolidated entities increased during the year ended December 31, 2025 as compared to 2024, primarily as a result of losses incurred on our unconsolidated development properties which recently started lease-up activities as well as those that recently stabilized and on our real estate technology and other real estate fund investments.

For comparison of the year ended December 31, 2024 to the year ended December 31, 2023, refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2024.

Same Store Results

Properties that the Company owned and were stabilized for all of both 2025 and 2024, which represented 73,465 apartment units, drove the Company's results of operations. Properties are considered "stabilized" when they have achieved 90% Physical Occupancy for three consecutive months.

The following table provides results and statistics related to our Residential same store operations for the years ended December 31, 2025 and 2024:

2025 vs. 2024

Same Store Residential Results/Statistics by Market

Increase (Decrease) from Prior Year

Markets/Metro Areas

Apartment
Units

2025
% of
Actual
NOI

2025
Average
Rental
Rate

2025
Weighted
Average
Physical
Occupancy %

2025
Turnover

Average
Rental
Rate

Physical
Occupancy

Turnover

Los Angeles

13,834

17.5

%

$

2,976

95.8

%

40.6

%

1.3

%

0.2

%

(2.5

%)

Orange County

3,718

5.4

%

2,987

96.4

%

36.8

%

2.1

%

0.5

%

(1.4

%)

San Diego

2,217

3.6

%

3,305

96.3

%

42.7

%

2.2

%

0.3

%

0.4

%

Subtotal - Southern California

19,769

26.5

%

3,015

96.0

%

40.1

%

1.5

%

0.3

%

(2.0

%)

San Francisco

11,111

17.0

%

3,448

96.9

%

39.6

%

3.8

%

0.8

%

(4.5

%)

Washington, D.C.

13,241

16.0

%

2,837

96.6

%

39.6

%

3.7

%

(0.2

%)

(1.1

%)

New York

8,235

14.6

%

4,815

97.7

%

33.7

%

3.6

%

0.4

%

0.3

%

Boston

6,747

11.1

%

3,721

96.2

%

39.8

%

2.1

%

0.2

%

(1.7

%)

Seattle

8,050

9.7

%

2,697

96.4

%

40.6

%

2.9

%

0.2

%

(4.2

%)

Denver

2,792

2.8

%

2,316

95.5

%

53.1

%

(3.6

%)

(0.7

%)

(1.2

%)

Other Expansion Markets

3,520

2.3

%

1,875

94.9

%

49.1

%

(3.5

%)

(0.3

%)

(6.8

%)

Total

73,465

100.0

%

$

3,203

96.4

%

40.2

%

2.5

%

0.2

%

(2.4

%)

Note: The above table reflects Residential same store results only. Residential operations account for more than 96.0% of total revenues for the year ended December 31, 2025.

During the year ended December 31, 2025, the Company's operating business was solid, driven by sustained demand across most of its markets and supported by the Company's record-high resident retention and continued low levels of unemployment, in addition to wage growth among its target renter demographic. Competitive new supply was modest in most of the Established Markets, but remained elevated in Expansion Markets, resulting in a more challenging new lease pricing environment, although tenant renewal pricing was strong. On a positive note, Atlanta and Dallas are beginning to show indications of improvement as competitive supply declines.

San Francisco and New York were the Company's best performing markets throughout 2025. Each of these markets has experienced healthy demand as evidenced by strong Physical Occupancy, healthy pricing, low Turnover and modest new supply. The Seattle market improved due to large employers' return to office policies and continued investment from technology companies, though higher supply levels are resulting in a slower recovery than in San Francisco. Washington, D.C. experienced a market slowdown during the second half of 2025, a result of several factors, including uncertainty from government cuts, national guard deployment and the government shutdown. Los Angeles continues to face ongoing challenges as growth from the entertainment industry remains muted, limiting pricing power, despite early signs of an improving quality of life ahead of the World Cup and Olympics in 2026 and 2028, respectively.

Overall, the fundamentals of the Company's business are solid and remain resilient despite macroeconomic uncertainty. Long-term, expected continued positive secular tailwinds remain due to elevated single family home ownership costs, positive household formation trends, historically low competitive new supply in the Established Markets and moderating competitive new supply in the Expansion Markets. There continues to be an overall deficit in housing across the country, which we believe leaves the Company well positioned for the future as its resident base is more resilient to economic uncertainty, including elevated inflation, due to higher levels of disposable income and lower relative rent-to-income ratios.

Liquidity and Capital Resources

With approximately $1.9 billion in readily available liquidity, a strong balance sheet, well-staggered debt maturities, very strong credit metrics and ample access to capital markets, the Company believes it is well positioned to meet its future obligations and take advantage of opportunities. See further discussion below.

Statements of Cash Flows

The following table sets forth our sources and uses of cash flows for the years ended December 31, 2025, 2024 and 2023 (amounts in thousands):

December 31,

2025

2024

2023

Cash flows provided by (used for):

Operating activities

$

1,648,763

$

1,573,607

$

1,532,798

Investing activities

$

(321,362

)

$

(1,176,484

)

$

(409,504

)

Financing activities

$

(1,328,713

)

$

(376,952

)

$

(1,120,471

)

The following provides information regarding the Company's cash flows from operating, investing and financing activities for the year ended December 31, 2025.

Operating Activities

Our operating cash flows are primarily impacted by NOI and its components, such as Average Rental Rates, Physical Occupancy levels and operating expenses related to our properties. Cash provided by operating activities for the year ended December 31, 2025 as compared to 2024 increased by approximately $75.2 million primarily as a result of the NOI and other changes discussed above in Results of Operations.

Investing Activities

Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend and capital expenditures. For the year ended December 31, 2025, key drivers were:

Acquired nine consolidated rental properties and two consolidated land parcels for approximately $661.6 million;
Disposed of eleven consolidated rental properties and one consolidated land parcel, receiving net proceeds of approximately $1.1 billion;
Invested $111.8 million primarily in consolidated development projects;
Invested $85.8 million primarily in unconsolidated development joint venture entities as well as unconsolidated investments in real estate technology funds/companies for various technology initiatives and the repayment of certain preferred interests in one joint venture;
Acquired its joint venture partners' interests (ranging from 10% to 25%) in three previously unconsolidated properties for approximately $16.4 million in cash and also contributed approximately $151.9 million for the respective joint ventures to repay the construction loans encumbering the properties, one of which was held by the Company. See Note 5 in the Notes to Consolidated Financial Statements for further discussion;
Advanced $102.3 million as replacement loans to two of its unconsolidated development joint ventures following the Company's repayment of outstanding principal balances on the third-party construction mortgages for these joint ventures. Subsequently, one of the joint ventures repaid the outstanding principal balance of $45.5 million to the Company in connection with the buyout of the partner. See Note 5 in the Notes to Consolidated Financial Statements for further discussion; and
Invested $342.0 million in capital expenditures to real estate presented in the table below.

For the year ended December 31, 2025, our actual capital expenditures to real estate included the following (dollar amounts in thousands):

Capital Expenditures to Real Estate

For the Year Ended December 31, 2025

Same Store Properties

Non-Same Store
Properties

Total Consolidated
Properties

Total Consolidated Apartment Units

73,465

10,709

84,174

Total Capital Expenditures to Real Estate

$

289,916

$

52,124

$

342,040

Financing Activities

Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders/unitholders and repurchase and other Common Share activity. For the year ended December 31, 2025, key drivers were:

Repaid $44.7 million on mortgage loans (inclusive of scheduled principal repayments);
Repaid $450.0 million of 3.375% unsecured notes;
Received net proceeds of $43.0 million from our unsecured commercial paper note program;
Paid dividends/distributions on Common Shares, Preferred Shares, Units (including OP Units and restricted units) and noncontrolling interests in partially owned properties totaling approximately $1.1 billion;
Issued $500.0 million of seven-year 4.95% unsecured notes, receiving net proceeds of approximately $498.6 million before underwriting fees, hedge termination costs and other expenses; and
Repurchased and retired 4,526,740 Common Shares, at a weighted average purchase price of $62.00 per share, for an aggregate purchased amount of approximately $280.7 million. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.

Short-Term Liquidity and Cash Proceeds

The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Company's revolving credit facility and commercial paper program. Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.

The following table presents the Company's balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of December 31, 2025 and 2024 (amounts in thousands):

December 31, 2025

December 31, 2024

Cash and cash equivalents

$

55,904

$

62,302

Restricted deposits

$

102,950

$

97,864

Unsecured revolving credit facility availability

$

1,909,127

$

1,952,067

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing 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. See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of the Company's credit facility.

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 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 February 6, 2026 (amounts in thousands):

February 6, 2026

Unsecured revolving credit facility commitment

$

2,500,000

Commercial paper balance outstanding

(594,300

)

Unsecured revolving credit facility balance outstanding

-

Other restricted amounts

(3,448

)

Unsecured revolving credit facility availability

$

1,902,252

Dividend Policy

The Company declared a dividend/distribution for each quarter in 2025 of $0.6925 per share/unit, an annualized increase of 2.6% over the amount paid in 2024. All future dividends/distributions remain subject to the discretion of the Company's Board of Trustees.

Total dividends/distributions paid in January 2026 amounted to $267.5 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended December 31, 2025.

Long-Term Financing and Capital Needs

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions. The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high. The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $30.5 billion in investment in real estate on the Company's balance sheet at December 31, 2025, $27.4 billion or 90.1% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise. For additional details, see Item 1A, Risk Factors.

EQR issues equity and guarantees certain debt of the Operating Partnership from time to time. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.

The Company's total debt summary schedule as of December 31, 2025 is as follows:

Debt Summary as of December 31, 2025

($ in thousands)

Debt
Balances

% of Total

Secured

$

1,589,904

19.4

%

Unsecured

6,585,106

80.6

%

Total

$

8,175,010

100.0

%

Fixed Rate Debt:

Secured - Conventional

$

1,403,671

17.1

%

Unsecured - Public

5,998,458

73.4

%

Fixed Rate Debt

7,402,129

90.5

%

Floating Rate Debt:

Secured - Tax Exempt

186,233

2.3

%

Unsecured - Revolving Credit Facility

-

-

Unsecured - Commercial Paper Program

586,648

7.2

%

Floating Rate Debt

772,881

9.5

%

Total

$

8,175,010

100.0

%

The following table summarizes the Company's debt maturity schedule as of December 31, 2025:

Debt Maturity Schedule as of December 31, 2025

($ in thousands)

Year

Fixed
Rate

Floating
Rate

Total

% of Total

2026

$

592,025

$

594,825

(1)

$

1,186,850

14.4

%

2027

400,000

8,200

408,200

4.9

%

2028

900,000

9,000

909,000

11.0

%

2029

888,120

9,700

897,820

10.9

%

2030

1,148,462

10,800

1,159,262

14.1

%

2031

528,500

37,700

566,200

6.9

%

2032

500,000

26,100

526,100

6.4

%

2033

550,000

-

550,000

6.7

%

2034

600,000

-

600,000

7.3

%

2035

-

25,175

25,175

0.3

%

2036+

1,350,850

61,785

1,412,635

17.1

%

Subtotal

7,457,957

783,285

8,241,242

100.0

%

Deferred Financing Costs and
Unamortized (Discount)

(55,828

)

(10,404

)

(66,232

)

N/A

Total

$

7,402,129

$

772,881

$

8,175,010

100.0

%

(1)
Includes $587.4 million in principal outstanding on the Company's commercial paper program.

Interest expected to be incurred on the Company's secured and unsecured debt based on obligations outstanding at December 31, 2025, inclusive of capitalized interest, approximates $221.9 million annually for the next five years, with total remaining obligations of approximately $2.2 billion. For floating rate debt, the current rate in effect for the most recent payment through December 31, 2025 is assumed to be in effect through the respective maturity date of each instrument.

See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of debt at December 31, 2025. See also Notes 7 and 15 in the Notes to Consolidated Financial Statements for additional discussion of contractual obligations and commitments as of December 31, 2025.

Capital Structure

The Company's "Consolidated Debt-to-Total Market Capitalization Ratio" as of December 31, 2025 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Company's Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preferred shares outstanding.

Equity Residential

Capital Structure as of December 31, 2025

(Amounts in thousands except for share/unit and per share amounts)

Secured Debt

$

1,589,904

19.4

%

Unsecured Debt

6,585,106

80.6

%

Total Debt

8,175,010

100.0

%

25.1

%

Common Shares (includes Restricted Shares)

377,806,173

97.6

%

Units (includes OP Units and Restricted Units)

9,325,363

2.4

%

Total Shares and Units

387,131,536

100.0

%

Common Share Price at December 31, 2025

$

63.04

24,404,772

99.9

%

Perpetual Preferred Equity

17,155

0.1

%

Total Equity

24,421,927

100.0

%

74.9

%

Total Market Capitalization

$

32,596,937

100.0

%

The Operating Partnership's "Consolidated Debt-to-Total Market Capitalization Ratio" as of December 31, 2025 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding Units at the equivalent market value of the closing price of the Company's Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preference units outstanding.

ERP Operating Limited Partnership

Capital Structure as of December 31, 2025

(Amounts in thousands except for unit and per unit amounts)

Secured Debt

$

1,589,904

19.4

%

Unsecured Debt

6,585,106

80.6

%

Total Debt

8,175,010

100.0

%

25.1

%

Total Outstanding Units

387,131,536

Common Share Price at December 31, 2025

$

63.04

24,404,772

99.9

%

Perpetual Preference Units

17,155

0.1

%

Total Equity

24,421,927

100.0

%

74.9

%

Total Market Capitalization

$

32,596,937

100.0

%

Financial Flexibility

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 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 February 6, 2026.

Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of Common Shares or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted net income per share using the treasury stock method (see Note 10, if applicable, in the Notes to Consolidated Financial Statements). The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company's Common Shares over the term of the forward sale agreement.

During the year ended December 31, 2025, the Company repurchased and subsequently retired approximately $280.7 million (4,526,740 shares at a weighted average price per share of $62.00) 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. The Company's Board of Trustees reauthorized and replenished the share repurchase program in the first quarter of 2025, giving the Company the authority to repurchase up to 13.0 million Common Shares. The Company's Board of Trustees replenished the share repurchase program again on December 11, 2025, giving the Company the authority to repurchase up to 13.0 million Common Shares. As of February 6, 2026, EQR has remaining authorization to repurchase up to 11,305,881 of its shares.

We believe our ability to access the capital markets is enhanced by ERPOP's long-term senior debt ratings and short-term commercial paper ratings, as well as EQR's long-term preferred equity ratings. As of February 6, 2026, the ratings are as follows:

Standard & Poor's

Moody's

ERPOP's long-term senior debt rating

A-

A3

ERPOP's short-term commercial paper rating

A-2

P-2

EQR's long-term preferred equity rating

BBB

Baa1

See Note 17 in the Notes to Consolidated Financial Statements for discussion of the events, if any, which occurred subsequent to December 31, 2025.

Inflation

Inflation primarily impacts our results of operations as a result of wage/payroll pressures, increases in utilities through escalation of commodity costs and increases in repair and maintenance costs through higher contractor costs. In addition, inflation could also impact the interest we pay on our floating rate debt and upon refinancing of fixed rate debt in a high-inflationary environment, our cost of capital and our cost of development, renovation and capital expenditure activities. However, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for inflationary effects by increasing rents on our apartment homes, subject to supply and demand conditions. Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe inflation had a material impact on our results of operations for the years ended December 31, 2025, 2024 and 2023.

Definitions

The definition of certain terms described above or below are as follows:

Acquisition Capitalization Rate or Cap Rate - NOI that the Company anticipates receiving in the next 12 months (or the year two or three stabilized NOI for properties that are in lease-up at acquisition) less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross purchase price of the asset. The weighted average Acquisition Cap Rate for acquired properties is weighted based on the projected NOI streams and the relative purchase price for each respective property.
Average Rental Rate - Total Residential rental revenues reflected on a straight-line basis in accordance with GAAP divided by the weighted average occupied apartment units for the reporting period presented.
Disposition Yield - NOI that the Company anticipates giving up in the next 12 months less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $150-$450 per apartment unit depending on the age and condition of the asset) divided by the gross sales price of the asset. The weighted average Disposition Yield for sold properties is weighted based on the projected NOI streams and the relative sales price for each respective property.
Established Markets - Includes Boston, New York, Washington, D.C., Seattle, San Francisco and Southern California (Los Angeles, Orange County and San Diego).
Expansion Markets - Includes Denver, Atlanta, Dallas/Ft. Worth and Austin.
Non-Residential - Consists of revenues and expenses from retail and public parking garage operations.
Non-Same Store Properties - For annual comparisons, primarily includes all properties acquired during 2024 and 2025, plus any properties in lease-up and not stabilized as of January 1, 2024. Unless otherwise noted, includes both Residential and Non-Residential operations for these properties.
Physical Occupancy - The weighted average occupied apartment units for the reporting period divided by the average of total apartment units available for rent for the reporting period.
Residential - Consists of multifamily apartment revenues and expenses.
Same Store Properties - For annual comparisons, primarily includes all properties acquired or completed that are stabilized prior to January 1, 2024, less properties subsequently sold. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented. Unless otherwise noted, includes both Residential and Non-Residential operations for these properties.
% of Stabilized Budgeted NOI - Represents original budgeted 2026 NOI for stabilized properties and projected annual NOI at stabilization (defined as having achieved 90% Physical Occupancy for three consecutive months) for properties that are in lease-up.
Total Budgeted Capital Cost - Estimated remaining cost for projects under development and/or developed plus all capitalized costs incurred to date, including land acquisition costs, construction costs, capitalized real estate taxes and insurance, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP. Amounts for partially owned consolidated and unconsolidated properties are presented at 100% of the project.
Turnover - Total Residential move-outs (including inter-property and intra-property transfers) divided by total Residential apartment units. Retention rate is the opposite of Turnover.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.

The Company's significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements. These policies were followed in preparing the consolidated financial statements at and for the year ended December 31, 2025.

The Company has identified the significant accounting policies below as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including its investment in real estate, for indicators of impairment at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company's intent and ability to hold the related asset, as well as any significant cost overruns on development properties. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted. Assessing impairment can be complex and involves a high degree of subjectivity in determining if indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, discount and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions. Assumptions are primarily subject to property-specific characteristics, especially with respect to our intent and ability to hold the related asset. While these property-specific assumptions can have a significant impact on the undiscounted cash flows or estimated fair value of a particular asset, our evaluation of the reported carrying values of long-lived assets during the current year were not particularly sensitive to external or market assumptions.

Acquisition of Investment Properties

The Company allocates the purchase price of properties that meet the definition of an asset acquisition to net tangible and identified intangible assets acquired based on their relative fair values using assumptions primarily based upon property-specific characteristics. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets/liabilities acquired.

Funds From Operations and Normalized Funds From Operations

The following is the Company's and the Operating Partnership's reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for each of the three years ended December 31, 2025:

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

Year Ended December 31,

2025

2024

2023

Net income

$

1,151,949

$

1,070,975

$

868,488

Net (income) loss attributable to Noncontrolling
Interests - Partially Owned Properties

(4,455

)

(6,212

)

(6,340

)

Preferred/preference distributions

(1,422

)

(1,613

)

(3,090

)

Premium on redemption of Preferred Shares/Preference Units

-

(1,444

)

-

Net income available to Common Shares and Units / Units

1,146,072

1,061,706

859,058

Adjustments:

Depreciation

1,010,400

952,191

888,709

Depreciation - Non-real estate additions

(3,600

)

(3,791

)

(4,268

)

Depreciation - Partially Owned Properties

(2,013

)

(2,132

)

(2,130

)

Depreciation - Unconsolidated Properties

16,890

7,191

2,860

Net (gain) loss on sales of unconsolidated entities - operating assets

(2,781

)

(515

)

-

Net (gain) loss on sales of real estate properties

(626,388

)

(546,797

)

(282,539

)

Noncontrolling Interests share of gain (loss) on sales
of real estate properties

-

1,857

2,336

FFO available to Common Shares and Units / Units (1) (3) (4)

1,538,580

1,469,710

1,464,026

Adjustments:

Write-off of pursuit costs

7,735

5,155

3,647

Debt extinguishment and preferred share/preference unit redemption
(gains) losses

366

1,444

1,143

Non-operating asset (gains) losses

(20,777

)

(16,311

)

(13,323

)

Other miscellaneous items

32,499

61,608

21,588

Normalized FFO available to Common Shares and Units / Units (2) (3) (4)

$

1,558,403

$

1,521,606

$

1,477,081

FFO (1) (3)

$

1,540,002

$

1,472,767

$

1,467,116

Preferred/preference distributions

(1,422

)

(1,613

)

(3,090

)

Premium on redemption of Preferred Shares/Preference Units

-

(1,444

)

-

FFO available to Common Shares and Units / Units (1) (3) (4)

$

1,538,580

$

1,469,710

$

1,464,026

Normalized FFO (2) (3)

$

1,559,825

$

1,523,219

$

1,480,171

Preferred/preference distributions

(1,422

)

(1,613

)

(3,090

)

Normalized FFO available to Common Shares and Units / Units (2) (3) (4)

$

1,558,403

$

1,521,606

$

1,477,081

(1)
The National Association of Real Estate Investment Trusts ("Nareit") defines funds from operations ("FFO") (December 2018 White Paper) as net income (computed in accordance with GAAP), excluding gains or losses from sales and impairment write-downs of depreciable real estate and land when connected to the main business of a REIT, impairment write-downs of investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and depreciation and amortization related to real estate. Adjustments for partially owned consolidated and unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.
(2)
Normalized funds from operations ("Normalized FFO") begins with FFO and excludes:
the impact of any expenses relating to non-operating real estate asset impairment;
pursuit cost write-offs;
gains and losses from early debt extinguishment and preferred share/preference unit redemptions;
gains and losses from non-operating assets; and
other miscellaneous items.
(3)
The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses from sales and impairment write-downs of depreciable real estate and excluding depreciation related to real estate (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company's real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Company's operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company's actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company's calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.
(4)
FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with GAAP. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the "Noncontrolling Interests - Operating Partnership." Subject to certain restrictions, the Noncontrolling Interests - Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis.
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