Industry Overview - The Zacks REIT and Equity Trust - Residential industry is currently facing challenges due to oversupply and economic uncertainty, particularly in the Sun Belt region, leading to weakened rents and occupancy levels [1][4] - The industry includes companies that own, develop, and manage various residential properties, generating revenue primarily through renting spaces to tenants [3] Current Market Dynamics - A surge in new apartment construction has resulted in modest rent declines and slight dips in occupancy, forcing landlords to offer concessions to attract and retain tenants [4][5] - Broader macroeconomic pressures, including tariffs and labor market strains, are impacting renter affordability and investor sentiment [6][7] Demand and Retention - Despite the oversupply, strong rental demand persists due to demographic-driven household formation and high homeownership costs, which limit the ability of renters to purchase homes [2][8] - Landlords are focusing on property upgrades and enhancing resident experiences to support tenant retention and drive renewal lease growth [9] Industry Performance - The REIT and Equity Trust - Residential industry has underperformed the broader Finance sector and the S&P 500, declining 16.6% over the past year compared to the S&P 500's 19.9% increase [14] - The industry's Zacks Industry Rank is 161, placing it in the bottom 34% of around 250 Zacks industries, indicating dim near-term prospects [11][12] Valuation Metrics - The industry is currently trading at a forward 12-month price-to-FFO ratio of 15.15, which is above the Finance sector's forward P/E of 17.60 but below the S&P 500's forward P/E of 23.39 [17] - Over the last five years, the industry has traded between a high of 26.19 and a low of 13.61, with a median of 16.98 [21] Company Highlights - **Equity Residential (EQR)**: Focused on urban and high-density suburban areas, EQR is expected to benefit from favorable apartment market demand, with projected same-store revenue growth of 2.6-3.2% for 2025 [22][24] - **UDR, Inc.**: Manages a diversified portfolio of A/B quality properties, experiencing low resident turnover and benefiting from healthy demand amid favorable demographic trends [27][29] - **American Homes 4 Rent (AMH)**: Focuses on single-family rentals, benefiting from strong demand as millennials transition from apartments to single-family homes, with high occupancy rates averaging around 96% [31][34]

Group 1 - Equity Residential (NYSE:EQR) is recognized as one of the best housing stocks to buy according to hedge funds, with positive same-store operating trends reported [1] - The company expects same-store revenue growth of 2.6% – 3.2% and physical occupancy of 96.4% for FY 2025, reaffirming its Q3 2025 blended rate growth guidance of 2.2% – 2.8% [1] - In Q2 2025, same-store revenues increased by 2.7% compared to Q2 2024, while same-store expenses rose by 3.7%, leading to a 2.3% increase in same-store Net Operating Income (NOI) [2] Group 2 - Equity Residential operates 80,000 high-quality apartment units primarily in coastal markets, benefiting from strong barriers to entry and favorable demographics [3] - The company maintains a strong and liquid balance sheet, which supports its operational stability and growth potential [3] - In Q2 2025, Equity Residential acquired a portfolio of 8 properties with 2,064 apartment units in suburban Atlanta for approximately $533.8 million [2]

Company Overview - Equity Residential (EQR) is a real estate investment trust (REIT) with a market cap of $25.4 billion, focused on acquiring, developing, and managing residential rental properties, primarily in urban and high-density suburban markets [1] - EQR is classified as a large-cap stock, benefiting from its size, brand reputation, and focus on high-demand metropolitan areas, which contribute to stable rental income and long-term asset appreciation [2] Performance Metrics - EQR's shares have declined 17.2% from its 52-week high of $78.84, reached on September 16, 2024, and have fallen 5.1% over the past three months, underperforming the S&P 500 Index's 10.7% return during the same period [3] - Over the past 52 weeks, EQR has decreased by 15.7%, while the S&P 500 Index has increased by 17.6%. Year-to-date, EQR shares are down 8.6%, compared to the S&P 500's 12.5% surge [4] Financial Results - In Q2, EQR reported revenue of $768.8 million, a 4.7% increase from the previous year, although it slightly missed consensus estimates. The normalized FFO (NFFO) was $0.99 per share, a 2.1% year-over-year improvement, meeting analyst expectations [5] - EQR raised its fiscal 2025 NFFO per share guidance to a range of $3.97 to $4.03, which has positively impacted investor confidence [5] Competitive Position - EQR has outperformed its rival, AvalonBay Communities, Inc. (AVB), which has seen a decline of 17.9% over the past 52 weeks and 12.3% year-to-date [6]

Dividend Declarations - Colgate-Palmolive declared a quarterly cash dividend of $0.52 per common share, payable on November 14, 2025, to shareholders of record on October 17, 2025, marking uninterrupted dividends since 1895 [1] - Meta Platforms announced a quarterly cash dividend of $0.525 per share for its Class A and Class B common stock, payable on September 29, 2025, to stockholders of record as of September 22, 2025 [2] - Applied Materials approved a quarterly cash dividend of $0.46 per share, payable on December 11, 2025, to shareholders of record as of November 20, 2025; this follows a 15-percent increase from $0.40, marking eight consecutive years of dividend increases [3] - Fifth Third Bancorp declared a cash dividend of $0.40 per share for the third quarter of 2025, payable on October 15, 2025, to shareholders of record as of September 30, 2025 [4] - Equity Residential announced a quarterly dividend of $0.6925 per share for the third quarter, payable on October 10, 2025, to shareholders of record on September 25, 2025 [4]

Core Viewpoint - Equity Residential has declared quarterly dividends for its common and preferred shares, indicating a commitment to returning value to shareholders [1] Summary by Category Dividends - The company announced a regular common share dividend of $0.6925 per share for the third quarter, which will be paid on October 10, 2025, to shareholders of record on September 25, 2025 [1] - A quarterly dividend of $1.03625 per share will be paid on September 30, 2025, to shareholders of record on September 19, 2025, for the Series K Preferred Share [1]

Core Insights - Equity Residential has had a solid year-to-date performance, with raised revenue, NOI, and FFO guidance due to better-than-expected renewal and retention rates, as well as strong occupancy levels [3]. Company Operations - The company reported strong operational metrics, including higher-than-historical average renewal and retention rates, contributing to improved financial guidance [3]. - New lease rates were more modest than anticipated, with the leasing season plateauing earlier than expected [4]. Leadership Changes - The company has welcomed a new Chief Financial Officer, Bret McLeod, who has a background in hospitality and retail [2].

Summary of Equity Residential's Conference Call Company Overview - **Company**: Equity Residential - **Event**: Bank of America's 2025 Global Real Estate Conference - **Key Speakers**: Mark Parrell (President), Brett McLeod (CFO), Marty McKenna (Investor Relations) Core Industry Insights - **Real Estate Investment Trust (REIT)**: Focus on residential properties, particularly in urban markets - **Market Performance**: Strong year-to-date performance with improved revenue, NOI (Net Operating Income), and FFO (Funds From Operations) guidance due to high renewal and retention rates, and occupancy levels [3][4] Key Financial Metrics - **Occupancy Rate**: Currently at 96.5% [5][28] - **New Lease Rates**: Modest growth with a decrease of 10 basis points compared to the previous year [3] - **Urban vs. Suburban Performance**: Urban portfolio outperformed suburban by 60 basis points [4] Market Dynamics - **Supply Expectations**: Anticipation of reduced supply in key markets like San Francisco and Los Angeles, with only about 1,000 competitive units expected in San Francisco [5][6] - **Rent Trends**: Rents in San Francisco are up 8% year-over-year, with potential for further increases due to low supply and high demand [9] - **Job Market Influence**: Job market fluctuations have impacted leasing activity, with uncertainty affecting both landlords and residents [15][17] Capital Allocation Strategy - **Acquisitions**: Challenging environment for new acquisitions due to high cap rates (4.75% to 5%) compared to stock trading above a 6% implied cap rate [10][51] - **Share Buyback Program**: Authorized buyback of 13 million shares, intended to be funded through asset dispositions rather than long-term debt [13][12] - **Dispositions**: Focus on selling less attractive assets to fund share buybacks and maintain a strong balance sheet [13][50] Regional Market Insights - **San Francisco**: Strong demand driven by the tech sector and improved quality of life, with a significant presence in the market [30][33] - **Los Angeles**: Challenges due to job growth issues in the entertainment sector, but potential for improvement with upcoming events like the Olympics [20][21] - **Atlanta and Dallas**: Signs of recovery in Atlanta, while Dallas remains a competitive market with high supply [39][40] Regulatory Environment - **Government Policies**: Local zoning regulations and potential federal housing policies could impact supply dynamics, with a focus on increasing housing availability [66][68] Future Outlook - **2026 Projections**: Optimistic outlook for 2026 with expectations of embedded growth and improved market conditions [27][58] - **AI Initiatives**: Plans to increase spending on AI initiatives to enhance operational efficiency [73] Additional Considerations - **Delinquency Management**: Focus on managing delinquency rates, with expectations of improvement in the coming year [29][58] - **Quality of Life Improvements**: Notable improvements in quality of life in key urban markets, which could drive demand for residential properties [33][68]

Core Viewpoint - Equity Residential is a real estate investment trust focused on acquiring, developing, and managing residential properties in affluent urban areas, with upcoming Q3 2025 earnings expected to show a decline in EPS but an increase in revenue compared to the previous year [1][2]. Financial Performance - The company is set to report Q3 2025 earnings on October 29, with analysts predicting an EPS of $0.64, down from $0.98 in the same quarter last year [2]. - Quarterly revenue is anticipated to reach $779.13 million, an increase from $748.35 million a year earlier [2]. - In Q2 2025, the company reported FFO of $0.99, exceeding the consensus estimate of $0.98, while revenues were $768.82 million, slightly below the consensus of $770.28 million [7]. Historical Investment Analysis - If an investor had purchased $10,000 worth of Equity Residential stock 10 years ago at approximately $70.23 per share, the current value would be $9,435, reflecting a decline in stock price to $66.26 [3]. - Over the same period, the company paid about $35.72 in dividends per share, totaling $5,086 in dividends, leading to a total investment value of $14,521 and a total return of 45.21% [4][5]. - This total return is significantly lower than the S&P 500's total return of 295.40% over the same timeframe [5]. Future Outlook - Equity Residential has a consensus rating of "Neutral" with a price target of $73.98, indicating a potential upside of over 11% from the current stock price [6]. - The CEO noted an increase in same-store revenue and net operating income guidance, attributing this to sustained demand and a financially resilient customer base [8].

Core Insights - The U.S. apartment market is showing signs of softening, with mild rent cuts and easing occupancy rates indicating a shifting environment for landlords and investors [1][12] - Leading residential real estate investment trusts (REITs) like Equity Residential, AvalonBay Communities, and Camden Property Trust are still delivering steady performance despite market challenges [2][12] Apartment Market Conditions - U.S. apartment occupancy decreased slightly to 95.4% in August 2025, a 10 basis point drop month over month, but still 130 basis points higher than the previous year [3] - Effective asking rents fell by 0.2% year-over-year as of August 2025, marking the first annual rent cuts since March 2021, highlighting supply pressures and changing demand patterns [4] - The South and West regions are experiencing significant weakness due to high construction activity, with the South not seeing annual rent growth since mid-2023 [5] - Tourism-driven markets like Orlando and Las Vegas have been negatively impacted, while supply-heavy metros such as Austin, Denver, and Phoenix recorded some of the largest rent reductions [6] Performance of Coastal and High-Barrier Markets - Coastal and high-barrier-to-entry markets are performing well, with tech hubs like San Francisco, San Jose, and New York seeing rent increases between 3% and 7% year-over-year [7] Operating Updates of Residential REITs - Equity Residential reported that its same-store revenue growth is on track, expecting growth of 2.6% to 3.2% and physical occupancy of 96.4% for full-year 2025 [8] - AvalonBay Communities noted that its same-store residential revenue growth for July and August 2025 met expectations, with net operating income (NOI) growth running ahead of projections at 2.6% [10][11] - Camden Property Trust's third-quarter performance is consistent with prior expectations, indicating stable growth in its Sun Belt markets [12]

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides details on the Form 10-Q filing, including registrant information and filing status [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) This report is a Quarterly Report on Form 10-Q for June 30, 2025, filed by EQR and ERPOP - The report is a Quarterly Report on Form 10-Q for the period ended **June 30, 2025**[2](index=2&type=chunk) - **Equity Residential (EQR)** is a large accelerated filer, while **ERP Operating Limited Partnership (ERPOP)** is a non-accelerated filer[6](index=6&type=chunk) Registrant Filing Status | Registrant | Filing Status | | :----------- | :------------ | | Equity Residential | Large accelerated filer | | ERP Operating Limited Partnership | Non-accelerated filer | [Registrant Information](index=1&type=section&id=Registrant%20Information) EQR is a Maryland REIT and ERPOP an Illinois limited partnership, both having filed all required reports - **Equity Residential (EQR)** is a Maryland entity, and **ERP Operating Limited Partnership (ERPOP)** is an Illinois entity[3](index=3&type=chunk) - Both entities have filed all required reports and submitted every Interactive Data File during the preceding 12 months[4](index=4&type=chunk) Trading Information | 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 | [Explanatory Note](index=2&type=section&id=EXPLANATORY%20NOTE) This section clarifies the combined reporting structure of EQR and ERPOP [Company Structure and Relationship](index=2&type=section&id=Company%20Structure%20and%20Relationship) This report combines EQR and ERPOP Form 10-Q filings, with EQR as general partner holding 97.0% ownership - The report combines Form 10-Q for **Equity Residential (EQR)** and **ERP Operating Limited Partnership (ERPOP)**[10](index=10&type=chunk) - EQR is the general partner of ERPOP, owning approximately **97.0% interest** as of June 30, 2025, and exclusively controls ERPOP's management[12](index=12&type=chunk) - The Company operates as an **UPREIT**, where EQR contributes equity offering proceeds to ERPOP for OP Units, exchangeable for Common Shares on a one-for-one basis[13](index=13&type=chunk) [Benefits of Combined Reporting](index=2&type=section&id=Benefits%20of%20Combined%20Reporting) Combined reporting enhances investor understanding, streamlines disclosure, and creates time and cost efficiencies - Combined reporting enhances investor understanding by presenting the business as a whole[14](index=14&type=chunk) - It eliminates duplicative disclosure, providing a more streamlined and readable presentation[14](index=14&type=chunk) - The combined report creates time and cost efficiencies[14](index=14&type=chunk) [Financial Statement Differences and Presentation](index=3&type=section&id=Financial%20Statement%20Differences%20and%20Presentation) EQR's financial statements consolidate ERPOP, with key differences in equity and capital - EQR consolidates ERPOP for financial reporting, with EQR having no material assets or liabilities other than its investment in ERPOP, and **all debt incurred by ERPOP**[15](index=15&type=chunk)[20](index=20&type=chunk) - Key differences between EQR and ERPOP financial statements are in **shareholders' equity, partners' capital, and noncontrolling interests**[16](index=16&type=chunk) - The report provides separate consolidated financial statements for EQR and ERPOP, a single set of notes, and a combined Management's Discussion and Analysis[17](index=17&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents comprehensive financial statements and disclosures for EQR and ERPOP [Item 1. Financial Statements of Equity Residential](index=5&type=section&id=Item%201.%20Financial%20Statements%20of%20Equity%20Residential) This section presents EQR's unaudited consolidated financial statements and key financial highlights EQR Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------ | :------------------ | :----- | | Total assets | $21,027,514 | $20,834,176 | +$193,338 | | Total liabilities | $9,501,134 | $9,249,829 | +$251,305 | | Total equity | $11,208,475 | $11,245,784 | -$37,309 | EQR Consolidated Statements of Operations Highlights (Amounts in thousands except per share data) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Rental income | $1,529,637 | $1,464,981 | +$64,656 | | Total expenses | $1,109,354 | $1,029,039 | +$80,315 | | Net income available to Common Shares | $448,237 | $470,924 | -$22,687 | | Basic EPS | $1.18 | $1.24 | -$0.06 | | Diluted EPS | $1.18 | $1.24 | -$0.06 | EQR Consolidated Statements of Cash Flows Highlights (Amounts in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash provided by operating activities | $785,070 | $817,968 | -$32,898 | | Net cash used for investing activities | $(518,995) | $(2,357) | -$516,638 | | Net cash used for financing activities | $(294,287) | $(817,185) | +$522,898 | | Cash and cash equivalents and restricted deposits, end of period | $131,954 | $138,421 | -$6,467 | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section presents EQR's consolidated balance sheets as of June 30, 2025, and December 31, 2024 | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Investment in real estate, net | $19,760,201 | $19,558,328 | | Total assets | $21,027,514 | $20,834,176 | | LIABILITIES AND EQUITY (in thousands) | | | | Total liabilities | $9,501,134 | $9,249,829 | | Total shareholders' equity | $11,008,221 | $11,044,560 | | Total equity | $11,208,475 | $11,245,784 | [Consolidated Statements of Operations and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20for%20the%20six%20months%20and%20quarters%20ended%20June%2030%2C%202025%20and%202024) This section presents EQR's consolidated statements of operations and comprehensive income | REVENUES (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Quarter Ended June 30, 2025 | Quarter Ended June 30, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Rental income | $1,529,637 | $1,464,981 | $768,827 | $734,163 | | EXPENSES (in thousands) | | | | | | Total expenses | $1,109,354 | $1,029,039 | $542,812 | $508,609 | | Net income | $463,583 | $488,587 | $198,785 | $183,555 | | Net income available to Common Shares | $448,237 | $470,924 | $192,001 | $177,128 | | Earnings per share – basic | $1.18 | $1.24 | $0.51 | $0.47 | | Earnings per share – diluted | $1.18 | $1.24 | $0.50 | $0.47 | | Comprehensive Income (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Quarter Ended June 30, 2025 | Quarter Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Net income | $463,583 | $488,587 | $198,785 | $183,555 | | Other comprehensive income (loss) | $(2,599) | $1,210 | $(1,781) | $600 | | Comprehensive income | $460,984 | $489,797 | $197,004 | $184,155 | | Comprehensive income attributable to controlling interests | $446,418 | $474,447 | $190,622 | $178,067 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section presents EQR's consolidated statements of cash flows | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $785,070 | $817,968 | | Net cash provided by (used for) investing activities | $(518,995) | $(2,357) | | Net cash provided by (used for) financing activities | $(294,287) | $(817,185) | | Net increase (decrease) in cash and cash equivalents and restricted deposits | $(28,212) | $(1,574) | | Cash and cash equivalents and restricted deposits, end of period | $131,954 | $138,421 | [Consolidated Statements of Changes in Equity](index=12&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity%20for%20the%20six%20months%20and%20quarters%20ended%20June%2030%2C%202025%20and%202024) This section presents EQR's consolidated statements of changes in equity | Equity Component (in thousands) | Balance, beginning of period (Jan 1, 2025) | Net income attributable to controlling interests | Common Share distributions | Balance, end of period (June 30, 2025) | | :------------------------------ | :--------------------------------------- | :------------------------------------------- | :------------------------- | :------------------------------------- | | Preferred Shares | $17,155 | — | — | $17,155 | | Common Shares, $0.01 par value | $3,795 | — | — | $3,800 | | Paid in capital | $9,611,826 | — | — | $9,656,272 | | Retained earnings | $1,407,570 | $448,948 | $(526,428) | $1,329,379 | | Accumulated other comprehensive income (loss) | $4,214 | — | — | $1,615 | | Total Shareholders' Equity | $11,044,560 | $448,948 | $(526,428) | $11,008,221 | | Noncontrolling Interests (in thousands) | Balance, beginning of period (Jan 1, 2025) | Net income attributable to Noncontrolling Interests | Distributions to Noncontrolling Interests | Balance, end of period (June 30, 2025) | | :------------------------------------ | :--------------------------------------- | :------------------------------------------ | :---------------------------------------- | :------------------------------------- | | Operating Partnership | $201,942 | $12,328 | $(16,159) | $202,717 | | Partially Owned Properties | $(718) | $2,307 | $(4,052) | $(2,463) | | Distributions Declared per Common Share/Unit | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Quarter Ended June 30, 2025 | Quarter Ended June 30, 2024 | | :------------------------------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Common Share/Unit | $1.385 | $1.35 | $0.6925 | $0.675 | [Financial Statements of ERP Operating Limited Partnership](index=15&type=section&id=Financial%20Statements%20of%20ERP%20Operating%20Limited%20Partnership) This section provides ERPOP's unaudited consolidated financial statements, consistent with EQR's UPREIT structure ERPOP Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------ | :------------------ | :----- | | Total assets | $21,027,514 | $20,834,176 | +$193,338 | | Total liabilities | $9,501,134 | $9,249,829 | +$251,305 | | Total capital | $11,208,475 | $11,245,784 | -$37,309 | ERPOP Consolidated Statements of Operations Highlights (Amounts in thousands except per Unit data) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Rental income | $1,529,637 | $1,464,981 | +$64,656 | | Total expenses | $1,109,354 | $1,029,039 | +$80,315 | | Net income attributable to controlling interests | $461,276 | $486,548 | -$25,272 | | Basic EPU | $1.18 | $1.24 | -$0.06 | | Diluted EPU | $1.18 | $1.24 | -$0.06 | ERPOP Consolidated Statements of Cash Flows Highlights (Amounts in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash provided by operating activities | $785,070 | $817,968 | -$32,898 | | Net cash used for investing activities | $(518,995) | $(2,357) | -$516,638 | | Net cash used for financing activities | $(294,287) | $(817,185) | +$522,898 | | Cash and cash equivalents and restricted deposits, end of period | $131,954 | $138,421 | -$6,467 | [Consolidated Balance Sheets](index=15&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section presents ERPOP's consolidated balance sheets as of June 30, 2025, and December 31, 2024 | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Investment in real estate, net | $19,760,201 | $19,558,328 | | Total assets | $21,027,514 | $20,834,176 | | LIABILITIES AND CAPITAL (in thousands) | | | | Total liabilities | $9,501,134 | $9,249,829 | | Total partners' capital | $11,210,938 | $11,246,502 | | Total capital | $11,208,475 | $11,245,784 | [Consolidated Statements of Operations and Comprehensive Income](index=16&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20for%20the%20six%20months%20and%20quarters%20ended%20June%2030%2C%202025%20and%202024) This section presents ERPOP's consolidated statements of operations and comprehensive income | REVENUES (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Quarter Ended June 30, 2025 | Quarter Ended June 30, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Rental income | $1,529,637 | $1,464,981 | $768,827 | $734,163 | | EXPENSES (in thousands) | | | | | | Total expenses | $1,109,354 | $1,029,039 | $542,812 | $508,609 | | Net income | $463,583 | $488,587 | $198,785 | $183,555 | | Net income attributable to controlling interests | $461,276 | $486,548 | $197,582 | $182,486 | | Earnings per Unit – basic | $1.18 | $1.24 | $0.51 | $0.47 | | Earnings per Unit – diluted | $1.18 | $1.24 | $0.50 | $0.47 | | Comprehensive Income (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Quarter Ended June 30, 2025 | Quarter Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Net income | $463,583 | $488,587 | $198,785 | $183,555 | | Other comprehensive income (loss) | $(2,599) | $1,210 | $(1,781) | $600 | | Comprehensive income | $460,984 | $489,797 | $197,004 | $184,155 | | Comprehensive income attributable to controlling interests | $458,677 | $487,758 | $195,801 | $183,086 | [Consolidated Statements of Cash Flows](index=18&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section presents ERPOP's consolidated statements of cash flows | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $785,070 | $817,968 | | Net cash provided by (used for) investing activities | $(518,995) | $(2,357) | | Net cash provided by (used for) financing activities | $(294,287) | $(817,185) | | Net increase (decrease) in cash and cash equivalents and restricted deposits | $(28,212) | $(1,574) | | Cash and cash equivalents and restricted deposits, end of period | $131,954 | $138,421 | [Consolidated Statements of Changes in Capital](index=22&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Capital%20for%20the%20six%20months%20and%20quarters%20ended%20June%2030%2C%202025%20and%202024) This section presents ERPOP's consolidated statements of changes in capital | Capital Component (in thousands) | Balance, beginning of period (Jan 1, 2025) | Net income available to Units | Distributions to Limited Partners | Balance, end of period (June 30, 2025) | | :------------------------------- | :--------------------------------------- | :---------------------------- | :-------------------------------- | :------------------------------------- | | Preference Units | $17,155 | — | — | $17,155 | | General Partner | $11,023,191 | $448,237 | $(526,428) | $10,989,451 | | Limited Partners | $201,942 | $12,328 | $(16,159) | $202,717 | | Accumulated other comprehensive income (loss) | $4,214 | — | — | $1,615 | | Total Partners' Capital | $11,246,502 | $460,565 | $(542,587) | $11,210,938 | | Noncontrolling Interests – Partially Owned Properties (in thousands) | Balance, beginning of period (Jan 1, 2025) | Net income attributable to Noncontrolling Interests | Distributions to Noncontrolling Interests | Balance, end of period (June 30, 2025) | | :--------------------------------------------------- | :--------------------------------------- | :------------------------------------------ | :---------------------------------------- | :------------------------------------- | | Partially Owned Properties | $(718) | $2,307 | $(4,052) | $(2,463) | [Notes to Consolidated Financial Statements](index=24&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20of%20Equity%20Residential%20and%20ERP%20Operating%20Limited%20Partnership) This section provides detailed notes to the consolidated financial statements for EQR and ERPOP [1. Business](index=24&type=section&id=1.%20Business) This note describes EQR's business, focusing on acquiring, developing, and managing residential properties through ERPOP - **Equity Residential (EQR)** is an S&P 500 company focused on acquiring, developing, and managing residential properties in dynamic cities, with operations conducted by **ERP Operating Limited Partnership (ERPOP)**[65](index=65&type=chunk) - As of June 30, 2025, the Company owned all or a portion of **319 properties**, comprising **86,422 apartment units**, across 10 states and the District of Columbia[67](index=67&type=chunk) Ownership Type | Ownership Type | Properties | Apartment Units | | :------------------------------ | :--------- | :-------------- | | Wholly Owned Properties | 302 | 82,054 | | Partially Owned Properties – Consolidated | 12 | 2,656 | | Partially Owned Properties – Unconsolidated | 5 | 1,712 | | Total | 319 | 86,422 | [2. Summary of Significant Accounting Policies](index=24&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines significant accounting policies used in preparing the unaudited condensed consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with **GAAP** for interim financial information and Form 10-Q instructions[68](index=68&type=chunk) - EQR is taxed as a **REIT**, and ERPOP is generally not liable for federal income taxes, while Taxable REIT subsidiaries (TRSs) incur federal and state income taxes[72](index=72&type=chunk) - The Company is evaluating the impact of new **FASB standards** on disaggregation of income statement expenses and **SEC climate-related disclosure rules**[73](index=73&type=chunk)[74](index=74&type=chunk) [3. Equity, Capital and Other Interests](index=27&type=section&id=3.%20Equity%2C%20Capital%20and%20Other%20Interests) This note details equity, capital, and other interests, including outstanding shares, units, and noncontrolling interests Equity Securities | Equity Securities | June 30, 2025 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------ | | Common Shares outstanding at June 30, | 379,980,440 | 379,086,882 | | Units outstanding at June 30, | 11,606,272 | 11,663,842 | | Total Common Shares and Units outstanding at June 30, | 391,586,712 | 390,750,724 | | Units Ownership Interest in Operating Partnership | 3.0% | 3.0% | - Noncontrolling Interests – Operating Partnership (Limited Partners Capital) can exchange their Units for EQR Common Shares on a **one-for-one basis**[80](index=80&type=chunk) Redeemable Noncontrolling Interests (in thousands) | Redeemable Noncontrolling Interests (in thousands) | 2025 | 2024 | | :------------------------------------------------- | :----- | :----- | | Balance at January 1, | $338,563 | $289,248 | | Change in market value | $(19,568) | $39,058 | | Change in carrying value | $(1,090) | $(665) | | Balance at June 30, | $317,905 | $327,641 | [4. Real Estate](index=30&type=section&id=4.%20Real%20Estate) This note provides information on the Company's real estate investments, including acquisitions, dispositions, and development projects Investment in Real Estate (in thousands) | Investment in Real Estate (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Investment in real estate, net | $19,760,201 | $19,558,328 | | Land | $5,636,458 | $5,606,531 | | Depreciable property | $24,711,740 | $24,039,412 | | Projects under development | $168,626 | $261,706 | - During the six months ended June 30, 2025, the Company acquired **8 consolidated rental properties (2,064 units)** for **$533.8 million** and disposed of **3 consolidated rental properties (835 units)** for **$346.6 million**, resulting in a net gain of **$212.4 million**[94](index=94&type=chunk)[96](index=96&type=chunk) - The Company acquired its joint venture partner's **10% interest** in a **270-unit apartment property**, making it wholly owned, and recorded a real estate basis of **$88.4 million**[95](index=95&type=chunk) [5. Investments in Partially Owned Entities](index=31&type=section&id=5.%20Investments%20in%20Partially%20Owned%20Entities) This note details the Company's investments in partially owned entities, including consolidated and unconsolidated joint ventures - The Company consolidates ERPOP and certain joint ventures identified as **Variable Interest Entities (VIEs)** where EQR is the primary beneficiary[98](index=98&type=chunk)[99](index=99&type=chunk) Consolidated VIEs | Consolidated VIEs | Properties | Apartment Units | | :------------------------ | :--------- | :-------------- | | Operating Properties | 12 | 2,656 | | Projects Under Development | 1 | 440 | Investments in Unconsolidated Entities (in thousands) | Investments in Unconsolidated Entities (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------------------------- | :------------ | :---------------- | | Various Real Estate Holdings (VIE) | $34,615 | $34,510 | | Development and Lease-Up Projects and Land Held for Development (VIE) | $338,984 | $323,998 | | Real Estate Technology Funds/Companies (VIE) | $30,429 | $28,276 | | Total Investments in Unconsolidated Entities | $403,768 | $386,531 | [6. Restricted Deposits](index=33&type=section&id=6.%20Restricted%20Deposits) This note provides a breakdown of restricted deposits, including mortgage escrow and restricted cash Restricted Deposits (in thousands) | Restricted Deposits (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Mortgage escrow deposits | $36,281 | $31,425 | | Restricted cash | $64,397 | $66,439 | | Total Restricted deposits | $100,678 | $97,864 | [7. Leases](index=33&type=section&id=7.%20Leases) This note details the Company's lease activities, including residential and non-residential operating leases - The Company acts as a lessor for **residential and non-residential operating leases**[109](index=109&type=chunk) Lease Income Type (in thousands) | Lease Income Type (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------- | :----------------------------- | :----------------------------- | | Residential and non-residential rent | $1,399,450 | $1,346,918 | | Utility recoveries (RUBS income) | $51,432 | $45,891 | | Parking rent | $24,640 | $23,668 | | Total lease revenue | $1,478,143 | $1,412,979 | | Total other rental income | $51,494 | $52,002 | | Total Rental income | $1,529,637 | $1,464,981 | Residential Bad Debt (in thousands) | Residential Bad Debt (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Bad debt, net | $14,990 | $17,139 | | % of residential rental income | 1.0% | 1.2% | [8. Debt](index=34&type=section&id=8.%20Debt) This note provides information on the Company's debt structure, including mortgage notes, unsecured notes, and credit facilities - All debt is incurred by the **Operating Partnership**, not EQR[115](index=115&type=chunk) Debt Type (in thousands) | Debt Type (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Mortgage notes payable, net | $1,594,765 | $1,630,690 | | Notes, net | $5,994,914 | $5,947,376 | | Line of credit and commercial paper | $782,147 | $543,679 | | Total liabilities | $9,501,134 | $9,249,829 | - The Company has a **$2.5 billion unsecured revolving credit facility** maturing October 26, 2027, and a **$1.5 billion unsecured commercial paper note program**; **$1.71 billion** was available under the credit facility as of June 30, 2025[120](index=120&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk) [9. Fair Value Measurements](index=36&type=section&id=9.%20Fair%20Value%20Measurements) This note describes the Company's fair value measurements for financial instruments using a three-level valuation hierarchy - The Company uses a **three-level valuation hierarchy** for fair value measurements, based on the transparency of inputs[126](index=126&type=chunk) Financial Instrument | Financial Instrument | Carrying Value (June 30, 2025) | Estimated Fair Value (Level 2) (June 30, 2025) | | :------------------- | :----------------------------- | :--------------------------------------------- | | Mortgage notes payable, net | $1,594,765 | $1,522,268 | | Unsecured debt, net | $6,777,061 | $6,443,791 | | Total debt, net | $8,371,826 | $7,966,059 | - During the six months ended June 30, 2025, the Company paid **$3.5 million** to settle five forward starting swaps, with **$2.3 million** recognized as increased interest expense over the notes' term[129](index=129&type=chunk) [10. Earnings Per Share and Earnings Per Unit](index=40&type=section&id=10.%20Earnings%20Per%20Share%20and%20Earnings%20Per%20Unit) This note presents the calculation of basic and diluted EPS for EQR and EPU for ERPOP Metric | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net income available to Common Shares (EQR) | $448,237 | $470,924 | | Basic EPS (EQR) | $1.18 | $1.24 | | Diluted EPS (EQR) | $1.18 | $1.24 | | Net income available to Units (ERPOP) | $460,565 | $484,202 | | Basic EPU (ERPOP) | $1.18 | $1.24 | | Diluted EPU (ERPOP) | $1.18 | $1.24 | [11. Commitments and Contingencies](index=41&type=section&id=11.%20Commitments%20and%20Contingencies) This note outlines the Company's commitments for development projects and investments, and significant legal contingencies Projects Under Development | Projects Under Development | Projects | Apartment Units | Total Project Costs Remaining (in thousands) | | :------------------------- | :------- | :-------------- | :----------------------------------------- | | Consolidated | 1 | 440 | $63,546 | | Unconsolidated | 2 | 639 | $150,228 | | Total | 3 | 1,079 | $213,774 | - The Company has remaining commitments of approximately **$21.0 million** for real estate technology and other real estate fund investments[135](index=135&type=chunk) - Litigation accruals were approximately **$42.1 million** as of June 30, 2025, with the Company defending against antitrust and class action lawsuits[137](index=137&type=chunk)[138](index=138&type=chunk)[140](index=140&type=chunk) [12. Reportable Segments](index=43&type=section&id=12.%20Reportable%20Segments) This note describes the Company's reportable segments, categorized as 'Same store' and 'Non-same store' - The Company's chief operating decision maker evaluates performance geographically by market on a **same store basis** and in total on a **non-same store basis**[142](index=142&type=chunk) - Reportable segments are defined as **'Same store'** (stabilized properties) and **'Non-same store'** (acquired, lease-up, or major renovation properties)[146](index=146&type=chunk) Metric (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Total NOI | $1,025,306 | $989,355 | | Same store NOI | $971,784 | $955,596 | | Non-same store NOI | $57,832 | $10,653 | | Total assets (June 30, 2025) | $21,027,514 | | | Capital expenditures (Six Months Ended June 30, 2025) | $144,368 | | [13. Subsequent Events](index=46&type=section&id=13.%20Subsequent%20Events) This note confirms that no material subsequent events have occurred since June 30, 2025 - There have been **no material subsequent events** occurring since June 30, 2025[156](index=156&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of financial condition and results of operations [Overview](index=47&type=section&id=Overview) This overview describes EQR's business model and ERPOP's operational role - **Equity Residential (EQR)** focuses on acquiring, developing, and managing residential properties in dynamic cities, with **ERP Operating Limited Partnership (ERPOP)** conducting the multifamily property business[159](index=159&type=chunk) - EQR is the general partner of ERPOP, holding approximately **97.0% ownership**, with all property ownership and business operations conducted through ERPOP[160](index=160&type=chunk) - The Company's business objectives and operating/investing strategies remain **unchanged** from the prior Annual Report on Form 10-K[163](index=163&type=chunk) [2025 Transactions](index=48&type=section&id=2025%20Transactions) This section summarizes the Company's property acquisition and disposition activities during 2025 Portfolio Activity | Portfolio Activity | Properties | Apartment Units | Purchase/Sales Price (in thousands) | | :----------------- | :--------- | :-------------- | :---------------------------------- | | Beginning Balance (12/31/2024) | 311 | 84,249 | | | Acquisitions: Consolidated Rental Properties | 8 | 2,064 | $533,843 | | Dispositions: Consolidated Rental Properties | (3) | (835) | $(346,600) | | Dispositions: Consolidated Land Parcels | — | — | $(4,300) | | Completed Developments – Consolidated | 2 | 495 | | | Completed Developments – Unconsolidated | 1 | 450 | | | Ending Balance (6/30/2025) | 319 | 86,422 | | - Acquired **8 consolidated rental properties** in Atlanta for **$533.8 million** at a **5.1% acquisition cap rate**[166](index=166&type=chunk) - Disposed of **3 consolidated rental properties** and one consolidated land parcel, receiving net proceeds of **$343.1 million**[168](index=168&type=chunk) [Comparison of Financial Results](index=50&type=section&id=Comparison%20of%20the%20six%20months%20and%20quarter%20ended%20June%2030%2C%202025%20to%20the%20six%20months%20and%20quarter%20ended%20June%2030%2C%202024) This section compares the Company's financial results for periods ended June 30, 2025 Metric | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net income | $463,583 | $488,587 | $(25,004) | (5.1)% | | Total NOI | $1,025,306 | $989,355 | $35,951 | 3.6% | | Rental income | $1,529,637 | $1,464,981 | $64,656 | 4.4% | | Total operating expenses | $504,331 | $475,626 | $28,705 | 6.0% | | Same store NOI | $971,784 | $955,596 | $16,188 | 1.7% | | Non-same store/other NOI | $53,522 | $33,759 | $19,763 | 58.5% | - Diluted EPS/EPU decreased by **$0.06** for the six months ended June 30, 2025, primarily due to higher depreciation and lower net gain on property sales[170](index=170&type=chunk) - Interest expense increased by **$14.4 million (10.8%)** due to higher debt balances and rates, while loss from unconsolidated entities increased by **$8.0 million (238.3%)** due to development property losses[172](index=172&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) [Same Store Results](index=53&type=section&id=Same%20Store%20Results) This section analyzes the performance of the Company's same store residential operations - Same store residential operations, representing **75,072 apartment units**, performed well due to good demand, modest supply, a constructive job market, and high wage growth[184](index=184&type=chunk)[187](index=187&type=chunk) Market/Metro Area | Market/Metro Area | Average Rental Rate Change (YoY) | Average Physical Occupancy Change (YoY) | Turnover Change (YoY) | | :---------------- | :------------------------------- | :-------------------------------------- | :-------------------- | | Los Angeles | 1.2% | 0.1% | (1.5%) | | San Francisco | 3.1% | 0.7% | (2.7%) | | Washington, D.C. | 4.4% | 0.0% | (0.6%) | | New York | 3.2% | 0.6% | (0.2%) | | Seattle | 3.2% | 0.2% | (1.0%) | | Denver | (2.6%) | (0.8%) | (0.4%) | | Other Expansion Markets | (4.2%) | (0.1%) | (5.2%) | | Total | 2.5% | 0.2% | (1.3%) | - **Washington, D.C., New York, and San Francisco** were the best-performing markets with strong occupancy, healthy pricing, and low turnover, while Expansion Markets faced challenges due to elevated new supply[187](index=187&type=chunk)[188](index=188&type=chunk) [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity, capital resources, cash flow activities, and debt structure - The Company has approximately **$1.7 billion** in readily available liquidity, a strong balance sheet, and well-staggered debt maturities[191](index=191&type=chunk) Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $785,070 | $817,968 | | Investing activities | $(518,995) | $(2,357) | | Financing activities | $(294,287) | $(817,185) | - Key financing activities included repaying **$37.9 million** in mortgage loans and **$450.0 million** in unsecured notes, receiving **$238.5 million** net from commercial paper, and issuing **$500.0 million** in new unsecured notes[200](index=200&type=chunk) - The Company declared a quarterly dividend/distribution of **$0.6925 per share/unit** for Q1 and Q2 2025, an annualized increase of **2.6%** over 2024[202](index=202&type=chunk) Debt Summary as of June 30, 2025 (in thousands) | Debt Summary as of June 30, 2025 (in thousands) | Balances | % of Total | | :---------------------------------------------- | :------- | :--------- | | Secured Debt | $1,594,765 | 19.0% | | Unsecured Debt | $6,777,061 | 81.0% | | Total Debt | $8,371,826 | 100.0% | | Fixed Rate Debt | $7,397,342 | 88.3% | | Floating Rate Debt | $974,484 | 11.7% | [Critical Accounting Policies and Estimates](index=59&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms critical accounting policies and estimates remain materially unchanged from the prior annual report - The Company's critical accounting policies and estimates have **not changed materially** from those reported in the Annual Report on Form 10-K for the year ended December 31, 2024[208](index=208&type=chunk) [Funds From Operations and Normalized Funds From Operations](index=59&type=section&id=Funds%20From%20Operations%20and%20Normalized%20Funds%20From%20Operations) This section provides a reconciliation and explanation of FFO and Normalized FFO Metric (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net income available to Common Shares and Units / Units | $460,565 | $484,202 | | FFO available to Common Shares and Units / Units | $751,568 | $704,767 | | Normalized FFO available to Common Shares and Units / Units | $759,308 | $745,038 | - **FFO and Normalized FFO** are supplemental measures of operating performance, excluding gains/losses from sales and impairment of depreciable real estate, and depreciation/amortization related to real estate[218](index=218&type=chunk) - Normalized FFO further excludes non-operating real estate asset impairment, pursuit cost write-offs, debt extinguishment gains/losses, and non-operating asset gains/losses[211](index=211&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company's and Operating Partnership's market risk profile is unchanged from the prior 10-K - The Company's and Operating Partnership's market risk has **not changed materially** from the information reported in their Annual Report on Form 10-K for the year ended December 31, 2024[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Both EQR and ERPOP concluded their disclosure controls were effective, with no material changes to internal control - Equity Residential's CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of June 30, 2025[215](index=215&type=chunk) - ERP Operating Limited Partnership's management also concluded that its disclosure controls and procedures were **effective** as of June 30, 2025[217](index=217&type=chunk) - **No material changes** to internal control over financial reporting were identified for either entity during the second quarter of 2025[216](index=216&type=chunk)[219](index=219&type=chunk) [PART II. OTHER INFORMATION](index=63&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other important information, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) No changes to legal proceedings, and no pending litigation is expected to materially affect financial condition - **No changes** to legal proceedings discussed in the Annual Report on Form 10-K[220](index=220&type=chunk) - As of June 30, 2025, no pending or threatened litigation is expected to have a **material adverse effect** on the Company's financial condition[220](index=220&type=chunk) [Item 1A. Risk Factors](index=63&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously discussed in the Company's Annual Report on Form 10-K - **No material changes** to risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2024[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, EQR issued 117,000 Common Shares for OP Units, registered or exempt - During the quarter ended June 30, 2025, EQR issued **117,000 Common Shares** in exchange for **117,000 OP Units** held by limited partners of ERPOP[222](index=222&type=chunk) - These shares were either registered under the Securities Act of 1933 or issued in reliance on an **exemption from registration** under Section 4(a)(2) of the Securities Act[222](index=222&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - **None**[223](index=223&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - **Not applicable**[224](index=224&type=chunk) [Item 5. Other Information](index=63&type=section&id=Item%205.%20Other%20Information) No trustee or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No trustee or officer adopted or terminated a **"Rule 10b5-1 trading arrangement"** or **"non-Rule 10b5-1 trading arrangement"** during the quarter ended June 30, 2025[225](index=225&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this report, including forms of notes, agreements, and certifications - The exhibit index lists various documents filed as part of the report, including forms of notes, distribution agreements, and certifications[229](index=229&type=chunk) [Signatures](index=65&type=section&id=SIGNATURES) This section contains the official signatures for the report from EQR and ERPOP [Signatures](index=65&type=section&id=Signatures) The report was signed on August 6, 2025, by Robert A. Garechana and Ian S. Kaufman for EQR and ERPOP - The report was signed on **August 6, 2025**, by **Robert A. Garechana (EVP and CFO)** and **Ian S. Kaufman (SVP and Chief Accounting Officer)** for both Equity Residential and ERP Operating Limited Partnership[233](index=233&type=chunk)