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What changed in Equity Residential's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Equity Residential's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+240 added−248 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-13)

Top changes in Equity Residential's 2025 10-K

240 paragraphs added · 248 removed · 178 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe then benchmark the Company’s pay practices and budget as well as our job roles against third-party compensation surveys to determine the market value of each position. • During the year-end performance evaluation process, managers review and calibrate compensation for their team members in an effort to ensure fairness in our pay practices, while recognizing and rewarding top talent to keep them motivated. • We benefit from a diverse workforce, of which over 60% currently identify as ethnically diverse. • We are committed to fostering a safe, inclusive and productive workplace for all employees.
Biggest changeEmployee performance is formally assessed biannually, and during the year-end performance evaluation process, managers review and calibrate compensation for their team members in an effort to ensure fairness in our pay practices, while recognizing and rewarding top talent. • We are committed to expanding our talent pipeline at every level, with a particular focus on mid and senior level roles.
We believe that both the locations of our properties and the cost of renting versus home ownership in these markets are attractive to these affluent knowledge workers (who often choose to rent for lifestyle reasons and due to a lack of home affordability) that we hope to convert into satisfied long-term residents.
We believe that both the locations of our properties and the cost of renting versus home ownership in these markets are attractive to these affluent knowledge workers (who often choose to rent for lifestyle reasons and due to a lack of home affordability and availability) that we hope to convert into satisfied long-term residents.
Investment Strategy The Company’s long-term strategy is to invest in apartment properties located in strategically targeted markets with the goal of generating consistent and superior risk-adjusted total returns by balancing current cash flow generation with long-term capital appreciation.
Investment Strategy The Company’s long-term strategy is to invest in apartment properties located in strategically targeted markets with the goal of generating consistent, durable and superior risk-adjusted total returns by balancing current cash flow generation with long-term capital appreciation.
They also tend to remain renters longer due to the high cost of single family home ownership, societal trends favoring delays in marriage and having children and caution around making large financial commitments during uncertain economic times. 8 Table of Contents • Baby Boomers, a demographic of more than 68 million people born between 1946 and 1964, also may trend toward apartment rentals as they downsize and select retirement living in vibrant cities.
They also tend to remain renters longer due to the high cost of single family home ownership, societal trends favoring delays in marriage and having children and caution around making large financial commitments during uncertain economic times. 8 Table of Contents • Baby Boomers, a demographic of more than 67 million people born between 1946 and 1964, also may trend toward apartment rentals as they downsize and select retirement living in vibrant cities.
Furthermore, we believe that demand for rental housing will continue to be driven primarily through household formations from the younger segments of our population, particularly Generation Z, while retaining Millennials for longer, and to a lesser extent, capturing the aging Baby Boomer generation. • Generation Z is approximately 70 million people born between 1997 and 2012.
Furthermore, we believe that demand for rental housing will continue to be driven primarily through household formations from the younger segments of our population, particularly Generation Z, while retaining Millennials for longer, and to a lesser extent, capturing the aging Baby Boomer generation. • Generation Z is approximately 71 million people born between 1997 and 2012.
We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. Multifamily housing is one of the most environmentally-friendly uses of real estate, as each property provides homes for hundreds of families in a denser shared environment.
We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. Multifamily housing is one of the most environmentally efficient uses of real estate, as each property provides homes for hundreds of families in a denser shared environment.
Our business benefits from elevated single family home ownership costs which makes renting more attractive, positive household formation trends, residents choosing a rental lifestyle for greater flexibility in living arrangements and the overall deficit in housing across the country, especially in the areas in which we are investing.
Our business benefits from elevated single family home ownership costs which makes renting more attractive, positive household formation trends, residents choosing a longer-term rental lifestyle for greater flexibility in living arrangements and the overall deficit in housing across the country, especially in the areas in which we are investing.
We conduct climate resilience analyses and assess the regulatory climate to identify potential risks and opportunities as part of our due diligence process for new acquisitions and developments, as well as potential markets for portfolio expansion. Resiliency and regulatory issues also factor into our decisions to dispose of certain properties and/or exit certain submarkets.
We conduct climate resilience analyses and assess the regulatory climate to identify potential risks and opportunities as part of our due diligence process for new acquisitions, developments and capital improvements, as well as potential markets for portfolio expansion. Resiliency and regulatory issues also factor into our decisions to dispose of certain properties and/or exit certain submarkets.
This cohort is entering prime renter age and is expected to continue to be an important source of demand. • Millennials are individuals born between 1981 and 1996, totaling approximately 72 million people, and continue to be a significant portion of the renter population.
This cohort is entering prime renter age and is expected to continue to be an important source of demand. • Millennials are individuals born between 1981 and 1996, totaling approximately 74 million people, and continue to be a significant portion of the renter population.
We consider building locations based on walkability, accessibility, neighborhoods and communities.
We consider building locations based on walkability, transit, accessibility, neighborhoods and communities.
We deliver this performance through rapidly evolving technology and innovation that is increasingly prevalent in our industry. We have been and continue to be a leader in deploying and investing in property technology to serve our customers better and operate more efficiently.
We deliver this performance through continuously evolving and improving technology and innovation that is increasingly prevalent in our industry. We have been and continue to be a leader in deploying and investing in property technology to serve our customers better and operate more efficiently.
Our programs include medical, dental and vision coverage; mental health and stress management resources; financial wellness tools; and support for proactive self-care.
Our offerings include medical, dental and vision coverage; mental health and stress management resources; financial wellness tools; and support for proactive self-care.
We methodically focus on energy, water, waste and emissions to advance the program’s policies, targets and resilience outcomes as well as our shareholders' long-term financial interests. We believe that our approach will prepare us to operate in a low-carbon economy and drive long-term asset value while maintaining a commitment to good corporate citizenship and maximizing investment performance.
The program focuses on energy, water, waste and emissions metrics to advance the program’s policies, targets and resilience outcomes as well as our shareholders' long-term financial interests. We believe that our approach will prepare us to operate in a low-carbon economy and drive long-term asset value while maintaining a commitment to good corporate citizenship and maximizing investment performance.
Our expertise has shown that as real estate owners, developers and managers, we have the ability to make a positive impact on the environment while also enhancing our financial performance and strengthening our organization’s sense of purpose. As detailed below, we are committed to our employees’ engagement, inclusion and wellness.
Our expertise has shown that as real estate owners, developers and managers, we have the ability to make a positive impact on the environment while also enhancing our financial performance and strengthening our organization’s sense of purpose. As detailed in our Human Capital section, we are committed to our employees’ engagement, inclusion and wellness.
References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. EQR is the general partner of, and as of December 31, 2024 owned an approximate 97.0% ownership interest in, ERPOP.
References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. EQR is the general partner of, and as of December 31, 2025 owned an approximate 97.6% ownership interest in, ERPOP.
Our multi-pronged investment strategy featuring acquisitions, new stand-alone and expansion developments, densifying developments and accretive renovations of existing properties is focused on optimizing and balancing our portfolio in terms of location, including between our Established Markets and Expansion Markets and between urban and suburban submarkets within those markets.
Our multi-pronged investment strategy featuring acquisitions, new stand-alone and expansion developments, densifying developments and accretive renovations of existing properties is focused on optimizing and balancing our portfolio in terms of the markets we operate in and between urban and suburban submarkets within those markets.
We carry this, our corporate purpose, through our relationships with our customers, our employees, our shareholders and the communities in which we operate. It drives our commitments to sustainability, inclusion, the total wellbeing of our employees and being a responsible corporate citizen in the communities in which we operate.
This is our corporate purpose and we carry it through our relationships with our customers, our employees, our shareholders and the communities in which we operate. It drives our dedication to sustainability, inclusion and the total wellbeing of our employees, as well as being a responsible corporate citizen in the communities in which we do business.
Our well-located communities provide an exceptional experience for our residents around dynamic cities that we believe will continue to attract long-term renters who are highly educated, well employed and earn high incomes. Equity Residential is committed to creating communities where people thrive.
Our well-located communities provide an exceptional experience for our residents in dynamic metro areas across the U.S. that we believe will continue to attract long-term renters who are highly educated, well employed and earn high incomes. Equity Residential is committed to creating communities where people thrive.
Business Objectives and Operating and Investing Strategies Overview The Company is one of the largest U.S. publicly-traded owners and operators of high quality rental apartment properties, with an established presence in Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, and an expanding presence in Denver, Atlanta, Dallas/Ft.
Business Objectives and Operating and Investing Strategies Overview The Company is one of the largest U.S. publicly-traded owners and operators of high quality rental apartment properties, with a primary concentration in the major coastal markets of Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, diversified by a targeted presence in Denver, Atlanta, Dallas/Ft.
We believe having a more balanced portfolio between urban and suburban and between our Established Markets and Expansion Markets, while remaining focused on serving a more financially resilient renter, will create the highest returns and lowest return volatility over time. Development also plays an important role in our capital allocation.
We believe having a more balanced portfolio between urban and suburban and between our Established Markets and Expansion Markets, while remaining focused on serving a more financially resilient renter, will create the highest returns and lowest return volatility over time.
Talent Development, Attraction and Retention • To develop, attract and retain the best employees, we are committed to providing a total compensation package that is market-based, performance driven, fair and internally equitable. • Our goal is to be competitive both within the general employment market and with our competitors in the real estate industry, with our strongest performers being paid more. • Base pay is reviewed annually, along with Equity Residential’s compensation framework.
Talent Attraction and Retention • To develop, attract and retain the best employees, we are committed to providing a total compensation package that is market-based, performance driven, fair and internally equitable. • Our goal is to be competitive both within the general employment market and with our competitors in the real estate industry.
Our properties support amenities such as fitness centers and we select locations near retail shops, restaurants, outdoor amenities such as bike/running paths and health clubs, enabling a low carbon footprint lifestyle for our residents to live, work and play. 9 Table of Contents Equity Residential’s sustainability program actively manages environmental impacts and utility costs through optimized, financially responsible capital investments and technologies.
Our properties support amenities such as fitness centers and community gathering spaces and we select locations near retail shops, restaurants, outdoor amenities such as bike/running paths and public parks, enabling a wellness-focused lifestyle for our residents to live, work and play. 9 Table of Contents Equity Residential’s sustainability program actively manages environmental impacts and utility costs through optimized, financially responsible capital investments and technologies which we believe increases our portfolio value.
While we believe areas such as “smart home” technology and others will provide the foundation for current and future improvements to how we do business, we will continue to consider the cost and longevity of technology capital investments and their benefits.
While we believe technology and artificial intelligence enhancements will provide the foundation for current and future improvements to how we do business, we will continue to consider the cost, capabilities and longevity of technology capital investments and their benefits.
Item 1. Business General Equity Residential (“EQR”) is committed to creating communities where people thrive. The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters. ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.
Item 1. Business General Equity Residential (“EQR”) is committed to creating communities where people thrive. The Company, a member of the S&P 500, owns and manages rental properties in dynamic metro areas across the U.S. ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.
Our Commitment to Corporate Responsibility At Equity Residential, corporate responsibility is integrated into every aspect of our business, as we aim to minimize environmental impact, manage climate and environmental risks and position the Company as an attractive investment. We prioritize robust governance and transparency, operating our assets efficiently, strategically and responsibly allocating capital and investing in innovative technologies and practices.
Our Commitment to Corporate Responsibility At Equity Residential, corporate responsibility is embedded throughout our business operations, with the aim of reducing our environmental impact, managing our climate and environmental risks and positioning the Company as an attractive long-term investment. We prioritize robust governance and transparency, operating our assets efficiently, thoughtfully allocating capital and investing in innovative technologies and practices.
In addition, other forms of rental properties and single family housing provide housing alternatives to potential residents of multifamily properties. See Item 1A, Risk Factors , for additional information with respect to competition.
The Company may be competing with other housing providers that have greater resources than the Company and whose managers have more experience than the Company’s managers. In addition, other forms of rental properties and single family housing provide housing alternatives to potential residents of multifamily properties. See Item 1A, Risk Factors , for additional information with respect to competition.
By fostering an environment where employees bring their best selves to work, we enable impactful contributions to our business, culture and communities, underscoring the connection between employee wellbeing and organizational success. • Recognizing that one size does not fit all when supporting our employees, we offer a comprehensive and inclusive benefits package designed to meet a wide range of needs.
By cultivating an environment where employees can bring their best selves to work, we support meaningful contributions to our business, culture and communities, highlighting the strong connection between employee wellbeing and long-term organizational success. • Recognizing that employee needs are not one-size-fits-all, we offer a comprehensive and inclusive benefits program designed to support a broad range of needs.
Many of these initiatives allow us to interact with our customers in a safe, responsible and convenient manner, including self-guided tours, automated responses to customer inquiries and enhanced service and maintenance management.
Our structured approach focuses on using data to drive decision making, piloting promising technologies and standardizing efficiency procedures across the portfolio. Many of these initiatives allow us to interact with our customers in a safe, responsible and convenient manner, including self-guided tours, artificial intelligence responses to customer inquiries and enhanced service and maintenance management.
The number of competitive housing choices or multifamily properties in a particular area could have a material effect on the Company’s ability to lease apartment units at its properties and on the rents charged. The Company may be competing with other housing providers that have greater resources than the Company and whose managers have more experience than the Company’s managers.
The number of competitive housing choices or multifamily properties in a particular area could have a material effect on the Company’s ability to lease apartment units at its properties and on the rents charged. We also face significant competition for the acquisition and development of apartment communities.
From addressing complex health conditions to providing resources for everyday wellbeing, we believe our benefits ensure every employee feels supported, balanced and able to thrive. • To address the ongoing importance of mental health, we provide culturally competent and accessible resources, including educational tools, free access to an industry-leading meditation app for employees and their families, partnerships with virtual care providers and an Employee Assistance Program offering five free counseling sessions per year per presenting matter.
From navigating complex health 11 Table of Contents conditions to supporting everyday wellbeing, our benefits are designed to help employees feel supported, balanced and positioned to thrive. • In recognition of the continued importance of mental health, we provide culturally responsive and accessible resources, including educational tools, partnerships with virtual care providers and an Employee Assistance Program offering five no-cost counseling sessions per year per presenting concern.
The Company contributes funds to further support employees who experience unforeseen or catastrophic hardship. We are proud that this program allows yet another avenue for us to tangibly demonstrate a one team culture by ensuring that employees feel safe and supported during extreme circumstances.
Equity Residential continues to partner with Employees1st and contribute to a crisis fund that provides grants to employees facing personal hardships or unforeseen disasters. We are proud that this program allows yet another avenue for us to tangibly demonstrate a one team culture by ensuring that employees feel supported during extreme and unexpected circumstances.
Having a history as a first mover in such important areas as online leasing, we are focused on technology that drives superior margins and improves customer experience. We use a standardized purchasing system to control our operating expenses and a business intelligence platform and other data analytics that allow our team members to quickly identify and address issues and opportunities.
Having a history as a first mover in such important areas as online leasing, we are focused on technology that drives superior margins and improves customer experience.
The Corporate Responsibility Report is not part of or incorporated into this report. Furthermore, our annual proxy statements contain additional information on our corporate responsibility efforts, including detailed information regarding our corporate governance practices. Such annual proxy statements and the information contained therein are not part of or incorporated into this report, except as otherwise provided herein.
The report was reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing corporate responsibility efforts. The Corporate Responsibility Report is not part of or incorporated into this report. Furthermore, our annual proxy statements contain detailed information regarding our corporate governance practices.
The Company continues to allocate capital in order to optimize performance by balancing current cash flow growth with long-term capital appreciation. We have done so by adding Expansion Markets to our portfolio when certain submarkets in those markets meet many of the same characteristics listed above.
The Company continues to allocate capital in order to optimize performance by balancing current cash flow growth with long-term capital appreciation.
Consistent with the Company's purpose and commitment to corporate responsibility concepts in all aspects of its business, executive compensation includes a goal that focuses on corporate responsibility factors.
Consistent with the Company's purpose and commitment to corporate responsibility in all aspects of its business, executive compensation includes a goal that focuses on corporate responsibility factors. For additional information regarding our corporate responsibility efforts, see our 2025 Corporate Responsibility Report at our website, www.equityapartments.com, which includes third-party limited assurance covering some of the environmental metrics disclosed in the report.
These efforts focus on mindfulness, stress management and building resilience to enhance productivity and overall wellbeing. • We prioritize proactive healthcare by covering 100% of preventive care for employees, a longstanding commitment that predates healthcare reform.
These offerings emphasize mindfulness, stress management and resilience, supporting both individual wellbeing and sustained productivity. • We prioritize proactive healthcare by covering 100% of preventive care for employees, a longstanding commitment that predates healthcare reform. Our robust wellness program encourages healthy behaviors, rewards proactive health management and supports timely access to care for both ongoing health needs and unexpected events.
This process involves partnering with managers to create and update job descriptions that accurately reflect the duties, skills, experience and education required for each role.
Employee compensation is directly influenced by performance, with higher performers receiving larger salary increases, bonus payments and long-term compensation awards. • Base pay is reviewed annually, along with Equity Residential’s compensation framework. This process involves partnering with managers to create and update job descriptions that accurately reflect the duties, skills, experience and education required for each role.
We are focused on creating and maintaining a sustainable portfolio with properties that can withstand and adapt to the impacts of climate change, minimizing casualty loss risk and providing stable housing for our residents.
We are dedicated to creating and maintaining a sustainable portfolio of properties adapted to withstand the effects of climate change, minimizing casualty loss risk and providing a stable, comfortable and healthy environment for our residents. The key factors we consider in enhancing resilience include location, building construction and proactive risk mitigation and adaptation strategies.
Whether it’s hands-on workshops, virtual learning or self-paced programs, our team blends diverse approaches to meet evolving needs and elevate our organization to the next level. Health, Total Rewards and Wellness • Equity Residential empowers employees to thrive across physical, mental, financial, career, social and community dimensions of wellbeing.
Health, Total Rewards and Workplace Wellbeing • Equity Residential empowers employees to thrive across the physical, mental, financial, career, social and community dimensions of wellbeing.
Human Capital Our commitment to Human Capital starts with a highly skilled Board of Trustees that reflects a diverse range of thought and perspective. At Equity Residential, our team of approximately 2,500 employees is the driving force behind our continued success.
Such annual proxy statements and the information contained therein are not part of or incorporated into this report, except as otherwise provided herein. Human Capital Our commitment to Human Capital starts with a highly skilled Board of Trustees that reflects a diverse range of thought and perspective.
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Expansion into these markets includes investments in both urban and suburban properties in select submarkets and is generally being funded by reducing exposure to older or lower returning assets in selected Established Markets.
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Our climate risk program combines reviewing climate data, analyzing current and future hazard exposure and conducting local reconnaissance in an effort to ensure that we are prepared to make informed investment decisions.
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For additional information regarding our corporate responsibility efforts, see our 2024 Corporate Responsibility Report at our website, www.equityapartments.com, which includes third-party limited assurance covering some of the environmental metrics included in the report. The report was reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing corporate responsibility efforts.
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The strength of our results in New York and San Francisco, two markets that did not perform well several years ago, as well as the current slower performance in our Expansion Markets due primarily to supply issues, are examples of the benefits of a diversified portfolio. Development also plays an important role in our capital allocation.
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Employees can grow, innovate and contribute to our shared goals, including our purpose of “ Creating communities where people thrive.” This alignment of individual aspirations with our business goals creates a powerful partnership that drives innovation, excellence and lasting impact across our organization and industry. We believe it enhances employee job capabilities, advances our business and creates sustainable shareholder value.
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We use a standardized purchasing system to control our operating expenses and a business intelligence platform and other data analytics that allow our team members to quickly identify and address issues and opportunities as well as leverage the data to understand trends and predict outcomes to improve decision making and engagement of residents and employees.
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Our approach focuses on engaging, motivating and rewarding employees, ensuring they feel valued and contribute their best. Built on a foundation of continuous learning and development, we have implemented programs that support career progression, enhance managerial capabilities and create a culture of collaboration and engagement.
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At Equity Residential, our approximately 2,400 employees bring that strategy to life every day.
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These efforts ensure that our workforce is well-prepared to meet today’s challenges and equipped to lead the future.
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They are the creators of our resident experience, the stewards of our communities and the driving force behind our purpose of “ Creating communities where people thrive.” When employees grow, innovate and pursue their aspirations, they advance our mission and our performance, strengthening the foundation for sustainable value creation.
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We believe our strength lies in our differences.
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Our people strategy is rooted in the values that shape how we work, lead and connect. Respect, transparency, inclusion and innovation form the core of a culture designed to support high performance and human potential.
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By fostering a work environment built on respect, trust and collaboration, we create an exceptional experience where employees can bring their full selves to work and thrive in their careers. • We actively work to expand the breadth of our talent pipeline at all levels, with an enhanced focus on mid-management and higher positions.
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These principles guide how we attract and retain talent, invest in development and create an environment where people feel seen, supported and empowered to contribute their best. We believe work should evolve alongside the people who power it, which means listening closely, designing with intention and leading with clarity and care.
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We connect with emerging real estate talent in the communities we serve, sponsor internships and ensure educational opportunities are accessible to more students. 10 Table of Contents • We employ interns from universities nationwide and local colleges to provide pathways for students of various backgrounds interested in real estate.
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We invest in programs that build employee capability, enhance managerial effectiveness and deepen engagement across the organization. Through continuous learning, leadership development and meaningful rewards, we help employees grow their careers while strengthening organizational readiness for the future.
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Employee Engagement • Employee engagement and experience are extremely important at Equity Residential. Our Employee Experience (EX) Survey measures employee engagement, manager effectiveness, trust and inclusion, among other components of the employee experience. • Our 2024 engagement score of 77.4% favorability is very strong, especially given changes in employee expectations over the past several years.
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We believe these efforts ensure our workforce is equipped to excel today and positioned to lead the next chapter of our company’s success. The following section outlines how we bring our people strategy to life across key areas of human capital management, including talent attraction and retention, employee engagement, learning and development and health, total rewards and workplace wellbeing.
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Our inclusion index score of 84.4% demonstrates significant employee favorability for our initiatives and a greater sense of belonging. • We launched an Engagement Advisory Group dedicated to identifying opportunities to bolster our engagement scores and improve the employee experience by leveraging insights gleaned from our 2023 engagement survey. • Executive leaders are assessed annually on leadership results on inclusion, engagement and manager completion of Ethics and Positive Workplace training, which for 2024 were measured by an employee experience survey and course completion rates.
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We then benchmark the Company’s pay practices and budget as well as our job roles against third-party compensation surveys to determine the market value of each position. • Through annual talent reviews, we evaluate the organization’s talent strength and identify key development needs, helping to inform succession planning, guide support and resources for our people and endeavor to ensure organizational readiness for the future. 10 Table of Contents • The Company’s performance driven culture supports organizational efforts to drive success and motivate employee achievements.
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Training and Development • Our HR Transformation Learning & Development team is focused on driving innovation, connection and a culture of continuous growth. We work hand-in-hand with leaders and employees to create meaningful learning experiences that allow everyone to succeed.
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Throughout the year, performance is a regular conversation touchpoint between managers and employees.
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With tailored learning paths, we guide employees on personalized development journeys, helping them build the skills they need to thrive. • Leadership development is a key focus, giving current and future leaders the tools to inspire, innovate and lead with impact.
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We connect with emerging real estate talent in the communities we serve, support internship programs and broaden access to educational opportunities. Employee Engagement • We celebrate differences and are committed to creating an inclusive environment where diverse perspectives and collaboration drive excellence.
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We removed financial barriers to accessing affordable, life-saving medications, such as insulin, opioid overuse, asthma and severe allergic reaction medications, by eliminating out-of-pocket expenses for these medications within our medical plan.
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By building a workplace grounded in respect, trust and belonging, we enable employees to bring their full selves to work, thrive in their careers and deliver exceptional results. • Executive leaders are assessed annually on leadership results in engagement.
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Our robust wellness program encourages ongoing healthy behaviors, rewards proactive health management and ensures accessible care for ongoing health needs and emergencies, fostering a balanced and healthy workforce. • In 2024, we reimagined recognition, introducing popular digital recognition badges awarded at the peer-to-peer, manager-to-employee and officer-to-employee levels.
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For 2025, these were measured through an employee experience survey. • In 2025, we achieved our highest levels of employee engagement in more than a decade, with an outstanding 87% engagement score and 90% survey participation. Our inclusion index score of 85% demonstrates significant employee favorability for our initiatives and a greater sense of belonging.
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We rebuilt our year-end awards program for all employees and added new governance, accountability and reporting layers to ensure compliance and equitable application.
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The results are discussed and presented both on a company-wide basis and within each functional group. We believe these results reflect not only strong confidence in our culture and leadership but also the effectiveness of our recent investments in the employee experience. Learning and Development • When employees grow in skill and experience, so does Equity Residential.
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It was codified in a recognition playbook that informs and guides any employee on recognition and appreciation best practices. 11 Table of Contents • Financial benefits and resources help our employees manage their money better today, while preparing for financial milestones and retirement in the future.
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We encourage our teams to step outside their comfort zones and pursue new challenges. We actively promote from within, and many of our senior corporate and property leaders began their careers in entry level or early career roles. • We are committed to fostering a culture of continuous learning and professional growth across our workforce.
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Financial peace of mind is at the core of these offerings, whether it’s our generous 401(k) match, basic and supplemental insurance to ensure our loved ones and possessions are cared for, rent discounts at our properties or additional savings and investment options like our employee share purchase plan. • When employees move up in skill and experience, so does Equity Residential.
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Our Human Resources Transformation Learning & Development team partners with leaders and employees to design and deliver programs that build critical capabilities, support career progression and align talent with evolving business needs. • Our development framework provides employees with access to curated learning paths, role-based training and self-directed resources that support both current job performance and long-term career advancement.
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We encourage our employees to push the boundaries of their comfort zones and seek new challenges through several learning resources and courses.
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These offerings include digital learning libraries, virtual and in-person workshops and targeted skill-building programs designed to broaden functional expertise and strengthen organizational effectiveness. • Leadership development remains a central focus of our training strategy.
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We actively promote from within, and many senior corporate and property leaders have risen from entry level or junior positions. • We offer a number of benefits that foster social and community wellbeing, including paid time off to volunteer in our communities. • Equity Residential continues to partner with Employees1st to provide financial relief via a crisis fund for employees struck by personal hardships or unforeseen disasters.
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The Company hosted more than 500 leaders at Elevate Summits, delivering 16 hours of focused leadership training, and convened a two-day management meeting for 75 officers to align on business strategy and build leadership capability. • We provide current and emerging leaders with programs that reinforce core leadership competencies, strengthen decision-making and enhance the ability to manage change across the organization.
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These programs span new-leader onboarding and manager capability workshops. We also maintain a structured succession-planning process that identifies and develops high-potential talent in an effort to ensure leadership continuity and support the organization's long-term stability. • In addition, employees participate in required compliance, ethics and safety training in an effort to ensure adherence to regulatory standards and internal policies.
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Together, these efforts promote a balanced, healthy workforce and help employees stay engaged and well. • Our financial benefits and resources are designed to help employees manage their finances today, while planning confidently for future milestones and retirement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOperations from new acquisitions, development projects and renovations may fail to perform as expected. We intend to actively acquire, develop and renovate multifamily operating properties as part of our business strategy. Newly acquired, developed or renovated properties may not perform as we expect. We may overestimate the revenue (or underestimate the expenses) that these new or repositioned properties may generate.
Biggest changeWe may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. Operations from new acquisitions, development projects and renovations may fail to perform as expected. We actively acquire, develop and renovate multifamily operating properties as part of our business strategy.
If one or more of these markets is unfavorably impacted by specific geopolitical and/or economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or rent stabilization laws, other similar regulations, or localized environmental and climate issues, the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse.
If one or more of our markets is unfavorably impacted by specific geopolitical and/or economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or rent stabilization laws, other similar regulations, or localized environmental and climate issues, the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse.
Additionally, to the extent that these markets or submarkets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.
Additionally, to the extent that our markets or submarkets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.
Regulatory and Tax Risks The adoption of, or changes in, rent control or rent stabilization regulations and eviction restrictions could have an adverse effect on our operations and property values.
Regulatory and Tax Risks The adoption of, or changes in, rent control, rent stabilization, eviction and/or other regulations/restrictions could have an adverse effect on our operations and property values.
We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as expected, which could adversely affect our business, results of operations, cash flows and financial condition.​ Risks Related to our Financing Strategy and Capital Structure Disruptions in the financial markets could hinder our ability to obtain debt and equity financing and impact our acquisitions and dispositions.
We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as expected, which could adversely affect our business, results of operations, cash flows and financial condition. 16 Table of Contents Risks Related to our Financing Strategy and Capital Structure Disruptions in the financial markets could hinder our ability to obtain debt and equity financing and impact our acquisitions and dispositions.
In addition, a downgrade below investment grade would likely cause us to lose access to the commercial paper market and would require us to post cash collateral 17 Table of Contents and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.
In addition, a downgrade below investment grade would likely cause us to lose access to the commercial paper market and would require us to post cash collateral and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.
We may abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover costs already incurred in exploring those opportunities, potentially causing an impairment charge.
We have abandoned and may continue to abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover costs already incurred in exploring those opportunities, potentially causing an impairment charge.
Despite the fact that we monitor and perform a comprehensive review of businesses that we contract with that represent a cybersecurity risk to the organization, the systems of these third-party service providers may contain defects in design or other problems that could unexpectedly compromise personally 21 Table of Contents identifiable information or lead to other types of cyber breaches.
Despite the fact that we monitor and perform a comprehensive review of businesses that we contract with that represent a cybersecurity risk to the organization, the systems of these third-party service providers may contain defects in design or other problems that could unexpectedly compromise personally identifiable information or lead to other types of cyber breaches.
If we are required to recognize material asset impairment charges, these charges could adversely affect our financial condition and results of operations. Corporate responsibility, specifically related to sustainability efforts, may impose additional costs and expose us to new risks. Corporate responsibility evaluations remain highly important to some investors and other stakeholders.
If we are required to recognize material asset impairment charges, these charges could adversely affect our financial condition and results of operations. Corporate responsibility, specifically related to sustainability efforts, may expose us to new risks. Corporate responsibility evaluations remain highly important to some investors and other stakeholders.
While we believe the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction.
While we believe the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition of 19 Table of Contents property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction.
These risks have increased due to increased reliance on remote working and other electronic interactions with our current and prospective residents. Our information technology networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations.
These risks have increased due to increased reliance on cloud-based applications, remote working and other electronic interactions with our current and prospective residents. Our information technology networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations.
The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial results.
General Risk Factors The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial results.
There can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement such technology. AI presents risks, challenges and unintended consequences that could affect our adoption and use of this technology.
Our research and development of AI remains ongoing. There can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement such technology. AI presents risks, challenges and unintended consequences that could affect our adoption and use of this technology.
In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT. 19 Table of Contents We may be subject to legislative or regulatory tax changes that could negatively impact our financial condition.
In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT. We may be subject to legislative or regulatory tax changes that could negatively impact our financial condition.
General Risk Factors Risk of Pandemics or Other Health Crises. Pandemics, epidemics or other health crises or public emergencies have and could in the future disrupt our business. Both global and locally targeted health events could materially affect areas where our properties, corporate/regional offices or major service providers are located.
Pandemics, epidemics or other health crises or public emergencies have and could in the future disrupt our business. Both global and locally targeted health events could materially affect areas where our properties, corporate/regional offices or major service providers are located.
In part due to increasing pressure from advocacy groups, a growing number of state and local governments have enacted and may continue to consider enacting and/or expanding rent control, rent stabilization, eviction moratoriums or other regulations that restrict the methods and strategies by which we operate our business.
In part due to increasing pressure from advocacy groups, a growing number of state and local governments (including at times the federal government) have enacted and may continue to consider enacting and/or expanding rent control, rent stabilization, eviction moratoriums or other regulations that restrict the methods and strategies by which we operate our business.
Our approach to artificial intelligence may not be successful and could adversely affect our business. We have incorporated and may continue to incorporate the use of generative artificial intelligence ("AI") within our business, and these solutions and features may become more important to our operations or to our future growth over time. Our research and development of AI remains ongoing.
Our approach to artificial intelligence may not be successful and could adversely affect our business. We have incorporated and may continue to incorporate the use of generative and/or agentic artificial intelligence ("AI") within our business, and these solutions and features may become more important to our operations or to our future growth over time.
Entering into new markets may expose us to a variety of risks, including an inability to accurately evaluate local market conditions and local economies, to identify appropriate acquisition and/or development opportunities, to hire and retain key personnel and a lack of familiarity with local governmental regulations. Construction risks on our development projects could affect our profitability.
Investing in new markets and/or new product types may expose us to a variety of risks, including an inability to accurately evaluate local market conditions and local economies, to identify appropriate acquisition and/or development opportunities, to hire and retain key personnel and a lack of familiarity with local governmental regulations. Construction risks on our development projects could affect our profitability.
Department of Treasury regulations or other administrative guidance, will be adopted or become effective and any such law, regulation or interpretation may take effect retroactively. The Company and our shareholders could be negatively impacted by any such change in, or any new, U.S. federal income tax law, regulations or administrative guidance.
Department of Treasury regulations or other administrative guidance, will be adopted or become effective and any such law, regulation or interpretation may take effect retroactively. The Company and our shareholders could be negatively impacted by any such change in, or any new, U.S. federal income tax law, regulations or administrative guidance. REIT distribution requirements could limit our available cash.
If the debt is secured, the mortgage holder may also foreclose on the property. A significant downgrade in our credit ratings could adversely affect our performance.
If the debt is secured, the mortgage holder may also foreclose on the property. 17 Table of Contents A significant downgrade in our credit ratings could adversely affect our performance.
Joint ventures create risks including the following: • The possibility that our partners might refuse or be financially unable to make capital contributions when due or may fail to meet contractual obligations to cover development cost overruns and therefore we may be forced to make contributions to protect our investments; • These projects generally use mortgage debt (including variable rate constructions loans) to finance their activities at a higher leverage level (and at a potentially higher cost due to higher variable rates) than how we finance the Company as a whole; • We may be responsible to our partners for indemnifiable losses; • Our partners might at any time have business, tax planning or economic goals that are inconsistent with ours; • Our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests; and • The possibility that our partner is either unable to or unwilling to complete their contractual development activities.
Joint ventures create risks including the following: • The possibility that our partners might refuse or be financially unable to make capital contributions when due or may fail to meet contractual obligations to cover development cost overruns and therefore we may be forced to make contributions to protect our investments; • These projects generally use mortgage debt (including variable rate constructions loans) to finance their activities at a higher leverage level (and at a potentially higher cost due to higher variable rates) than how we finance the Company as a whole; • We may be responsible to our partners for indemnifiable losses; • Our partners might at any time have business, tax planning or economic goals that are inconsistent with ours; • Our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests; • The possibility that our partner is either unable to or unwilling to complete their contractual development or other activities; and • The risk that our partner may transfer its interest to a third party whose financial condition, reputation or business goals increase our overall risk profile or are incompatible with our investment strategy.
If our Non-Residential tenants experience financial distress or bankruptcy, they may fail to comply with their contractual obligations, seek concessions, such as rent abatements and deferrals, in order to continue operations or cease their operations, any or all of which could lead us to record a non-cash write-off of a tenant's straight-line rent receivable (like we did in 2023 due to the Rite Aid bankruptcy) and could adversely impact our results of operations and financial condition.
If our Non-Residential tenants experience financial distress or bankruptcy, as some have in the past, they may fail to comply with their contractual obligations, seek concessions, such as rent abatements and deferrals, in order to continue operations or cease their operations, any or all of which could lead us to record a non-cash write-off of a tenant's straight-line rent receivable and could adversely impact our results of operations and financial condition.
We have a share ownership limit for REIT tax purposes. To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year.
These provisions include: • To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year.
Therefore, it is possible that the total tax burden to shareholders resulting from an elective stock dividend may exceed the amount of cash received by the shareholder. Certain provisions of Maryland law could inhibit changes in control.
Therefore, it is possible that the total tax burden to shareholders resulting from an elective stock dividend may exceed the amount of cash received by the shareholder. Certain provisions of our Declaration of Trust and Bylaws and Maryland law and certain REIT tax requirements could inhibit changes in control.
Federal, state and local laws and regulations relating to the protection of the environment may require current or previous owners or operators of real estate to investigate and clean up hazardous or toxic substances at such properties.
Environmental problems are possible and can be costly. Federal, state and local laws and regulations relating to the protection of the environment may require current or previous owners or operators of real estate to investigate and clean up hazardous or toxic substances at such properties.
To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than five percent of the lesser of the number or value of any outstanding class of common or preferred shares (the “Ownership Limit”).
To facilitate maintenance of our REIT qualification, the ownership limit in our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than 5% of the lesser of the number or value of any outstanding class of common or preferred shares.
Dislocations and disruptions in capital markets could result in increased costs or lack of availability of debt financing (including under our commercial paper program) and equity financing. This includes any disruptions that may occur as a result of the potential 16 Table of Contents privatization of the currently government sponsored organizations, Fannie Mae and Freddie Mac.
Dislocations and disruptions in capital markets could result in increased costs or lack of availability of debt financing (including under our commercial paper program) and equity financing. This includes any disruptions that may occur as a result of the potential privatization of the currently government sponsored organizations, Fannie Mae and Freddie Mac, which are major lenders to the apartment industry.
Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders. This includes the Ownership Limit described above.
Certain provisions of our Declaration of Trust and Bylaws and Maryland law and certain REIT tax requirements may delay or prevent a change in control of the Company or other transactions that could provide our security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders.
In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could adversely impact the value of our properties or result in increased capital expenditures or operating expenses on our existing properties and our new development properties. Provisions of our Declaration of Trust and Bylaws could inhibit changes in control.
In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could adversely impact the value of our properties or result in increased capital expenditures or operating expenses on our existing properties and our new development properties. Significant inflation could negatively impact our business.
We have experienced and may continue to experience an increase in costs due to general disruptions that affect the cost of labor and/or materials, such as supply chain disruptions, trade disputes, tariffs, immigration issues, labor unrest, geopolitical conflicts or other factors that create inflationary pressures.
We have experienced and may continue to experience changes in local market conditions and/or an increase in financing or construction costs due to general disruptions, such as supply chain disruptions, trade disputes, tariffs, immigration issues, labor unrest, geopolitical conflicts or other factors that create inflationary pressures.
We may also underestimate the costs to complete a development property or to complete a renovation. Additionally, we have and may in the future acquire large portfolios of properties or companies that could increase our size and result in alterations to our capital structure.
Additionally, we have and may in the future acquire large portfolios of properties or companies that could increase our size and result in alterations to our capital structure.
A breach or significant and extended disruption in the function of our systems, including our primary website, could damage our reputation and cause us to lose residents and revenues, result in a violation of applicable privacy and other laws, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personally identifiable and confidential information and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues.
A breach or significant and extended disruption in the function of our systems, including our primary website, could damage our reputation and cause us to lose residents and revenues, result in a violation of applicable privacy and other laws, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personally identifiable and confidential information and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. 21 Table of Contents We may not be able to recover these expenses in whole or in any part from our service providers, our insurers or any other responsible parties.
Terrorism risk: The Company has terrorism insurance coverage which excludes losses from nuclear, biological and chemical attacks. In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.
In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.
These events have and could in the future have an adverse effect on our business, results of operations, financial condition and liquidity, which could also heighten many of the other risks described elsewhere in this Item 1A, Risk Factors . Significant inflation could negatively impact our business.
These events have and could in the future have an adverse effect on our business, results of operations, financial condition and liquidity, which could also heighten many of the other risks described elsewhere in this Item 1A, Risk Factors . 23 Table of Contents Item 1B. Unresolve d Staff Comments None.
Because real estate investments are illiquid, we may not be able to sell properties when appropriate. Real estate investments often cannot be sold quickly due to regulatory constraints, market conditions or otherwise.
Because real estate investments are illiquid, we may not be able to sell properties when appropriate. Real estate investments often cannot be sold quickly due to regulatory constraints, market conditions or otherwise. As a result, we may not be able to reconfigure our portfolio as promptly as desired or as quickly in response to changing economic or other conditions.
The occupancy and rental rates at these properties may also fail to meet our expectations for these investments. Land parcels acquired for development may lose significant value prior to the start of construction. Development and renovations are subject to even greater uncertainties and risks due to the complexities and lead time to build or complete these projects.
Land parcels acquired for development may lose significant value prior to the start of construction. Development and renovations are subject to even greater uncertainties and risks due to the complexities and lead time to build or complete these projects. We may also underestimate the costs to complete a development property or to complete a renovation.
The Company’s property, general liability and workers compensation insurance policies provide coverage with substantial per occurrence deductibles and/or self-insured retentions. These self-insurance retentions can be a material portion of insurance losses in 22 Table of Contents excess of the base deductibles.
Insurance policies can be costly and may not cover all losses, which may adversely affect our financial condition or results of operations. The Company’s property, general liability and workers compensation insurance policies provide coverage with substantial per occurrence deductibles and/or self-insured retentions. These self-insurance retentions can be a material portion of insurance losses in excess of the base deductibles.
We expect that other real estate investors will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.
We may not be successful in pursuing acquisition and development opportunities. We expect that other real estate investors will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts.
Our various technology-related initiatives to improve our operating margins and customer experience may fail to perform as expected. We have developed and may continue to develop initiatives that are intended to serve our customers better and operate more efficiently, including “smart home” technology and self-service options that are accessible to residents through smart devices or otherwise.
Our various technology-related initiatives to improve our operating margins and customer experience may fail to perform as expected. We have developed/instituted and may continue to develop/institute technology-based initiatives that are intended to serve our customers better and operate more efficiently.
Results cannot be predicted with certainty, and an unfavorable outcome in litigation could result in liability material to our financial condition or results of operations. See Item 3, Legal Proceedings , for additional discussion. Insurance policies can be costly and may not cover all losses, which may adversely affect our financial condition or results of operations.
Litigation can be lengthy and expensive, and it can divert management's attention and resources. Results cannot be predicted with certainty, and an unfavorable outcome in litigation could result in liability material to our financial condition or results of operations. See Item 3, Legal Proceedings , for additional discussion.
We may not be able to recover these expenses in whole or in any part from our service providers, our insurers or any other responsible parties. Our insurance coverage may not be sufficient to cover all losses related to cybersecurity incidents. As a result, there can be no assurance that our financial results would not be negatively impacted.
Our insurance coverage may not be sufficient to cover all losses related to cybersecurity incidents. As a result, there can be no assurance that our financial results would not be negatively impacted.
In addition, the criteria by which companies are rated for their efforts may change, which could cause us to receive different scores than in previous years.
We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, the criteria by which companies are rated for their efforts may change, which could cause us to receive different scores than in previous years.
Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as reputational harm. We depend on our key personnel. We depend on the efforts of our trustees and executive officers.
Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as reputational harm. Future regulations could impose restrictions on the use of these technologies or require us to implement costly compliance measures.
As a result, our financial results could be adversely affected and may vary significantly from period to period. The Company relies on third-party insurance providers for its property, general liability, workers compensation and other insurance, and should any of them experience liquidity issues or other financial distress, it could negatively impact their ability to pay claims under the Company’s policies.
The Company relies on third-party insurance providers for its property, general liability, workers compensation and other insurance, and should any of them experience liquidity issues or other financial distress, it could negatively impact their ability to pay claims under the Company’s policies. 22 Table of Contents Earthquake risk: Our policies insuring against earthquake losses have substantial deductibles which are applied to the values of the buildings involved in the loss.
Furthermore, we have in the past and may in the future decide to invest in new markets outside of our existing Established Markets by acquiring and/or developing properties in accordance with the Company's long-term investment strategy.
Furthermore, we have in the past and may in the future decide to invest in new markets and/or product types by acquiring and/or developing properties in accordance with the Company's long-term investment strategy. Our historical experience does not ensure that we will be able to operate successfully in new markets, should we choose to enter them.
This inability to reallocate our capital promptly could negatively affect our financial condition, including our ability to make distributions to our security holders. Competition may prevent us from acquiring properties on favorable terms. We may not be successful in pursuing acquisition and development opportunities.
In some cases, we may also determine that we will not recover the carrying amount of the property upon disposition, potentially causing an impairment charge. This inability to reallocate our capital promptly could negatively affect our financial condition, including our ability to make distributions to our security holders. Competition may prevent us from acquiring properties on favorable terms.
Further, laws and regulations at the federal, state and local level requiring climate-related disclosures, including the rules proposed by the SEC and the legislation recently enacted in the State of California, may increase compliance and data collection costs if and/or when such laws and regulations become effective. 18 Table of Contents Environmental problems are possible and can be costly.
Existing requirements could change and compliance with future requirements may require significant unanticipated expenditures that could adversely affect our financial condition or results of operations. 18 Table of Contents Further, laws and regulations at the federal, state and local level requiring climate-related disclosures, including legislation enacted in the State of California, may increase compliance and data collection costs if and/or when such laws and regulations become effective.
While the Company has previously purchased incremental insurance coverage in the event of multiple non-catastrophic occurrences within the same policy year, these substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses and this additional coverage may not be available at all or on commercially reasonable terms in the future.
While the Company has at times purchased incremental insurance coverage in the event of multiple non-catastrophic occurrences within the same policy year, there can be no assurance that this additional coverage will be available at all or on commercially reasonable terms or that the Company will decide to purchase it in the future.
The Non-Residential space (includes retail and public parking garage operations) at our properties primarily serves as an additional amenity for our residents and neighbors. The longer-term nature of our Non-Residential leases (generally five to ten years with market based renewal options) and the characteristics of many of our Non-Residential tenants (generally small, local businesses) may subject us to certain risks.
The longer-term nature of our Non-Residential leases (generally five to ten years with market based renewal options) and the characteristics of many of our Non-Residential tenants (generally small, local businesses) may subject us to certain risks. We may not be able to lease new space for rents that are consistent with our projections or for market rates.
Certain of these ground leases have payments subject to annual escalations and/or periodic fair market value adjustments which could adversely affect our financial condition or results of operations. 15 Table of Contents We face certain risks related to our Non-Residential operating activities.
In addition, as we get closer to the lease termination dates, the values of the properties could decrease if we are unable to agree upon an extension of the lease with the lessor. 15 Table of Contents Certain of these ground leases have payments subject to annual escalations and/or periodic fair market value adjustments which could adversely affect our financial condition or results of operations.
Earthquake risk: Our policies insuring against earthquake losses have substantial deductibles which are applied to the values of the buildings involved in the loss. With the geographic concentration of our properties, a single earthquake affecting a market may have a significant negative effect on our financial condition and results of operations, as well as insurers' ability to pay claims.
With the geographic concentration of our properties, a single earthquake affecting a market may have a significant negative effect on our financial condition and results of operations, as well as insurers' ability to pay claims. We cannot assure that an earthquake would not cause damage or losses greater than insured levels.
These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, antitrust, employment, environmental, development, condominium conversion, tort, eviction and commercial legal issues. Litigation can be lengthy and expensive, and it can divert management's attention and resources.
We are involved and may continue to be involved in legal proceedings, claims, class actions, inquiries and governmental investigations in the ordinary course of business. These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, antitrust, employment, environmental, development, condominium conversion, privacy, tort, eviction and commercial legal issues.
To the extent the REIT does not distribute all of its net capital gain, or distributes at least 90%, but less than 100% of its REIT taxable income, it will be required to pay regular U.S. federal income tax on the undistributed amount at corporate rates.
To the extent we distribute at least 90%, but less than 100%, of our REIT taxable income, we will be subject to tax at regular corporate tax rates on the retained portion.
We cannot assure that an earthquake would not cause damage or losses greater than insured levels. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property or market, as well as anticipated future revenue.
In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property or market, as well as anticipated future revenue. Terrorism risk: The Company has terrorism insurance coverage which excludes losses from nuclear, biological and chemical attacks.
If one or more of them resign or otherwise cease to be employed by us, our business and results of operations and financial condition could be adversely affected. Litigation risk could affect our business. We are involved and may continue to be involved in legal proceedings, claims, class actions, inquiries and governmental investigations in the ordinary course of business.
We depend on our key personnel. We depend on the efforts of our trustees and executive officers. If one or more of them resign or otherwise cease to be employed by us, our business and results of operations and financial condition could be adversely affected. Risk of Pandemics or Other Health Crises.
These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to operate the properties. In addition, as we get closer to the lease termination dates, the values of the properties could decrease if we are unable to agree upon an extension of the lease with the lessor.
These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to operate the properties.
The capitalization rates/disposition yields at which properties may be sold could also be higher than historic rates, thereby reducing our potential proceeds from sale. In some cases, we may also determine that we will not recover the carrying amount of the property upon disposition, potentially causing an impairment charge.
We may also be unable to consummate dispositions in a timely manner, on attractive terms, or at all. The capitalization rates/disposition yields at which properties may be sold could also be higher than historic rates, thereby reducing our potential proceeds from sale.
Noncompliance could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance. Existing requirements could change and compliance with future requirements may require significant unanticipated expenditures that could adversely affect our financial condition or results of operations.
Noncompliance could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance.
In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of corporate responsibility factors. We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies.
In recent years, certain initiatives relating to corporate responsibility matters, such as workplace inclusion and diversity, have attracted negative commentary and attention, which could expose the Company to additional risks. In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of corporate responsibility factors.
Distribution requirements may limit our flexibility to manage our portfolio. In order to maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains.
As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth. We generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income taxes.
Removed
The geographic concentration of our properties could have an adverse effect on our operations. While the Company continues to diversify its portfolio with the addition of the Expansion Markets, the Company’s properties are still predominantly concentrated in our Established Markets (generally within certain dense urban and suburban submarkets).
Added
The geographic concentration of our properties could have an adverse effect on our operations. The Company's properties are primarily concentrated in the major coastal markets of Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, diversified by a targeted presence in Denver, Atlanta, Dallas/Ft. Worth and Austin.
Removed
As a result, we may not be able to reconfigure our portfolio, including the diversification of our portfolio into the Expansion Markets, as promptly as desired or as quickly in response to changing economic or other conditions. We may also be unable to consummate dispositions in a timely manner, on attractive terms, or at all.
Added
Newly acquired, developed or renovated properties may not perform as we expect. We may overestimate the revenue (or underestimate the expenses) that these new or repositioned properties may generate. The occupancy and rental rates at these properties may also fail to meet our expectations for these investments.
Removed
Our historical experience in our Established Markets does not ensure that we will be able to operate successfully in new markets, should we choose to enter them.
Added
We face certain risks related to our Non-Residential operating activities. The Non-Residential space (includes retail and public parking garage operations) at our properties primarily serves as an additional amenity for our residents and neighbors.
Removed
We may not be able to lease new space for rents that are consistent with our projections or for market rates.
Added
We intend to make distributions to our shareholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash and/or nondeductible expenditures could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.
Removed
In addition, the federal government has recently considered imposing rent regulations on multifamily properties secured by government-sponsored debt.
Added
However, to reduce the ability of the Board of Trustees to use the ownership limit as an anti-takeover device, the Board of Trustees is required to grant a waiver of the ownership limit if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company’s status as a REIT. • Our Bylaws require certain information to be provided by any security holder, or persons acting in concert with such security holder, who proposes business or a nominee at an annual meeting of shareholders, including disclosure of information related to hedging activities and investment strategies with respect to our securities. 20 Table of Contents • While our existing preferred shares/preference units do not have all of the above provisions, our Declaration of Trust authorizes our Board of Trustees to issue preferred shares and set the terms of such securities, which could have the effect of delaying or preventing a change in control of the Company even if a change in control were in the interest of our security holders. • Certain provisions of Maryland law prohibit certain “business combinations” between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our securities or an affiliate thereof or an affiliate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting securities at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose special shareholder voting requirements on these business combinations, unless certain fair price requirements are satisfied.
Removed
In addition, we will be subject to a 4% nondeductible excise tax on amounts, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our net capital gains and 100% of our undistributed income from prior years.
Added
The rapid evolution and increased adoption of artificial intelligence technologies, by us and our third-party service providers, may also heighten our cybersecurity risks by making cyber attacks more difficult to detect, contain and mitigate.
Removed
We may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received. We may incur a reduction in tax depreciation without a reduction in capital expenditures.
Added
Finally, public perception of new technologies (including AI), such as concerns about data privacy and algorithmic bias, could affect customer acceptance of technology-driven services, which could harm our reputation and business. Litigation risk could affect our business.
Removed
Difficulties in meeting the 90% distribution requirement might arise due to competing demands for our funds or due to timing differences between tax reporting and cash distributions, because deductions may be disallowed, income may be reported before cash is received, expenses may have to be paid before a deduction is allowed or because the IRS may make a determination that adjusts reported income.
Added
These substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses.
Removed
In addition, gain from the sale of property may exceed the amount of cash received on a leverage-neutral basis.
Added
As a result, our financial results could be adversely affected and may vary significantly from period to period.
Removed
If we do not dispose of our properties through tax deferred transactions, we may be required to distribute the gain proceeds to shareholders or pay income tax. If we fail to satisfy the 90% distribution requirement and are unable to cure the deficiency, we would cease to be taxed as a REIT, resulting in substantial tax-related liabilities.
Removed
Absent an exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder’s rights to distributions and to vote would terminate.

… 9 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee Item 1A, Risk Factors , for a discussion of cybersecurity risks. 24 Table of Contents Governance Our Information Technology Security Team, under the oversight of our Senior Vice President and Chief Technology Officer and the leadership of our VP of IT Infrastructure and Security, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
Biggest changeSee Item 1A, Risk Factors , for a discussion of cybersecurity risks. 24 Table of Contents Governance Our Information Technology Security Team, under the oversight of our Senior Vice President and Chief Technology Officer and the leadership of our VP, Chief Information Security Officer (CISO) & Enterprise Operations, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
Specifically, our Senior Vice President and Chief Technology Officer and our VP of IT Infrastructure and Security combined have over 30 years of technology and cybersecurity experience. T he team provides regular reports to senior management and affected departments on various cybersecurity threats, assessments and findings.
Specifically, our Senior Vice President and Chief Technology Officer and our VP, CISO & Enterprise Operations, combined have over 30 years of technology and cybersecurity experience. T he team provides regular reports to senior management and affected departments on various cybersecurity threats, assessments and findings.

Item 2. Properties

Properties — owned and leased real estate

12 edited+2 added−1 removed3 unchanged
Biggest changeThe properties in various stages of development and lease-up at December 31, 2024 are included in the following table: Development and Lease-Up Projects as of December 31, 2024 (Amounts in thousands except for project and apartment unit amounts) Estimated/Actual Projects Location Ownership Percentage No. of Apartment Units Total Budgeted Capital Cost Total Book Value to Date Total Debt (1) Percentage Completed Start Date Initial Occupancy Completion Date Stabilization Date Percentage Leased / Occupied CONSOLIDATED: Projects Under Development: Lorien (fka Laguna Clara II) Santa Clara, CA 100% 225 $ 152,621 $ 140,939 $ — 97% Q2 2022 Q1 2025 Q1 2025 Q4 2025 2% / – The Basin Wakefield, MA 95% 440 232,172 120,767 — 43% Q1 2024 Q4 2025 Q3 2026 Q2 2027 – / – Projects Under Development - Consolidated 665 384,793 261,706 — UNCONSOLIDATED: Projects Under Development: Alexan Harrison Harrison, NY 62% 450 200,664 198,595 108,413 99% Q3 2021 Q1 2024 Q1 2025 Q2 2026 67% / 62% Solana Beeler Park Denver, CO 90% 270 85,206 82,803 48,063 98% Q4 2021 Q3 2024 Q2 2025 Q4 2025 19% / 15% Modera Bridle Trails Kirkland, WA 95% 369 185,282 66,603 — 19% Q3 2024 Q2 2027 Q3 2027 Q4 2028 – / – Modera South Shore Marshfield, MA 95% 270 121,918 38,486 — 17% Q3 2024 Q1 2026 Q4 2026 Q2 2027 – / – Projects Under Development - Unconsolidated 1,359 593,070 386,487 156,476 Projects Completed Not Stabilized: Alloy Sunnyside Denver, CO 80% 209 70,004 69,277 35,815 100% Q3 2021 Q2 2024 Q2 2024 Q3 2025 40% / 31% Remy (Toll) Frisco, TX 75% 357 98,937 96,869 49,855 97% Q1 2022 Q2 2024 Q4 2024 Q3 2025 68% / 64% Sadie (fka Settler) (Toll) Fort Worth, TX 75% 362 82,775 77,311 37,374 98% Q2 2022 Q2 2024 Q4 2024 Q3 2025 60% / 55% Lyle (Toll) (2) Dallas, TX 75% 334 86,332 82,949 46,676 98% Q3 2022 Q1 2024 Q4 2024 Q1 2026 60% / 55% Projects Completed Not Stabilized - Unconsolidated 1,262 338,048 326,406 169,720 Total Development Projects - Consolidated 665 384,793 261,706 — Total Development Projects - Unconsolidated 2,621 931,118 712,893 326,196 Total Development Projects 3,286 $ 1,315,911 $ 974,599 $ 326,196 (1) All unconsolidated projects are being partially funded with project-specific construction loans.
Biggest changeThe properties in various stages of development and lease-up at December 31, 2025 are included in the following table: Development and Lease-Up Projects as of December 31, 2025 (Amounts in thousands except for project and apartment unit amounts) Estimated/Actual Projects Location Ownership Percentage No. of Apartment Units Total Budgeted Capital Cost Total Book Value to Date Total Debt (1) Percentage Completed Start Date Initial Occupancy Completion Date Stabilization Date Percentage Leased / Occupied CONSOLIDATED: Projects Under Development: The Basin Wakefield, MA 95% 440 $ 232,172 $ 204,846 $ — 93% Q1 2024 Q3 2025 Q3 2026 Q2 2027 25% / 21% Projects Under Development - Consolidated 440 232,172 204,846 — Projects Completed Not Stabilized: Lorien (fka Laguna Clara II) Santa Clara, CA 100% 225 152,621 149,229 — 100% Q2 2022 Q1 2025 Q1 2025 Q1 2026 95% / 94% Projects Completed Not Stabilized - Consolidated 225 152,621 149,229 — Projects Completed and Stabilized During the Quarter: Jade Beeler Park (fka Solana Beeler Park) Denver, CO 100% 270 85,206 85,132 — 100% Q4 2021 Q3 2024 Q1 2025 Q4 2025 97% / 96% Lyle (2) Dallas, TX 100% 334 84,032 83,983 — 100% Q3 2022 Q1 2024 Q4 2024 Q4 2025 95% / 95% Projects Completed and Stabilized During the Quarter - Consolidated 604 169,238 169,115 — UNCONSOLIDATED: Projects Under Development: Modera Bridle Trails Kirkland, WA 95% 369 185,282 134,857 30,484 72% Q3 2024 Q3 2026 Q3 2026 Q1 2028 – / – Modera South Shore Marshfield, MA 95% 270 121,918 97,628 36,379 83% Q3 2024 Q3 2025 Q4 2026 Q2 2027 23% / 13% Projects Under Development - Unconsolidated 639 307,200 232,485 66,863 Projects Completed and Stabilized During the Quarter: Alloy Sunnyside Denver, CO 80% 209 70,004 69,045 34,773 100% Q3 2021 Q2 2024 Q2 2024 Q4 2025 95% / 91% Projects Completed and Stabilized During the Quarter - Unconsolidated 209 70,004 69,045 34,773 Total Development Projects - Consolidated 1,269 554,031 523,190 — Total Development Projects - Unconsolidated 848 377,204 301,530 101,636 Total Development Projects 2,117 $ 931,235 $ 824,720 $ 101,636 (1) All unconsolidated projects are being partially funded with third-party, project-specific construction loans, none of which are recourse to the Company.
Lorien Ivy (fka Laguna Clara) located in Santa Clara, CA containing 222 apartment units was removed from the same store portfolio in the second quarter of 2022 due to a major renovation and redevelopment project, including the demolition of 42 apartment units. As of December 31, 2024, the property had a Physical Occupancy of 95.9%.
Lorien Ivy (fka Laguna Clara) located in Santa Clara, CA containing 222 apartment units was removed from the same store portfolio in the second quarter of 2022 due to a major renovation and redevelopment project, including the demolition of 42 apartment units. As of December 31, 2025, the property had a Physical Occupancy of 99.1%.
As of December 31, 2024, the property had a Physical Occupancy of 75.9%. This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented.
As of December 31, 2025, the property had a Physical Occupancy of 77.3%. This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented. c.
Item 2. P roperties As of December 31, 2024, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 311 properties located in 10 states and the District of Columbia consisting of 84,249 apartment units.
Item 2. P roperties As of December 31, 2025, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 312 properties located in 10 states and the District of Columbia consisting of 85,190 apartment units.
Properties are included in same store when they are stabilized for all of the current and comparable periods presented. (1) Includes one former third-party master-leased property which was stabilized and subsequently sold. 26 Table of Contents (2) Consists of two properties which were removed from the same store portfolio as discussed further below: a.
Properties are included in same store when they are stabilized for all of the current and comparable periods presented. (1) Consists of three properties which were removed from the same store portfolio as discussed further below: 26 Table of Contents a.
None of these loans are recourse to the Company. (2) The land parcel under this project is subject to a long-term ground lease.
(2) The land parcel under this project is subject to a long-term ground lease.
The following tables provide a rollforward of the apartment units included in Same Store Properties (please refer to the Definitions section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ) and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, 2024: December 31, 2024 Properties Apartment Units Same Store Properties at December 31, 2023 288 76,297 2021 acquisitions (not stabilized until 2022) 1 421 2022 acquisitions 1 172 2024 dispositions (1) (13 ) (2,598 ) Lease-up properties stabilized (1) 4 986 Other — 21 Same Store Properties at December 31, 2024 281 75,299 December 31, 2024 Properties Apartment Units Same Store 281 75,299 Non-Same Store: 2024 acquisitions 18 5,373 2023 acquisitions 4 1,183 Properties removed from same store (2) 2 819 Lease-up properties not yet stabilized (3) 5 1,574 Other 1 1 Total Non-Same Store 30 8,950 Total Properties and Apartment Units 311 84,249 Note: Properties are considered “stabilized” when they have achieved 90% Physical Occupancy for three consecutive months.
The following tables provide a rollforward of the apartment units included in Same Store Properties (please refer to the Definitions section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ) and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, 2025: December 31, 2025 Properties Apartment Units Same Store Properties at December 31, 2024 281 75,299 2023 acquisitions 3 839 2025 dispositions (11 ) (2,468 ) Properties removed from same store (1) (1 ) (230 ) Other — 25 Same Store Properties at December 31, 2025 272 73,465 December 31, 2025 Properties Apartment Units Same Store 272 73,465 Non-Same Store: 2025 acquisitions 9 2,439 2024 acquisitions 18 5,373 2023 acquisitions not yet stabilized 1 344 Properties removed from same store (1) 3 1,049 Lease-up properties not yet stabilized (2) 8 2,519 Other 1 1 Total Non-Same Store 40 11,725 Total Properties and Apartment Units 312 85,190 Note: Properties are considered “stabilized” when they have achieved 90% Physical Occupancy for three consecutive months.
The Company’s properties are summarized by building type in the following table: Type Properties Apartment Units Average Apartment Units Garden 95 26,087 275 Mid/High-Rise 216 58,162 269 311 84,249 271 Garden is generally defined as properties with two and/or three story buildings while mid/high-rise is generally defined as properties with greater than three story buildings.
The Company’s properties are summarized by building type in the following table: Type Properties Apartment Units Average Apartment Units Garden 99 27,046 273 Mid/High-Rise 213 58,144 273 312 85,190 273 Garden is generally defined as properties with two and/or three story buildings while mid/high-rise is generally defined as properties with greater than three story buildings.
This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented, which has not yet occurred. b.
This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented. (2) Consists of properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented.
Worth 12 3,855 2.3 % 1,965 Austin 3 742 0.3 % 1,754 Subtotal – Expansion Markets 44 13,361 9.7 % 2,105 Total 311 84,249 100.0 % $ 3,056 Note: Projects under development are not included in the Portfolio Summary until construction has been completed.
Worth 13 4,230 2.4 % 1,937 Austin 3 742 0.3 % 1,686 Subtotal – Expansion Markets 54 16,070 10.7 % 2,002 Total 312 85,190 100.0 % $ 3,092 Note: Projects under development are not included in the Portfolio Summary until construction has been completed.
The Company’s properties are summarized by ownership type in the following table: Properties Apartment Units Wholly Owned Properties 295 80,331 Partially Owned Properties – Consolidated 12 2,656 Partially Owned Properties – Unconsolidated 4 1,262 311 84,249 25 Table of Contents The following table sets forth certain information by market relating to the Company’s properties at December 31, 2024: Portfolio Summary Markets/Metro Areas Properties Apartment Units % of Stabilized Budgeted NOI Average Rental Rate Established Markets: Los Angeles 58 14,733 16.7 % $ 2,942 Orange County 12 3,718 4.7 % 2,949 San Diego 11 2,649 3.7 % 3,189 Subtotal – Southern California 81 21,100 25.1 % 2,974 Washington, D.C. 43 13,846 15.1 % 2,788 San Francisco 40 11,315 14.8 % 3,351 New York 34 8,536 14.1 % 4,690 Boston 27 7,237 11.3 % 3,643 Seattle 42 8,854 9.9 % 2,636 Subtotal – Established Markets 267 70,888 90.3 % 3,232 Expansion Markets: Denver 15 4,408 4.0 % 2,369 Atlanta 14 4,356 3.1 % 2,020 Dallas/Ft.
The Company’s properties are summarized by ownership type in the following table: Properties Apartment Units Wholly Owned Properties 297 81,518 Partially Owned Properties – Consolidated 12 2,656 Partially Owned Properties – Unconsolidated 3 1,016 312 85,190 25 Table of Contents The following table sets forth certain information by market relating to the Company’s properties at December 31, 2025: Portfolio Summary Markets/Metro Areas Properties Apartment Units % of Stabilized Budgeted NOI Average Rental Rate Established Markets: Los Angeles 56 14,431 16.0 % $ 2,977 Orange County 12 3,718 4.9 % 3,011 San Diego 10 2,217 3.1 % 3,329 Subtotal – Southern California 78 20,366 24.0 % 3,022 San Francisco 41 11,558 16.4 % 3,546 Washington, D.C. 42 13,553 14.7 % 2,854 New York 34 8,685 14.4 % 4,832 Boston 25 6,907 10.7 % 3,716 Seattle 38 8,051 9.1 % 2,726 Subtotal – Established Markets 258 69,120 89.3 % 3,342 Expansion Markets: Atlanta 22 6,420 4.4 % 1,938 Denver 16 4,678 3.6 % 2,195 Dallas/Ft.
(3) Consists of properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented. For the year ended December 31, 2024, the Company’s same store Physical Occupancy was 96.2% and its total portfolio-wide Physical Occupancy, which includes completed development properties in various stages of lease-up, was 96.0%.
For the year ended December 31, 2025, the Company’s same store Physical Occupancy was 96.4% and its total portfolio-wide Physical Occupancy, which includes completed development properties in various stages of lease-up, was 95.6%. Certain of the Company’s properties are encumbered by mortgages and additional detail can be found on Schedule III – Real Estate and Accumulated Depreciation.
Removed
Certain of the Company’s properties are encumbered by mortgages and additional detail can be found on Schedule III – Real Estate and Accumulated Depreciation.
Added
This property will return to the same store portfolio in 2026 as it was stabilized for all of 2025. b.
Added
Juniper Sandy Springs located in Sandy Springs, GA containing 230 apartment units was removed from the same store portfolio in the first quarter of 2025 due to a large scale roofing repair project, which required a significant number of units to be vacated. As of December 31, 2025, the property had a Physical Occupancy of 69.6%.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−10 removed0 unchanged
Biggest changeAs of December 31, 2024 and December 31, 2023, the Company does not believe there is any litigation pending or threatened against it that, either individually or in the aggregate and inclusive of the matters accrued for as noted above, may reasonably be expected to have a material adverse effect on the Company and its financial condition. 27 Table of Contents The Company has been named as a defendant in a number of cases filed in late 2022 and 2023 alleging antitrust violations by RealPage, Inc., a seller of revenue management software products, and various owners and/or operators of multifamily housing, including us, that have utilized these products.
Biggest changeItem 3. Lega l Proceedings As of December 31, 2025, the Company does not believe there is any litigation pending or threatened against it that, either individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company and its financial condition.
Removed
Item 3. Lega l Proceedings The Company is involved in various pending and threatened legal proceedings which arise in the ordinary course of business. The Company evaluates these litigation matters on an ongoing basis, but in no event less than quarterly, in assessing the adequacy of its accruals and disclosures.
Added
See Note 15 in the Notes to Consolidated Financial Statements for further discussion. 27 Table of Contents Item 4. Mine Sa fety Disclosures Not applicable. 28 Table of Contents PART II
Removed
For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, the Company records new accruals and/or adjusts existing accruals that represent its best estimate of the loss incurred based on the facts and circumstances known at that time.
Removed
As of December 31, 2024 and December 31, 2023, the Company’s litigation accruals approximated $42.4 million and $17.1 million, respectively, and are included in other liabilities in the consolidated balance sheets. Actual losses may differ materially from the amounts noted above and the ultimate outcome of these legal proceedings is generally not yet determinable.
Removed
The complaints allege collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seek monetary damages, injunctive relief, fees and costs. All of the cases except for one have been consolidated into a single putative class action in the United States District Court for the Middle District of Tennessee.
Removed
On December 28, 2023, motions to dismiss this consolidated action, filed by RealPage, Inc. as well as us and our multifamily co-defendants, were denied by the Court and the case is proceeding.
Removed
Another case with similar allegations has been filed by the District of Columbia against RealPage, Inc. and a number of multifamily owners and/or operators, including us, and no assurance can be given that similar additional cases will not be filed in the future. We believe these various lawsuits are without merit and we intend to vigorously defend against them.
Removed
As these proceedings are in the early stages, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.
Removed
The Company is named as a defendant in a class action in the United States District Court for the Northern District of California filed in 2016 which alleges that the amount of late fees charged by the Company were improperly determined under California law. The plaintiffs are seeking monetary damages and other relief.
Removed
On April 8, 2024, the Court issued certain findings of facts and conclusions of law that are adverse to the Company’s legal position. At this time, the Company is continuing to defend the action.
Removed
While the resolution of this matter cannot be predicted with certainty, the Company does not believe that the eventual outcome will have a material adverse effect on the Company and its financial condition. Item 4. Mine Sa fety Disclosures Not applicable. 28 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+6 added−0 removed3 unchanged
Biggest changeAt February 6, 2025, the number of record holders of Common Shares was approximately 1,630 and 379,705,225 Common Shares were outstanding. At February 6, 2025, the number of record holders of Units in the Operating Partnership was approximately 450 and 391,519,896 Units were outstanding.
Biggest changeAt February 6, 2026, the number of record holders of Common Shares in the Company was approximately 1,530 and 377,547,108 Common Shares were outstanding. At February 6, 2026, the number of record holders of Units in the Operating Partnership was approximately 430 and 386,851,863 Units were outstanding.
Unregistered Common Shares Issued in the Quarter Ended December 31, 2024 (Equity Residential) During the quarter ended December 31, 2024, EQR issued 19,181 Common Shares in exchange for 19,181 OP Units held by various limited partners of ERPOP.
Unregistered Common Shares Issued in the Quarter Ended December 31, 2025 (Equity Residential) During the quarter ended December 31, 2025, EQR issued 304,188 Common Shares in exchange for 304,188 OP Units held by various limited partners of ERPOP.
In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions. Item 6. Reserved 29 Table of Contents
In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.
Added
Common Shares Repurchased in the Quarter Ended December 31, 2025 The Company repurchased and retired the following Common Shares during the quarter ended December 31, 2025: Period Total Number of Common Shares Purchased (1) Weighted Average Price Paid Per Share (1), (2) Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Common Shares that May Yet Be Purchased Under the Plans or Programs (1), (3) October 1, 2025 - October 31, 2025 75,000 $ 64.33 75,000 11,458,182 November 1, 2025 - November 30, 2025 1,199,767 $ 59.67 1,199,767 10,258,415 December 1, 2025 - December 31, 2025 1,785,155 $ 61.61 1,785,155 11,614,845 Total 3,059,922 $ 60.91 3,059,922 (1) The Common Shares repurchased during the quarter ended December 31, 2025 represent Common Shares repurchased under the Company’s publicly announced share repurchase program approved by its Board of Trustees.
Added
The Company's share repurchase program was publicly announced on July 30, 2013 and the increase to its 13.0 million shares capacity was publicly announced on August 4, 2016. The program does not have an expiration date and may be suspended or discontinued at any time and does not obligate the Company to make any repurchases of its Common Shares.
Added
Following the Company's share repurchase activity in 2024, its Board of Trustees reauthorized and replenished the share repurchase program in March 2025, giving the Company the authority to repurchase up to 13.0 million Common Shares.
Added
Following additional repurchases during 2025, 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. (2) Weighted average price paid per share excludes costs associated with the repurchases.
Added
(3) The number of shares available for purchase under the Company’s publicly announced share repurchase program authorized by the Board of Trustees. The Company may repurchase Common Shares under its share repurchase program in open market or privately negotiated transactions.
Added
The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions and other investment opportunities. Item 6. Reserved 29 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

56 edited+19 added−19 removed43 unchanged
Biggest changeThe 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, 2024 2023 $ Change % Change Net income $ 1,070,975 $ 868,488 $ 202,487 23.3 % Adjustments: Property management 132,739 119,804 12,935 10.8 % General and administrative 61,653 60,716 937 1.5 % Depreciation 952,191 888,709 63,482 7.1 % Net (gain) loss on sales of real estate properties (546,797 ) (282,539 ) (264,258 ) 93.5 % Interest and other income (30,329 ) (22,345 ) (7,984 ) 35.7 % Other expenses 74,051 29,419 44,632 151.7 % Interest: Expense incurred, net 285,735 269,556 16,179 6.0 % Amortization of deferred financing costs 7,834 8,941 (1,107 ) (12.4 )% Income and other tax expense (benefit) 1,256 1,148 108 9.4 % (Income) loss from investments in unconsolidated entities 8,974 5,378 3,596 66.9 % Total NOI $ 2,018,282 $ 1,947,275 $ 71,007 3.6 % Rental income: Same store $ 2,823,418 $ 2,740,193 $ 83,225 3.0 % Non-same store/other 156,690 133,771 22,919 17.1 % Total rental income 2,980,108 2,873,964 106,144 3.7 % Operating expenses: Same store 894,477 869,635 24,842 2.9 % Non-same store/other 67,349 57,054 10,295 18.0 % Total operating expenses 961,826 926,689 35,137 3.8 % NOI: Same store 1,928,941 1,870,558 58,383 3.1 % Non-same store/other 89,341 76,717 12,624 16.5 % Total NOI $ 2,018,282 $ 1,947,275 $ 71,007 3.6 % See Note 16 in the Notes to Consolidated Financial Statements for our disclosure of reportable segments. • The increase in same store rental income is primarily driven by good demand and modest supply across most of our markets. 33 Table of Contents • The increase in same store operating expenses is due primarily to: • Real estate taxes – An $11.2 million increase due to escalation in rates and assessed values including an approximately one percentage point contribution to growth from 421-a tax abatement burnoffs in New York City.
Biggest changeThe 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. 32 Table of Contents 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.
Unless otherwise noted, includes both Residential and Non-Residential operations for these properties. • % of Stabilized Budgeted NOI – Represents original budgeted 2025 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.
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.
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 in the Notes to Consolidated Financial Statements).
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).
For floating rate debt, the current rate in effect for the most recent payment through December 31, 2024 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, 2024.
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.
Depreciation expense increased during the year ended December 31, 2024 as compared to 2023, primarily as a result of additional depreciation expense on properties acquired in 2023 and 2024 and development properties placed in service during 2023 and 2024, partially offset by lower depreciation from properties sold in 2023 and 2024.
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.
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, 2024. The Company has identified the significant accounting policies below as critical accounting policies.
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.
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. 37 Table of Contents 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 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.
Net gain on sales of real estate properties increased during the year ended December 31, 2024 as compared to 2023, primarily as a result of a significantly higher dollar sales volume and the mix of properties sold in 2024 vs. 2023.
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.
As of February 6, 2025, 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 40 Table of Contents See Note 17 in the Notes to Consolidated Financial Statements for discussion of the events, if any, which occurred subsequent to December 31, 2024.
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.
All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees. Total dividends/distributions paid in January 2025 amounted to $263.5 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended December 31, 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.
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, 2024. Capital Structure The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2024 is presented in the following table.
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. 39 Table of Contents Capital Structure The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2025 is presented in the following table.
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%).
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, 37 Table of Contents and the Company pays an annual facility fee (currently 0.125%).
Cash provided by operating activities for the year ended December 31, 2024 as compared to 2023 increased by approximately $40.8 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.
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.
The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans.
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.
Interest expected to be incurred on the Company’s secured and unsecured debt based on obligations outstanding at December 31, 2024, inclusive of capitalized interest, approximates $225.4 million annually for the next five years, with total remaining obligations of approximately $2.3 billion.
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.
Worth (3) markets, consisting of 1,262 apartment units totaling approximately $338.0 million of development costs; • The Company spent approximately $103.8 million during 2024, primarily for unconsolidated development projects; and • The Company previously entered into two separate unconsolidated joint ventures for the purpose of developing vacant land parcels in the Boston and Seattle markets.
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.
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 $30.0 billion in investment in real estate on the Company’s balance sheet at December 31, 2024, $26.8 billion or 89.4% was unencumbered.
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.
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. • Building Improvements – Includes roof replacement, paving, building mechanical equipment systems, exterior siding and painting, major landscaping, furniture, fixtures and equipment for amenities and common areas, vehicles and office and maintenance equipment. • 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 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 following table presents the availability on the Company’s unsecured revolving credit facility as of February 6, 2025 (amounts in thousands): February 6, 2025 Unsecured revolving credit facility commitment $ 2,500,000 Commercial paper balance outstanding (425,000 ) Unsecured revolving credit facility balance outstanding — Other restricted amounts (3,438 ) Unsecured revolving credit facility availability $ 2,071,562 Dividend Policy The Company declared a dividend/distribution for each quarter in 2024 of $0.675 per share/unit, an annualized increase of 2.0% over the amount paid in 2023.
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.
General and administrative expenses, which include corporate operating expenses, increased during the year ended December 31, 2024 as compared to 2023, primarily due to increases in legal and professional fees and other public company costs, partially offset by decreases in 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.
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. 43 Table of Contents 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, 2024: Funds From Operations and Normalized Funds From Operations (Amounts in thousands) Year Ended December 31, 2024 2023 2022 Net income $ 1,070,975 $ 868,488 $ 806,995 Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties (6,212 ) (6,340 ) (3,774 ) Preferred/preference distributions (1,613 ) (3,090 ) (3,090 ) Premium on redemption of Preferred Shares/Preference Units (1,444 ) — — Net income available to Common Shares and Units / Units 1,061,706 859,058 800,131 Adjustments: Depreciation 952,191 888,709 882,168 Depreciation – Non-real estate additions (3,791 ) (4,268 ) (4,306 ) Depreciation – Partially Owned Properties (2,132 ) (2,130 ) (2,640 ) Depreciation – Unconsolidated Properties 7,191 2,860 2,898 Net (gain) loss on sales of unconsolidated entities - operating assets (515 ) — (9 ) Net (gain) loss on sales of real estate properties (546,797 ) (282,539 ) (304,325 ) 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) 1,469,710 1,464,026 1,373,917 Adjustments: Write-off of pursuit costs 5,155 3,647 4,780 Debt extinguishment and preferred share/preference unit redemption (gains) losses 1,444 1,143 4,664 Non-operating asset (gains) losses (16,311 ) (13,323 ) 2,368 Other miscellaneous items 61,608 21,588 (13,901 ) Normalized FFO available to Common Shares and Units / Units (2) (3) (4) $ 1,521,606 $ 1,477,081 $ 1,371,828 FFO (1) (3) $ 1,472,767 $ 1,467,116 $ 1,377,007 Preferred/preference distributions (1,613 ) (3,090 ) (3,090 ) Premium on redemption of Preferred Shares/Preference Units (1,444 ) — — FFO available to Common Shares and Units / Units (1) (3) (4) $ 1,469,710 $ 1,464,026 $ 1,373,917 Normalized FFO (2) (3) $ 1,523,219 $ 1,480,171 $ 1,374,918 Preferred/preference distributions (1,613 ) (3,090 ) (3,090 ) Normalized FFO available to Common Shares and Units / Units (2) (3) (4) $ 1,521,606 $ 1,477,081 $ 1,371,828 (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 accounting principles generally accepted in the United States (“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.
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. 43 Table of Contents 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.
During the year ended December 31, 2024, the Company repurchased and subsequently retired approximately $38.5 million (652,452 shares at a weighted average price per share of $58.95) 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.
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 increase in NOI is primarily a result of the Company's net acquisition activity during 2024. • The increase in consolidated total NOI is primarily a result of the Company’s higher NOI from same store properties, largely due to improvement in same store revenues as noted above and the Company's continued focus on same store expense efficiency.
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 33 Table of Contents on same store expense efficiency.
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, 2024 and 2023 (amounts in thousands): December 31, 2024 December 31, 2023 Cash and cash equivalents $ 62,302 $ 50,743 Restricted deposits $ 97,864 $ 89,252 Unsecured revolving credit facility availability $ 1,952,067 $ 2,086,585 Credit Facility and Commercial Paper Program The Company has a $2.5 billion unsecured revolving credit facility maturing on October 26, 2027.
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.
See further discussion below. 35 Table of Contents Statements of Cash Flows The following table sets forth our sources and uses of cash flows for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands): December 31, 2024 2023 2022 Cash flows provided by (used for): Operating activities $ 1,573,607 $ 1,532,798 $ 1,454,756 Investing activities $ (1,176,484 ) $ (409,504 ) $ 107,792 Financing activities $ (376,952 ) $ (1,120,471 ) $ (1,785,612 ) The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the year ended December 31, 2024.
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.
Worth and Austin. • Leasing Concessions – Reflects upfront discounts on both new move-in and renewal leases on a straight-line basis. • 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 2023 and 2024, plus any properties in lease-up and not stabilized as of January 1, 2023.
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.
(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. 44 Table of Contents (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.
(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.
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.
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. 41 Table of Contents 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.
Worth (5) and Denver (5) markets; and • In 2024, the Company acquired its joint venture partner's 8.0% interest in a 312-unit apartment property located in the Washington, D.C. market for $3.1 million in cash. The property is now wholly owned. The Company also repaid $67.9 million of the joint venture construction mortgage debt during 2023.
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.
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, 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.
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. • Renovation Expenditures – Apartment unit renovation costs (primarily kitchens and baths) designed to reposition these units for higher rental levels in their respective markets. • Replacements – Includes appliances, mechanical equipment, fixtures and flooring (including hardwood and carpeting). • Residential – Consists of multifamily apartment revenues and expenses. 41 Table of Contents • Same Store Properties – For annual comparisons, primarily includes all properties acquired or completed that are stabilized prior to January 1, 2023, less properties subsequently sold.
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.
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. 32 Table of Contents Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, 2024 as compared to the same period in 2023: Year Ended December 31 Diluted earnings per share/unit for full year 2023 $ 2.20 Property NOI 0.18 Interest expense (0.04 ) Corporate overhead (1) (0.04 ) Net gain/loss on property sales 0.68 Depreciation expense (0.17 ) Other (0.09 ) Diluted earnings per share/unit for full year 2024 $ 2.72 (1) Corporate overhead includes property management and general and administrative expenses.
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.
Business Objectives and Operating and Investing Strategies See Item 1, Business , for discussion regarding the Company’s business objectives and operating and investing strategies. 30 Table of Contents Results of Operations 2023 and 2024 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, 2023 and 2024: Portfolio Rollforward ($ in thousands) Properties Apartment Units Purchase Price Acquisition Cap Rate 12/31/2022 308 79,597 Acquisitions: Consolidated Rental Properties 2 577 $ 189,734 5.1 % Consolidated Rental Properties – Not Stabilized 2 606 $ 176,600 5.9 % Sales Price Disposition Yield Dispositions: Consolidated Rental Properties (11 ) (912 ) $ (379,893 ) (5.5 )% Completed Developments – Consolidated 1 312 Configuration Changes — 11 12/31/2023 302 80,191 Purchase Price Acquisition Cap Rate 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 Acquisitions • The consolidated properties acquired in 2023 are located in the Atlanta (3) and Denver markets; • In 2023, the Company acquired its joint venture partner's 10.0% interest in a 200-unit apartment property located in the San Francisco market for $4.6 million, of which the Company paid $3.7 million in cash and ERPOP issued $0.9 million of 3.00% Series Q Preference Units.
Business Objectives and Operating and Investing Strategies See Item 1, Business , for discussion regarding the Company’s business objectives and operating and investing strategies. 30 Table of Contents Results of Operations 2024 and 2025 Transactions In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the years ended December 31, 2024 and 2025: Portfolio Rollforward ($ 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.
Dispositions • The consolidated properties disposed of in 2023 were located in the Los Angeles (8), Seattle (2) and San Francisco markets; and 31 Table of Contents • 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.
(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, 31 Table of Contents Seattle (4) and Washington, D.C. markets; and • The consolidated land parcel disposed of in 2025 was located in the New York market.
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.
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. 40 Table of Contents 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.
ERP Operating Limited Partnership Capital Structure as of December 31, 2024 (Amounts in thousands except for unit and per unit amounts) Secured Debt $ 1,630,690 20.1 % Unsecured Debt 6,491,055 79.9 % Total Debt 8,121,745 100.0 % 22.4 % Total Outstanding Units 391,019,156 Common Share Price at December 31, 2024 $ 71.76 28,059,535 99.9 % Perpetual Preference Units 17,155 0.1 % Total Equity 28,076,690 100.0 % 77.6 % Total Market Capitalization $ 36,198,435 100.0 % 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 2022 and expires in May 2025.
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.
Interest expense, including amortization of deferred financing costs, increased during the year ended December 31, 2024 as compared to 2023, primarily due to higher overall debt balances outstanding and higher overall rates, partially offset by higher capitalized interest.
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.
Other expenses increased during the year ended December 31, 2024 as compared to 2023, primarily due to increases in litigation accruals and advocacy contributions, partially offset by decreases in data transformation project costs that occurred during 2023 but not during 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.
Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating and other terms and conditions per the agreement. See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of the Company’s credit facility.
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.
Interest and other income increased during the year ended December 31, 2024 as compared to 2023, primarily due to a net increase in realized/unrealized gains on various investment securities, short-term investment income on restricted deposit accounts due to a higher rate environment and higher overall invested balances as well as insurance/litigation settlement proceeds received during 2024 that did not occur in 2023.
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.
Same Store Results Properties that the Company owned and were stabilized for all of both 2024 and 2023, which represented 75,299 apartment units, drove the Company’s results of operations. Properties are considered “stabilized” when they have achieved 90% Physical Occupancy for three consecutive months.
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.
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. 42 Table of Contents 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.
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.
The following table provides results and statistics related to our Residential same store operations for the years ended December 31, 2024 and 2023: 2024 vs. 2023 Same Store Residential Results/Statistics by Market Increase (Decrease) from Prior Year Markets/Metro Areas Apartment Units 2024 % of Actual NOI 2024 Average Rental Rate 2024 Weighted Average Physical Occupancy % 2024 Turnover Average Rental Rate Physical Occupancy Turnover Los Angeles 14,136 17.7 % $ 2,933 95.6 % 43.3 % 2.5 % 0.3 % (1.2 %) Orange County 3,718 5.3 % 2,925 95.9 % 38.2 % 3.7 % (0.4 %) 0.6 % San Diego 2,649 4.1 % 3,167 95.9 % 40.6 % 3.5 % 0.5 % (1.3 %) Subtotal – Southern California 20,503 27.1 % 2,962 95.7 % 42.0 % 2.9 % 0.2 % (0.9 %) San Francisco 11,093 16.1 % 3,326 96.1 % 44.2 % 1.1 % 0.5 % (0.1 %) Washington, D.C. 13,534 15.9 % 2,743 96.8 % 40.7 % 4.6 % 0.0 % 0.0 % New York 8,536 14.6 % 4,640 97.3 % 33.6 % 3.0 % 0.5 % (3.6 %) Boston 7,077 11.3 % 3,615 96.0 % 41.5 % 3.6 % 0.0 % (2.6 %) Seattle 8,853 10.2 % 2,607 96.2 % 45.2 % 1.2 % 1.0 % (3.1 %) Denver 2,505 2.6 % 2,410 96.2 % 54.9 % 0.2 % (0.1 %) (3.2 %) Other Expansion Markets 3,198 2.2 % 1,946 95.1 % 56.9 % (2.2 %) 0.3 % (1.0 %) Total 75,299 100.0 % $ 3,127 96.2 % 42.5 % 2.6 % 0.3 % (1.5 %) Note: The above table reflects Residential same store results only.
Properties are considered “stabilized” when they have achieved 90% Physical Occupancy for three consecutive months. 34 Table of Contents 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.
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, 2024 as compared to 2023 is primarily attributable to increases in payroll-related costs, information technology expenses and legal and professional fees.
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 Company’s total debt summary schedule as of December 31, 2024 is as follows: Debt Summary as of December 31, 2024 ($ in thousands) Debt Balances % of Total Secured $ 1,630,690 20.1 % Unsecured 6,491,055 79.9 % Total $ 8,121,745 100.0 % Fixed Rate Debt: Secured – Conventional $ 1,401,099 17.3 % Unsecured – Public 5,947,376 73.2 % Fixed Rate Debt 7,348,475 90.5 % Floating Rate Debt: Secured – Tax Exempt 229,591 2.8 % Unsecured – Revolving Credit Facility — — Unsecured – Commercial Paper Program 543,679 6.7 % Floating Rate Debt 773,270 9.5 % Total $ 8,121,745 100.0 % 38 Table of Contents The following table summarizes the Company’s debt maturity schedule as of December 31, 2024: Debt Maturity Schedule as of December 31, 2024 ($ in thousands) Year Fixed Rate Floating Rate Total % of Total 2025 $ 450,000 $ 552,595 (1) $ 1,002,595 12.2 % 2026 592,025 9,000 601,025 7.3 % 2027 400,000 9,800 409,800 5.0 % 2028 900,000 10,700 910,700 11.1 % 2029 888,120 11,500 899,620 11.0 % 2030 1,148,462 12,700 1,161,162 14.2 % 2031 528,500 39,800 568,300 6.9 % 2032 — 28,100 28,100 0.4 % 2033 550,000 2,300 552,300 6.7 % 2034 600,000 2,400 602,400 7.4 % 2035+ 1,350,850 106,200 1,457,050 17.8 % Subtotal 7,407,957 785,095 8,193,052 100.0 % Deferred Financing Costs and Unamortized (Discount) (59,482 ) (11,825 ) (71,307 ) N/A Total $ 7,348,475 $ 773,270 $ 8,121,745 100.0 % (1) Includes $544.5 million in principal outstanding on the Company’s commercial paper program.
EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. 38 Table of Contents The Company’s total debt summary schedule as of December 31, 2025 is as follows: Debt Summary as of December 31, 2025 ($ 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.
For the year ended December 31, 2024, key drivers were: • Issued Common Shares related to share option exercises and ESPP purchases and received net proceeds of $26.5 million; • 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; • Repurchased and retired 652,452 Common Shares, at a weighted average purchase price of $58.95 per share, for an aggregate purchased amount of approximately $38.5 million.
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.
Loss from investments in unconsolidated entities increased during the year ended December 31, 2024 as compared to 2023, primarily as a result of losses incurred on our unconsolidated development properties which recently started lease-up activities, partially offset by increases in net income of unconsolidated operating properties and a gain on sale of an unconsolidated operating property. 34 Table of Contents For comparison of the year ended December 31, 2023 to the year ended December 31, 2022, 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, 2023.
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.
Equity Residential Capital Structure as of December 31, 2024 (Amounts in thousands except for share/unit and per share amounts) Secured Debt $ 1,630,690 20.1 % Unsecured Debt 6,491,055 79.9 % Total Debt 8,121,745 100.0 % 22.4 % Common Shares (includes Restricted Shares) 379,475,383 97.0 % Units (includes OP Units and Restricted Units) 11,543,773 3.0 % Total Shares and Units 391,019,156 100.0 % Common Share Price at December 31, 2024 $ 71.76 28,059,535 99.9 % Perpetual Preferred Equity 17,155 0.1 % Total Equity 28,076,690 100.0 % 77.6 % Total Market Capitalization $ 36,198,435 100.0 % 39 Table of Contents The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2024 is presented in the following table.
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.
For the year ended December 31, 2024, key drivers were: • Acquired eighteen consolidated rental properties for approximately $1.6 billion; • Disposed of thirteen consolidated rental properties, receiving net proceeds of approximately $960.4 million; • Invested $129.8 million primarily in consolidated development projects; • Invested $109.7 million primarily in unconsolidated development joint venture entities as well as unconsolidated investments in real estate technology funds/companies for various technology initiatives; and • Invested $301.4 million in capital expenditures to real estate presented in the table below.
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.
Liquidity and Capital Resources With approximately $2.0 billion in readily available liquidity, a strong balance sheet, limited near-term 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.
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. 35 Table of Contents 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.
Long-term, we expect elevated single family home ownership costs, positive household formation trends, manageable competitive new supply in our Established Markets and moderating competitive new supply in our Expansion Markets. With an overall deficit in housing across the country, we believe our business is well positioned for the future.
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.
The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the year ended December 31, 2024 was 3.91% as compared to 3.82% in 2023. The Company capitalized interest of approximately $14.5 million and $12.3 million during the years ended December 31, 2024 and 2023, respectively.
The Company capitalized interest of approximately $12.4 million and $14.5 million during the years ended December 31, 2025 and 2024, respectively.
Residential operations account for more than 96.0% of total revenues for the year ended December 31, 2024. During the year ended December 31, 2024, the Company's operating business performed well, with healthy demand across most of our markets supported by a continuing solid job market, high employment levels and high wage growth among our target renter demographic.
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.
For the year ended December 31, 2024, our actual capital expenditures to real estate included the following (amounts in thousands except for apartment unit and per apartment unit amounts): Capital Expenditures to Real Estate For the Year Ended December 31, 2024 Same Store Properties Non-Same Store Properties/Other Total Consolidated Properties Same Store Avg.
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.
During 2024, the joint ventures acquired their respective land parcels for the total purchase price listed above. The Company commenced construction on these two apartment properties, which are expected to contain 639 total apartment units.
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.
The Company’s total investment in these two joint ventures was approximately $4.9 million as of December 31, 2023; • The Company spent approximately $42.8 million during 2023, primarily for unconsolidated development projects; • The Company completed construction on four unconsolidated apartment properties during 2024, located in the Denver and Dallas/Ft.
The properties are now wholly owned. • Unconsolidated: • Completed construction on four unconsolidated apartment properties during 2024, located in the Denver and Dallas/Ft.
Removed
The property is now wholly owned. The Company also repaid $64.7 million of mortgage debt at par prior to maturity in conjunction with the buyout; • The consolidated properties acquired in 2024 are located in the Atlanta (7), Boston, Dallas/Ft.
Added
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.
Removed
Developments • Consolidated: • The Company stabilized one consolidated apartment property during 2023, located in the San Francisco market, consisting of 200 apartment units totaling approximately $116.4 million of development costs; • The Company completed construction on one consolidated apartment property during 2023, located in the Washington, D.C. market, consisting of 312 apartment units totaling approximately $108.0 million of development costs; • The Company spent approximately $78.2 million during 2023, primarily for consolidated development projects; • The Company commenced construction on one partially owned consolidated apartment property during 2024, located in the Boston market, consisting of 440 apartment units totaling approximately $232.2 million of expected development costs; • The Company stabilized one partially owned consolidated apartment property during 2024, located in the Washington, D.C. market, consisting of 312 apartment units totaling approximately $106.0 million of development costs; and • The Company spent approximately $129.8 million during 2024, primarily for consolidated development projects. • Unconsolidated: • The Company entered into two separate unconsolidated joint ventures during 2023 for the purpose of developing vacant land parcels in the Boston and Seattle markets.
Added
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.
Removed
Total expected development cost for these projects is $307.2 million, and the Company's total investment in these two joint ventures is approximately $90.9 million as of December 31, 2024.
Added
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.
Removed
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.
Added
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.
Removed
Once the burnoffs are completed, previously rent-restricted apartment units will transition to market; • Other on-site operating expenses – A $3.4 million increase primarily driven by higher property-related legal expenses; • Insurance – A $3.3 million increase due to higher premiums on property insurance renewal due to conditions in the insurance market that while less difficult than recent years, remain challenging; • Utilities – A $3.4 million increase primarily driven by higher water, sewer and trash expense, partially offset by lower commodity prices for gas and electric; and • Repairs and maintenance – A $2.3 million increase primarily driven by higher minimum wage on contracted services, partially offset by lower resident Turnover compared to the same period of 2023. • Non-same store/other NOI results consist primarily of properties acquired in calendar years 2023 and 2024, operations from the Company’s development properties, other corporate operations and operations prior to disposition from 2023 and 2024 sold properties.
Added
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.
Removed
Competitive new supply was modest in our Established Markets, but has been elevated in our Expansion Markets. As expected, our East Coast markets were our best performers. On the West Coast, Seattle showed improvement, while San Francisco improved but at a more modest pace.
Added
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.
Removed
Our Southern California markets (namely the city of Los Angeles) showed good demand but greater price sensitivity during the second half of 2024, though pricing started improving later in the year. We continued to make progress in delinquent resident move-out activity, which reduced delinquencies in our portfolio. However, that progress was slower during 2024 than originally anticipated.
Added
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.
Removed
Activity in the transaction market was intermittent in 2024. However, we were able to source attractive opportunities to acquire properties in our Expansion Markets. We are excited to grow our portfolio and create operating scale in these markets as we execute on our strategy to optimize our portfolio allocation. Overall, the fundamentals of our business are healthy.
Added
Residential operations account for more than 96.0% of total revenues for the year ended December 31, 2025.
Removed
We also see our resident base as being resilient to economic uncertainty, including elevated inflation, due to higher levels of disposable income and lower relative rent-to-income ratios.
Added
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.
Removed
Per Apartment Unit Total Consolidated Apartment Units 75,299 7,688 82,987 Building Improvements $ 122,515 $ 12,781 (2) $ 135,296 $ 1,627 Renovation Expenditures 100,456 (1) 10,837 (2) 111,293 1,334 Replacements 51,026 3,819 54,845 678 Total Capital Expenditures to Real Estate $ 273,997 $ 27,437 $ 301,434 $ 3,639 (1) Renovation Expenditures – Amounts for 3,353 same store apartment units approximated $30,000 per apartment unit renovated.
Added
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.
Removed
(2) Includes expenditures for two properties that have been removed from same store while undergoing major renovations requiring a significant number of apartment units to be vacated to accommodate the extensive planned improvements.
Added
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.
Removed
The renovation at one property was substantially completed in the second quarter of 2024, while the renovation of the other is ongoing and expected to continue into 2026. 36 Table of Contents Financing Activities Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders/unitholders and other Common Share activity.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf interest rates had been 100 basis points higher in 2024 and 2023 and average balances coincided with year end balances, our annual interest expense would have been $7.7 million and $6.4 million higher, respectively.
Biggest changeAs of December 31, 2025 and 2024, the Company had total variable rate debt of $0.8 billion, representing 9.5% of total debt for both periods. If interest rates had been 100 basis points higher in 2025 and 2024 and average balances coincided with year end balances, our annual interest expense would have been $7.7 million higher for both periods.
If interest rates had been 100 basis points lower as of December 31, 2023, the estimated fair market value would have increased by approximately $411.2 million. These amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments.
If interest rates had been 100 basis points lower as of December 31, 2024, the estimated fair market value would have increased by approximately $400.3 million. These amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments.
Changes in interest rates also affect the estimated fair market value of our fixed rate debt, computed using a discounted cash flow model. As of December 31, 2024, the Company had total outstanding fixed rate debt of $7.3 billion, or 90.5% of total debt, with an estimated fair market value of $6.8 billion.
Changes in interest rates also affect the estimated fair market value of our fixed rate debt, computed using a discounted cash flow model. As of December 31, 2025, the Company had total outstanding fixed rate debt of $7.4 billion, or 90.5% of total debt, with an estimated fair market value of $7.1 billion.
If interest rates had been 100 basis points lower as of December 31, 2024, the estimated fair market value would have increased by approximately $400.3 million. As of December 31, 2023, the Company had total outstanding fixed rate debt of $6.7 billion, or 91.3% of total debt, with an estimated fair market value of $6.2 billion.
If interest rates had been 100 basis points lower as of December 31, 2025, the estimated fair market value would have increased by approximately $394.7 million. As of December 31, 2024, the Company had total outstanding fixed rate debt of $7.3 billion, or 90.5% of total debt, with an estimated fair market value of $6.8 billion.
Removed
The Company had total variable rate debt of $0.8 billion, representing 9.5% of total debt, and $0.6 billion, representing 8.7% of total debt, as of December 31, 2024 and 2023, respectively.

Other EQR 10-K year-over-year comparisons