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EQUITY RESIDENTIAL·4

Feb 11, 4:31 PM ET

Manelis Michael L 4

4 · EQUITY RESIDENTIAL · Filed Feb 11, 2026

Research Summary

AI-generated summary of this filing

Updated

Equity Residential (EQR) COO Michael L. Manelis Sells Shares

What Happened Michael L. Manelis, Executive Vice President & COO of Equity Residential (EQR), sold 5,765 common shares in an open-market transaction on Feb 10, 2026 at $65.13 per share for proceeds of $375,474. On Feb 9, 2026 he also received equity awards: 12,010 restricted shares (grant), plus 43,542 and 6,416 restricted units/derivative interests (reported as awards at $0.00). The sales were reported as taking place to satisfy tax-withholding obligations related to vesting (footnote F3).

Key Details

  • Transactions:
    • Feb 9, 2026 — Award/Grant: 12,010 restricted shares (reported $0.00 acquisition).
    • Feb 9, 2026 — Award/Grant: 43,542 restricted units/derivative interests (reported $0.00).
    • Feb 9, 2026 — Award/Grant: 6,416 restricted units/derivative interests (reported $0.00).
    • Feb 10, 2026 — Sale (open market): 5,765 shares @ $65.13 = $375,474 (disposed).
  • Vesting/conversion notes: restricted shares and restricted units are scheduled to vest on Feb 9, 2029 (F1, F8). The reported restricted units (RUs) convert to OP Units and are exchangeable one-for-one for common shares (or cash at the company’s option) when certain tax-related targets are met (F6, F7).
  • Tax withholding: the Feb 10 sale is reported as a disposition to pay tax liabilities incurred on the vesting of restricted shares (F3).
  • Other holdings: some shares are held in trust for the reporting person under the company’s supplemental executive retirement plan (SERP) (F4). The filing notes that direct totals include restricted shares scheduled to vest (F2).
  • Filing: Report filed Feb 11, 2026 for transactions on Feb 9–10, 2026 — appears to be timely (Form 4 is typically due within two business days).

Context

  • This filing combines routine grant of long-term compensation (restricted shares/units with multi-year vesting) and a small open-market sale to cover taxes. Awards with multi-year vesting (through 2029) should be viewed as deferred compensation rather than an immediate liquidity event. The sale itself was modest relative to the award amounts and was disclosed as tax-related rather than an investment view.

Insider Transaction Report

Form 4
Period: 2026-02-09
EQUITY RESIDENTIALEQR
Manelis Michael L
Executive Vice President & COO
Transactions
  • Award

    Common Shares Of Beneficial Interest

    [F1][F2]
    2026-02-09+12,010→ 51,896 total
  • Sale

    Common Shares Of Beneficial Interest

    [F3][F2]
    2026-02-10$65.13/sh−5,765$375,474→ 46,131 total
  • Award

    Non-qualified Stock Option (Right to Buy)

    [F5]
    2026-02-09+43,542→ 43,542 total
    Exercise: $64.67Exp: 2036-02-09→ Common Shares Of Beneficial Interest (43,542 underlying)
  • Award

    Restricted Units

    [F6][F7][F8]
    2026-02-09+6,416→ 6,416 total
    Exp: 2036-02-09→ Common Shares Of Beneficial Interest (6,416 underlying)
Holdings

  • Common Shares Of Beneficial Interest

    [F4]
    (indirect: SERP Account)
    1,326
Footnotes (8)
  • [F1]Represents restricted shares scheduled to vest on February 9, 2029.
  • [F2]Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
  • [F3]Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.
  • [F4]Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person.
  • [F5]Represents share options scheduled to vest in three equal installments on February 9, 2027, February 9, 2028 and February 9, 2029.
  • [F6]On February 9, 2026, the reporting person received a grant of Series 2026B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation.
  • [F7]RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
  • [F8]The Restricted Units are scheduled to vest on February 9, 2029.
Signature
/s/ Samantha Thompson, Attorney-in-fact|2026-02-11

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT