Material Event Form 8 K

Item 8.01 Other Events.

On September 9, 2024, Equity Residential's operating partnership, ERP Operating Limited Partnership, an Illinois limited partnership (the "Company"), agreed to issue $600,000,000 aggregate principal amount of 4.650% Notes due September 15, 2034 (the "Notes") in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of September 9, 2024, among the Company and each of Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of September 9, 2004, by and between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, as further supplemented by the Fourth Supplemental Indenture, dated as of December 12, 2011, by and between the Company and the Trustee, and as further supplemented by the Fifth Supplemental Indenture, dated as of February 1, 2016, by and between the Company and the Trustee.