UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 12, 2026

EQUITY RESIDENTIAL

(Exact name of Registrant as Specified in Its Charter)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On August 12, 2026, Equity Residential (“the Company”) held a special meeting of shareholders (the “Special Meeting”) in connection with the proposed merger of equals (the “Merger”) of the Company and AvalonBay Communities, Inc. (“AvalonBay”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 20, 2026, by and among the Company, AvalonBay, ERP Operating Limited Partnership and Canopy Merger Sub LLC. At the Special Meeting, the Company’s shareholders considered certain matters related to the Merger, each of which is described more fully in the joint proxy statement/prospectus of the Company and AvalonBay, dated as of July 13, 2026, as supplemented by the Company in its Current Report on Form 8-K filed with the SEC on July 31, 2026.

At the close of business on July 9, 2026, the record date for the Special Meeting, there were (i) 374,937,101 common shares of beneficial interest of the Company, par value $0.01 (“Company common shares”) outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 337,552,586 Company common shares were present, virtually or by proxy, which, voting together as a single class, represented approximately 90% of the Company common shares outstanding and entitled to vote at the Special Meeting, constituting a quorum to conduct business.

The vote results on the matters presented at the Special Meeting are set forth below.

On August 12, 2026, the Company and AvalonBay issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of AvalonBay’s stockholders also held on August 12, 2026. A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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