[SCHEDULE 13G/A] EQUITY RESIDENTIAL Amended Passive Investment Disclosure

Rhea-AI Filing Summary

EQUITY RESIDENTIAL received an Amendment No. 3 to Schedule 13G/A from T. Rowe Price Associates, Inc. reporting beneficial ownership of 18,228,049 shares, representing 4.8% of the class as disclosed in the filing. The filing lists sole voting power of 18,141,253 shares and sole dispositive power of 18,228,049 shares. The filing is signed by a T. Rowe Price Vice President on 05/15/2026 and references 03/31/2026 in the header.

Insights

Institutional Ownership Analyst

Large passive holding disclosed: T. Rowe Price holds 4.8% of EQR.

T. Rowe Price Associates, Inc. reports beneficial ownership of 18,228,049 shares (4.8%) as of 03/31/2026. The filing specifies sole voting power of 18,141,253 and sole dispositive power of 18,228,049, indicating direct control over voting and disposition according to the reported classifications.

Further activity or intent is not stated; subsequent filings would show changes in stake. Cash‑flow treatment and whether holdings are held in discretionary funds are not detailed in the excerpt.

Corporate Governance Specialist

Disclosure clarifies voting and disposition authority for a top institutional holder.

The amendment affirms the holder's claimed powers and includes a statement denying beneficial ownership language common to institutional filings. The signer is identified as a Vice President, dated 05/15/2026, which formalizes the amendment.

Governance implications depend on future changes; this filing alone documents position size and voting/dispositive counts without proposing board actions or shareholder initiatives.

Key Figures

Beneficially owned: 18,228,049 shares Percent of class: 4.8% Sole voting power: 18,141,253 shares +2 more

5 metrics

Beneficially owned 18,228,049 shares Item 4; amount beneficially owned

Percent of class 4.8% Item 4; percent of class

Sole voting power 18,141,253 shares Item 4; sole power to vote

Sole dispositive power 18,228,049 shares Item 4; sole power to dispose

Signature date 05/15/2026 Signature block date

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power

3 terms

Schedule 13G/A regulatory

"Amendment No. 3 to Schedule 13G/A appears at top of the excerpt"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned regulatory

"Item 4 lists 'Amount beneficially owned: 18228049' in the filing"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"Item 4 shows 'Sole power to dispose or to direct the disposition of: 18228049'"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 10:07 AM Learn about SEC filing dates

FAQ

What stake does T. Rowe Price report in EQR?

T. Rowe Price reports beneficial ownership of 18,228,049 shares, equal to 4.8% of the class. This figure appears in Item 4 as the amount beneficially owned.

How much voting power does T. Rowe Price hold in EQR?

The filing lists sole voting power of 18,141,253 shares. The document separates sole voting power from dispositive power in Item 4.

When was the Schedule 13G/A amendment signed?

The amendment is signed by Ellen York, Vice President, with the signature date of 05/15/2026. The header also references 03/31/2026.

Does the filing state T. Rowe Price is the beneficial owner?

The filing includes a declarative sentence where T. Rowe Price expressly denies that the filing should be construed as an admission of beneficial ownership. The statement appears near the signature block.

Is this a majority or active-control stake in EQR?

No; the reported position is 4.8% of the class, which is below majority control thresholds. The filing shows sole voting and dispositive counts but not any controlling interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

EQUITY RESIDENTIAL

(Name of Issuer)

REIT

(Title of Class of Securities)

29476L107

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 29476L107

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 18,141,253.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 18,228,049.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,228,049.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: EQUITY RESIDENTIAL
(b)	Address of issuer's principal executive offices: TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, IL, 60606
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: REIT
(e)	CUSIP No.: 29476L107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 18228049
(b)	Percent of class: 4.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 18141253
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 18228049
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	05/15/2026