EQUITY RESIDENTIAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

EQUITY RESIDENTIAL

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Notice of 2024 Annual Meeting of Shareholders

April 16, 2024

Dear Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 20, 2024 at 8:00 a.m., Central Time, at which time shareholders of record at the close of business on March 28, 2024 will be asked to:

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Elect eleven trustees, each to serve until our 2025 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified;

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Ratify our selection of Ernst & Young LLP as our independent registered public accounting firm for 2024;

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Approve our executive compensation on a non-binding, advisory basis; and

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Consider any other business properly brought before the meeting and any postponement or adjournment thereof.

The Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast. You can access the Annual Meeting at www.virtualshareholdermeeting.com/EQR2024 beginning at 7:45 a.m. Central Time using the 16-digit control number which appears on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials. Authenticated shareholders will be able to vote and submit questions online during the meeting via the Annual Meeting website.

Your vote is very important. Whether or not you attend the meeting, we urge you to vote as soon as possible. Instructions on how to vote are contained in the Proxy Statement.

Our Board of Trustees values your opinion as a shareholder and appreciates your continued support of Equity Residential.

Sincerely,

Mark J. Parrell

President and Chief Executive Officer

Scott J. Fenster

Executive Vice President, General Counsel and Corporate Secretary