EQUITY RESIDENTIAL

(1)

Share Awards and Option Awards.

(a)

Annual Incentive Plan and LTI Awards. The dollar amount shown is the grant date fair value of the Share Awards and Option Awards granted under the Company’s Annual Incentive Plan during the listed years for services performed in the prior year and the target grant date fair value of the LTI Awards granted under the LTI Plan during the listed years and which are settled at the end of the applicable three-year performance period. As further described in the CD&A, the actual amounts paid out at the end of the respective three-year performance periods may range from 0% to 200% of the target number of LTI Awards. The settlement of the awards under the 2021 LTI Plan is described on pages 63-64 in the CD&A. The grant date fair value of the 2023 LTI Awards, if earned at the 200% maximum level, for each of the NEOs is: $10,349,982 for Mr. Parrell; $2,219,930 for Mr. Garechana; $2,639,980 for Mr. Manelis; $2,219,978 for Mr. Brackenridge; and $1,102,478 for Mr. Fenster. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option Awards each year are included in footnote 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2023, 2022 and 2021.

(b)

Performance Bonuses Paid in the form of Share Awards or Option Awards. The NEOs are offered the opportunity to receive some or all of their Performance Bonus in fully vested restricted units or fully vested options as an alternative to cash. 75% of the 2021 Performance Bonus for Mr. Parrell was paid in the form of fully vested restricted units and are included in the Share Awards column. All fully vested restricted units and fully vested options paid as all or a portion of a Performance Bonus are shown in the year in which the services were performed, even though paid in February of the following year. Assumptions used in the calculation of grant

date fair value for the primary grant of Share Awards and Option Awards each year are included in footnote 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2023, 2022 and 2021.

(2)

Non-Equity Incentive Plan Compensation. Represents cash performance bonuses by the Company for the year in which the services were performed, even though paid in January or February of the following year. Accordingly, the amounts listed for 2023, 2022 and 2021 consist of Performance Bonuses paid in January or February 2024, 2023 and 2022, respectively. Any Performance Bonuses paid in the form of fully vested restricted units or fully vested options as an alternative to cash are included in the amounts shown in the Share Awards and Option Awards columns.

(3)

All Other Compensation. Represents other benefits provided to the NEOs, including Company matching and contributions (if any) to the Company’s 401(k) plan and the cost of executive physicals.

(4)

Represents other benefits provided to Mr. Parrell, consisting of: (a) Company matching and contributions (if any) to the Company’s 401(k) plan; (b) the cost of an executive physical; and (c) the cost of a board match program in the amount of $225,500, which was designed to match Mr. Parrell with suitable board opportunities. The Company believes the attainment of an additional board position by Mr. Parrell further expands his skillset to the benefit of the Company and its shareholders.