Equity Residential and AvalonBay announce all-stock merger-of-equals; exchange ratio 2.793

ERP OPERATING LTD PARTNERSHIP

Each AvalonBay share will convert to 2.793 Equity Residential shares; combined company to adopt new name.
Post-closing board: 14 trustees (7 from each company); Stephen Sterrett Chairman, Benjamin Schall CEO.
Termination fees: ~$1.005B from EQR, ~$1.070B from AVB, subject to REIT limitations.
ERP Operating Partnership obtains $2.0B bridge loan commitment from Morgan Stanley and Wells Fargo.
Quarterly dividend capped at $0.7025/share for EQR and $1.78/share for AVB during interim period.

item 1.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Benjamin W. Schall

Chief Executive Officer

ERP OPERATING LTD PARTNERSHIP

Filed: May 21, 2026, 7:11 AM ET

On May 20, 2026, the Equity Residential Board approved and Equity Residential entered into an offer letter with Benjamin W. Schall, confirming his appointment as the Chief Executive Officer of Equity Residential effective as of the closing (the “CEO Offer Letter”).

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Benjamin W. Schall was appointed as Chief Executive Officer at ERP OPERATING LTD PARTNERSHIP.

Action: appointed
Role: Chief Executive Officer

Exact text from the filing

On May 20, 2026, the Equity Residential Board approved and Equity Residential entered into an offer letter with Benjamin W. Schall, confirming his appointment as the Chief Executive Officer of Equity Residential effective as of the closing (the “CEO Offer Letter”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ERP OPERATING LTD PARTNERSHIP: Added Article XVI designating exclusive forum for certain legal actions in Maryland courts (effective 2026-05-20).

Change: bylaw amendment
Effective: 2026-05-20

Exact text from the filing

On May 20, 2026, the Equity Residential Board unanimously approved an amendment to Equity Residential’s Ninth Amended and Restated Bylaws (the “Bylaws Amendment”) to add a new Article XVI designating the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, another state or federal court sitting in Maryland, as the exclusive forum for certain legal actions related to Equity Residential.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ERP OPERATING LTD PARTNERSHIP entered into Agreement and Plan of Merger with AvalonBay Communities, Inc. (effective 2026-05-20).

Action: entry
Agreement: merger
Counterparty: AvalonBay Communities, Inc.
Effective: 2026-05-20

Exact text from the filing

On May 20, 2026, Equity Residential, a Maryland real estate investment trust (“Equity Residential”), and ERP Operating Limited Partnership, an Illinois limited partnership (the “ERP Operating Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), Equity Residential, the ERP Operating Partnership and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”).

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89 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-26-233381

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