{"filing":{"accession_number":"0001193125-26-233381","cik":"0000931182","ticker":null,"company_name":"ERP OPERATING LTD PARTNERSHIP","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"d228019d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/931182/000119312526233381/d228019d8k.htm"},"events":[{"id":9374,"run_id":8221,"accession_number":"0001193125-26-233381","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Equity Residential entered into an Agreement and Plan of Merger with AvalonBay Communities, Inc., structured as an all-stock merger-of-equals transaction with an exchange ratio of 2.793 Equity Residential Common Shares per AvalonBay share. Both boards unanimously approved the transaction, which constitutes a material acquisition and change of control requiring shareholder approval, supported by a $2 billion bridge financing commitment.","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":986,"accession_number":"0001193125-26-233381","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses entry into an Agreement and Plan of Merger between Equity Residential and AvalonBay Communities, Inc., structured as an all-stock merger-of-equals transaction with an exchange ratio of 2.793 Equity Residential Common Shares per AvalonBay share. Both boards have unanimously approved the transaction, which constitutes a material acquisition/change of control requiring shareholder approval and affecting the combined entity's governance, equity awards, and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"","ticker":null,"filing_date":""},{"id":989,"accession_number":"0001193125-26-233381","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Equity Residential and AvalonBay announced entry into a Merger Agreement on May 21, 2026, disclosed via joint press release and investor presentation. This constitutes a material acquisition/change of control event that would significantly affect investor assessment of the registrant's strategic direction and shareholder value.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"","ticker":null,"filing_date":""},{"id":990,"accession_number":"0001193125-26-233381","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes execution of a Merger Agreement and a commitment letter for $2 billion in bridge financing to support the transaction. While technically filed under Item 8.01 (Other Events), the substance is material M\u0026A activity — the commitment letter is ancillary financing documentation supporting a merger. The reference to \"in connection with the execution of the Merger Agreement\" and the substantial bridge loan commitment ($2 billion) are hallmarks of a material acquisition or merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9375,"run_id":8221,"accession_number":"0001193125-26-233381","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Equity Residential amended and restated the Change in Control Agreement with Mark J. Parrell, modifying his severance formula to 2.25x base salary plus target bonus and equity grant, plus 27 months of benefits continuation in connection with the merger transaction.","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":987,"accession_number":"0001193125-26-233381","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure centers on an Amended and Restated Change in Control Agreement with Mark J. Parrell that modifies his severance formula to 2.25x base salary plus target bonus and equity grant, plus 27 months of benefits continuation. This is a material modification to compensatory arrangements for a named executive officer. While the section also mentions an offer letter for Benjamin W. Schall as incoming CEO, the substantive compensation disclosure focuses on Parrell's amended severance terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9376,"run_id":8221,"accession_number":"0001193125-26-233381","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"summary":"Equity Residential amended its bylaws to designate an exclusive forum (Circuit Court for Baltimore City, Maryland) for certain legal actions, a routine governance procedure that does not materially affect the registrant's financial condition or operations.","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":988,"accession_number":"0001193125-26-233381","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns a routine amendment to Equity Residential's bylaws to designate an exclusive forum (Circuit Court for Baltimore City, Maryland) for certain legal actions. While bylaw amendments are formally disclosed under Item 5.03, this is a procedural governance matter that does not affect the registrant's financial condition, operations, or investor risk profile in a material way. Such forum-selection provisions are standard corporate governance practices and would not alter a reasonable investor's assessment of the company's prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":986,"accession_number":"0001193125-26-233381","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses entry into an Agreement and Plan of Merger between Equity Residential and AvalonBay Communities, Inc., structured as an all-stock merger-of-equals transaction with an exchange ratio of 2.793 Equity Residential Common Shares per AvalonBay share. Both boards have unanimously approved the transaction, which constitutes a material acquisition/change of control requiring shareholder approval and affecting the combined entity's governance, equity awards, and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21"},{"id":987,"accession_number":"0001193125-26-233381","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure centers on an Amended and Restated Change in Control Agreement with Mark J. Parrell that modifies his severance formula to 2.25x base salary plus target bonus and equity grant, plus 27 months of benefits continuation. This is a material modification to compensatory arrangements for a named executive officer. While the section also mentions an offer letter for Benjamin W. Schall as incoming CEO, the substantive compensation disclosure focuses on Parrell's amended severance terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21"},{"id":988,"accession_number":"0001193125-26-233381","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns a routine amendment to Equity Residential's bylaws to designate an exclusive forum (Circuit Court for Baltimore City, Maryland) for certain legal actions. While bylaw amendments are formally disclosed under Item 5.03, this is a procedural governance matter that does not affect the registrant's financial condition, operations, or investor risk profile in a material way. Such forum-selection provisions are standard corporate governance practices and would not alter a reasonable investor's assessment of the company's prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21"},{"id":989,"accession_number":"0001193125-26-233381","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Equity Residential and AvalonBay announced entry into a Merger Agreement on May 21, 2026, disclosed via joint press release and investor presentation. This constitutes a material acquisition/change of control event that would significantly affect investor assessment of the registrant's strategic direction and shareholder value.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21"},{"id":990,"accession_number":"0001193125-26-233381","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes execution of a Merger Agreement and a commitment letter for $2 billion in bridge financing to support the transaction. While technically filed under Item 8.01 (Other Events), the substance is material M\u0026A activity — the commitment letter is ancillary financing documentation supporting a merger. The reference to \"in connection with the execution of the Merger Agreement\" and the substantial bridge loan commitment ($2 billion) are hallmarks of a material acquisition or merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:56.217266+00:00","company_name":"ERP OPERATING LTD PARTNERSHIP","ticker":null,"filing_date":"2026-05-21"}]}