资产住宅公司美股招股说明书(2026-07-13版)

JOINT LETTER TO SHAREHOLDERS OF EQUITY RESIDENTIALAND STOCKHOLDERS OF AVALONBAY COMMUNITIES, INC. Dear Shareholders of Equity Residential and Stockholders of AvalonBay: On May20, 2026, AvalonBay Communities, Inc. (“AvalonBay”), Equity Residential (“Equity Residential”), ERP OperatingLimited Partnership (“ERP Operating Partnership”) and Canopy Merger Sub LLC, a direct, wholly owned subsidiary of EquityResidential (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “mergeragreement”), which provides for the combination of Equity Residential and AvalonBay in a merger of equals transaction. Upon theterms and subject to the conditions set forth in the merger agreement, (i) on the closing date but prior to the effective time of themerger (the “effective time”), AvalonBay will contribute certain assets (the “asset contribution”) in exchange for units ofpartnership interest in ERP Operating Partnership that have, in the aggregate, a value equal to the fair market value of suchcontributed assets and (ii)following the asset contribution and at the effective time, AvalonBay will merge with and into MergerSub, with Merger Sub surviving as a direct, wholly owned subsidiary of Equity Residential (the “merger”). On behalf of the board of trustees of Equity Residential and board of directors of AvalonBay, we are pleased to enclose theaccompanying joint proxy statement/prospectus relating to the merger. We are requesting that you take certain actions as ashareholder of Equity Residential or stockholder of AvalonBay, as applicable, as more fully described in this joint proxystatement/prospectus. The merger agreement provides each share of common stock, par value $0.01 per share, of AvalonBay (“AvalonBay commonstock”), issued and outstanding immediately prior to the effective time (other than certain excluded shares as further described inthe merger agreement) will be converted into the right to receive 2.793 common shares of beneficial interest, par value $0.01 pershare, of Equity Residential (“Equity Residential common shares”) and cash in lieu of fractional shares, if any. The merger consideration is fixed and will not be adjusted to reflect stock price changes prior to the consummation of themerger. Equity Residential shareholders will continue to own their existing Equity Residential common shares, the form of whichwill not be changed by the transaction. Upon completion of the merger, Equity Residential shareholders are expected to own approximately 49% of the combinedcompany and former AvalonBay stockholders are expected to own the remaining 51%, based on the merger consideration and thenumber of shares and stock-based awards of Equity Residential and AvalonBay outstanding, in each case, as of July 6, 2026. Each of the board of trustees of Equity Residential and the board of directors of AvalonBay (the “Equity Residential board”and “AvalonBay board,” respectively) has unanimously approved or adopted, as applicable, the merger agreement and thetransactions contemplated by the merger agreement, including the merger and the share issuance. The value of the merger consideration to be received in exchange for each share of AvalonBay common stock will fluctuatewith the market value of Equity Residential common shares until the merger is completed. Based on Equity Residential’s closing stock price on July8, 2026, the last practicable trading day before the date of this jointproxy statement/prospectus, the implied value of the merger consideration was $190.79. The Equity Residential common shares arelisted on the New York Stock Exchange (“NYSE”) under the ticker symbol “EQR,” and AvalonBay common stock is listed on theNYSE under the ticker symbol “AVB.” We urge you to obtain current market quotations for the Equity Residential common sharesand AvalonBay common stock. Each of Equity Residential and AvalonBay will hold a special meeting of its shareholders or stockholders, respectively, inconnection with the transactions contemplated by the merger agreement. TABLE OF CONTENTS Equity Residential’s special meeting of shareholders (the “Equity Residential special meeting”) will be held virtually onAugust12, 2026 at 8:00 a.m. Central Time (unless it is adjourned or postponed to a later date) via live audio webcast atwww.virtualshareholdermeeting.com/EQR2026SM. The Equity Residential special meeting will be held exclusively online via liveaudio webcast. At the Equity Residential special meeting, Equity Residential shareholders will be asked to consider and vote on thefollowing matters: (i) a proposal to approve the issuance of Equity Residential common shares in connection with the merger (the“Equity Residential share issuance proposal”); (ii) a proposal to approve an amendment to the Declaration of Trust of EquityResidential to increase the number of authorized Equity Residential common shares (such amendment, the “Equity Residentialcharter amendment,” and such proposa