VMRK: Other company developments

Item 8.01. Other Events. As previously announced, 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, ERP Operating Partnership and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) on the closing date but prior to the effective time of the merger (the "Effective Time"), AvalonBay will contribute certain assets (the "Asset Contribution") in exchange for units of partnership interest in ERP Operating Partnership that have, in the aggregate, a value equal to the fair market value of such contributed assets and (ii) following the Asset Contribution and at the Effective Time, AvalonBay will merge with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Equity Residential (the "Merger"). Immediately following the closing of the Merger, Merger Sub will merge with and into ERP Operating Partnership, with ERP Operating Partnership remaining as the surviving entity. Equity Residential and ERP Operating Partnership are filing this Current Report on Form 8-K to provide certain financial information with respect to the proposed Merger. Included in this Current Report on Form 8-K are the unaudited pro forma condensed consolidated financial statements of Equity Residential and ERP Operating Partnership giving effect to the Merger (the “unaudited pro forma financia