VMRK: Leadership change · Other company developments

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on May 20, 2026, Equity Residential, a Maryland real estate investment trust (“Equity Residential”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), ERP Operating Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential. The Merger Agreement provides for the combination of Equity Residential and AvalonBay in an all-stock merger-of-equals transaction upon the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). The combined company will operate under a new name to be announced prior to the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”). Amended Schall Offer Letter On June 7, 2026, Benjamin Schall, current President and Chief Executive Officer of AvalonBay and the incoming President and Chief Executive Officer of the combined company effective as of the Closing pursuant to the terms of an offer letter between Mr. Schall and Equity Residential dated May 20, 2026, entered into an amended offer letter, confirming his compensation for fiscal year 2027 (the “Amended Schall Offer Letter”). The Amended Schall Offer Letter provides that, commencing on January 1, 2027, Mr. Schall will continue to receive an annual base salary of $1,000,000 and will be eligible to receive annual cash and equity incentive awards with target opportunities of 200% ($2,000,000) and 285% ($2,850,000) of his base salary, respectively, and