What Equity Residential told the SEC could break it.

Equity Residential is a defendant in numerous 2022-2023 antitrust suits alleging it and other multifamily operators colluded via RealPage revenue-management software to fix/inflate apartment rents, seeking damages and injunctive relief.

“The Company has been named as a defendant in a number of cases filed in late 2022 and 2023 alleging antitrust violations by RealPage, Inc., a seller of revenue management software products, and various owners and/or operators of multifamily housing, including us, that have utilized these products. The complaints allege collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seek monetary damages, injunctive relief, fees and costs.”

If Equity Residential can't raise rents to offset inflation, results suffer; interest-rate increases have caused market disruption and could impede acquiring or disposing of assets on favorable terms.

“If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, interest rate increases enacted to combat inflation have caused market disruption and could continue to prevent us from acquiring or disposing of assets on favorable terms or at all.”

Equity Residential must satisfy REIT requirements — including the 5/50 ownership limit — to maintain REIT tax status; these rules and related charter provisions also constrain change-of-control transactions.

“To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year.”