What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 477 added, 465 removed, 1874 unchanged (33% of the section changed)

8 unchanged sentences

In making this assessment, Essex’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Essex’s management has concluded that, as of December 31, 2024, its internal control over financial reporting was effective based on these criteria.

Essex’s management has concluded that, as of December 31, 2025, its internal control

over financial reporting was effective based on these criteria.

Essex’s independent registered public accounting firm, KPMG LLP, has issued an attestation report over Essex’s internal control over financial reporting, which is included herein.

16 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

Except as described below, during the three months ended December 31, 2024, none of our officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement .”

On November 18, 2024 , Amal Johnson , a director , modified a previously adopted “Rule 10b5-1 trading arrangement”, as such item is defined in Item 408(a) of Regulation S-K, that provides for the potential exercise of stock options and associated sale of up to 15,258 shares of common stock.

The plan had an initial adoption date of February 8, 2024 and will expire on November 20, 2026 , subject to early termination for certain specified events as set forth in the plan.

During the three months ended December 31, 2025, none of our officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement .”

Federal Income Tax Considerations

The discussion under the heading “Material Federal Income Tax Considerations” in Exhibit 99.1 hereto (incorporated herein by reference) replaces and supersedes in all respects the information contained under the heading “Material Federal Income Tax Considerations” that is contained in the prospectus dated August 5, 2024, which is part of the Company’s and the Operating

Partnership’s Registration Statement on Form S-3 (File No.

333-281244) filed with the Securities and Exchange Commission on August 5, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

Executive Compensation

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the headings “Named Executive Officer Compensation” and “Director Compensation,” to be filed with the SEC within 120 days of December 31, 2024.

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2026 Annual Meeting of Stockholders, under the headings “Director Compensation” and “Compensation Discussion and Analysis,” to be filed with the SEC within 120 days of December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

169 unchanged sentences

Mortgage notes payable, net 784,348 989,884

Lines of credit 137,945 —

Lines of credit and commercial paper — 137,945

Accounts payable and accrued liabilities 221,351 212,747

39 unchanged sentences

Total return swap income 4,729 3,099 3,148

Interest and other income (loss) 80,951 46,259 ( 19,040 )

Interest and other income 20,004 80,951 46,259

Equity income from co-investments 35,464 48,206 10,561

Tax benefit (expense) on unconsolidated co-investments 2,096 929 ( 697 )

Loss on early retirement of debt, net — — ( 2 )

Gain on remeasurement of co-investments 210,555 — 17,423

Loss on early retirement of debt ( 762 ) — —

Gain on remeasurement of co-investment 330 210,555 —

Net income 702,773 811,306 430,708

18 unchanged sentences

Reversal of unrealized gains upon the sale of marketable debt securities ( 27 ) — —

Total other comprehensive (loss) income ( 9,217 ) ( 13,364 ) 53,814

Total other comprehensive loss ( 19,291 ) ( 9,217 ) ( 13,364 )

Comprehensive income 683,482 802,089 417,344

16 unchanged sentences

Net income — — — 405,825 — 24,883 430,708

Reversal of unrealized gains upon the sale of marketable debt securities — — — — ( 557 ) ( 20 ) ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 12,910 ) ( 454 ) ( 13,364 )

Change in fair value of marketable debt securities, net — — — — 224 9 233

Issuance of common stock under:

4 unchanged sentences

Changes in the redemption value of redeemable noncontrolling interest — — ( 5,150 ) — — 95 ( 5,055 )

Contributions from noncontrolling interest — — — — — 125 125

Distributions to noncontrolling interest — — — — — ( 31,939 ) ( 31,939 )

9 unchanged sentences

Equity based compensation costs — — 7,408 — — 263 7,671

Retirement of common stock, net ( 437 ) — ( 95,657 ) — — — ( 95,657 )

Changes in the redemption value of redeemable noncontrolling interest — — 373 — — 462 835

Issuance of OP units to noncontrolling interest — — — — — 24,930 24,930

Distributions to noncontrolling interest — — — — — ( 81,812 ) ( 81,812 )

4 unchanged sentences

Net income — — — 669,666 — 33,107 702,773

Reversal of unrealized gains upon the sale of marketable debt securities

— — — — ( 26 ) ( 1 ) ( 27 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 18,818 ) ( 690 ) ( 19,508 )

Change in fair value of marketable debt securities, net — — — — 236 8 244

Issuance of common stock under:

2 unchanged sentences

Equity based compensation costs — — 9,879 — — 345 10,224

Changes in the redemption value of redeemable noncontrolling interest — — 373 — — 462 835

Issuance of OP units to noncontrolling interest — — — — — 24,930 24,930

Changes in the redemption value and redemptions of redeemable noncontrolling interest 6 — 2,805 — — ( 219 ) 2,586

Distributions to noncontrolling interest — — — — — ( 32,801 ) ( 32,801 )

16 unchanged sentences

Amortization of discount and debt financing costs, net 7,162 7,795 6,911

Realized and unrealized (gains) losses on marketable securities, net ( 8,347 ) ( 10,006 ) 45,547

Income from early redemption of notes receivable — — ( 811 )

Realized and unrealized gains on marketable securities, net ( 3,809 ) ( 8,347 ) ( 10,006 )

Provision for credit losses 26 ( 179 ) 70

Company’s share of gain on the sales of co-investment ( 5,189 ) — —

Equity income from co-investments ( 30,275 ) ( 48,206 ) ( 10,561 )

4 unchanged sentences

Equity-based compensation 9,640 7,158 8,031

Loss on early retirement of debt, net — — 2

Gain on remeasurement of co-investments

( 210,555 ) — ( 17,423 )

Loss on early retirement of debt 762 — —

Gain on remeasurement of co-investment ( 330 ) ( 210,555 ) —

Changes in operating assets and liabilities:

7 unchanged sentences

Redevelopment ( 81,619 ) ( 70,572 ) ( 72,577 )

Development acquisitions of and additions to development real estate ( 2,874 ) ( 7,872 ) ( 27,713 )

Development acquisitions of and additions to real estate under development ( 61,878 ) ( 2,874 ) ( 7,872 )

Capital expenditures on rental properties ( 140,348 ) ( 136,395 ) ( 140,371 )

8 unchanged sentences

Non-operating distributions from co-investments 184,401 40,503 39,751

Net cash (used in) provided by investing activities ( 973,051 ) ( 145,140 ) 145,958

Net cash used in investing activities ( 552,483 ) ( 973,051 ) ( 145,140 )

Cash flows from financing activities:

1 unchanged sentence

Payments on unsecured debt and mortgage notes ( 808,611 ) ( 403,108 ) ( 302,429 )

Proceeds from lines of credit 1,667,476 844,046 1,376,452

Repayments of lines of credit ( 1,529,531 ) ( 896,119 ) ( 1,665,636 )

Proceeds from lines of credit and commercial paper 7,935,548 1,667,476 844,046

Repayments of lines of credit and commercial paper ( 8,073,493 ) ( 1,529,531 ) ( 896,119 )

Retirement of common stock — — ( 95,657 )

Additions to deferred charges ( 13,394 ) ( 9,568 ) ( 1,736 )

Net proceeds from issuance of common stock ( 296 ) ( 347 ) ( 314 )

Payments related to debt prepayment penalties ( 697 ) — —

Net costs from issuance of common stock ( 391 ) ( 296 ) ( 347 )

Net proceeds from stock options exercised 8,930 12,313 —

Payments related to tax withholding for share-based compensation ( 8,114 ) ( 3,217 ) ( 3,825 )

Contributions from noncontrolling interest — — 125

Distributions to noncontrolling interest ( 32,677 ) ( 81,246 ) ( 31,619 )

Redemption of noncontrolling interest ( 6,453 ) ( 609 ) ( 11,452 )

Redemption of redeemable noncontrolling interest ( 521 ) — ( 478 )

Redemptions of noncontrolling interest ( 13,475 ) ( 6,453 ) ( 609 )

Redemptions of redeemable noncontrolling interest — ( 521 ) —

Common stock dividends paid ( 654,068 ) ( 620,466 ) ( 586,976 )

9 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Issuance of Operating Partnership units in connection with acquisition $ 24,930 $ — $ —

Redemption of preferred equity investments upon acquisition of co-investments $ 44,670 $ — $ —

Transfers between real estate under development and rental properties, net $ 514 $ 1,497 $ 100,737

Transfer from real estate under development to co-investments $ 707 $ 1,732 $ 2,276

Reclassifications to (from) redeemable noncontrolling interest from additional paid in capital and noncontrolling interest $ ( 835 ) $ 5,055 $ ( 7,038 )

Issuance of Operating Partnership units for contributed properties $ — $ 24,930 $ —

Redemption of preferred equity investments upon acquisition or consolidation of co-investments $ 262,449 $ 44,670 $ —

Reclassifications (from) to redeemable noncontrolling interest (to) from additional paid in capital and noncontrolling interest $ ( 2,209 ) $ ( 835 ) $ 5,055

Leased assets obtained in exchange for new operating lease liabilities $ 2,727 $ — $ —

Debt assumed in connection with acquisition $ — $ 95,000 $ —

27 unchanged sentences

Mortgage notes payable, net 784,348 989,884

Lines of credit 137,945 —

Lines of credit and commercial paper — 137,945

Accounts payable and accrued liabilities 221,351 212,747

41 unchanged sentences

Total return swap income 4,729 3,099 3,148

Interest and other income (loss) 80,951 46,259 ( 19,040 )

Interest and other income 20,004 80,951 46,259

Equity income from co-investments 35,464 48,206 10,561

Tax benefit (expense) on unconsolidated co-investments 2,096 929 ( 697 )

Loss on early retirement of debt, net — — ( 2 )

Gain on remeasurement of co-investments 210,555 — 17,423

Loss on early retirement of debt ( 762 ) — —

Gain on remeasurement of co-investment 330 210,555 —

Net income 702,773 811,306 430,708

18 unchanged sentences

Reversal of unrealized gains upon the sale of marketable debt securities ( 27 ) — —

Total other comprehensive (loss) income ( 9,217 ) ( 13,364 ) 53,814

Total other comprehensive loss ( 19,291 ) ( 9,217 ) ( 13,364 )

Comprehensive income 683,482 802,089 417,344

15 unchanged sentences

Net income — 405,825 — 14,284 — 10,599 430,708

Reversal of unrealized gains upon the sale of marketable

debt securities — — — — ( 577 ) — ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 13,364 ) — ( 13,364 )

Change in fair value of marketable debt securities, net — — — — 233 — 233

Issuance of common units under:

4 unchanged sentences

Changes in the redemption value of redeemable noncontrolling interest — ( 5,150 ) — 75 — 20 ( 5,055 )

Contributions from noncontrolling interest — — — — — 125 125

Distributions to noncontrolling interest — — — — — ( 11,060 ) ( 11,060 )

9 unchanged sentences

Equity based compensation costs — 7,408 — 263 — — 7,671

Retirement of common units, net ( 437 ) ( 95,657 ) — — — — ( 95,657 )

Changes in the redemption value of redeemable noncontrolling interest — 373 — 99 — 363 835

Issuance of OP units to noncontrolling interest — — 82 24,930 — — 24,930

Distributions to noncontrolling interest — — — — — ( 59,317 ) ( 59,317 )

4 unchanged sentences

Net income — 669,666 — 23,649 — 9,458 702,773

Reversal of unrealized gains upon the sale of

marketable debt securities — — — — ( 27 ) — ( 27 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 19,508 ) — ( 19,508 )

Change in fair value of marketable debt securities, net — — — — 244 — 244

Issuance of common stock under:

2 unchanged sentences

Equity based compensation costs — 9,879 — 345 — — 10,224

Changes in the redemption value of redeemable noncontrolling interest — 373 — 99 — 363 835

Issuance of OP units to noncontrolling interest — — 82 24,930 — — 24,930

Changes in the redemption value and redemptions of redeemable noncontrolling interest 6 2,805 ( 6 ) ( 441 ) — 222 2,586

Distributions to noncontrolling interest — — — — — ( 9,551 ) ( 9,551 )

16 unchanged sentences

Amortization of discount and debt financing costs, net 7,162 7,795 6,911

Realized and unrealized (gains) losses on marketable securities, net ( 8,347 ) ( 10,006 ) 45,547

Income from early redemption of notes receivable — — ( 811 )

Realized and unrealized gains on marketable securities, net ( 3,809 ) ( 8,347 ) ( 10,006 )

Provision for credit losses 26 ( 179 ) 70

Company’s share of gain on the sales of co-investments ( 5,189 ) — —

Equity income from co-investments ( 30,275 ) ( 48,206 ) ( 10,561 )

4 unchanged sentences

Equity-based compensation 9,640 7,158 8,031

Loss on early retirement of debt, net — — 2

Gain on remeasurement of co-investments ( 210,555 ) — ( 17,423 )

Loss on early retirement of debt 762 — —

Gain on remeasurement of co-investment ( 330 ) ( 210,555 ) —

Changes in operating assets and liabilities:

7 unchanged sentences

Redevelopment ( 81,619 ) ( 70,572 ) ( 72,577 )

Development acquisitions of and additions to development real estate ( 2,874 ) ( 7,872 ) ( 27,713 )

Development acquisitions of and additions to real estate under development ( 61,878 ) ( 2,874 ) ( 7,872 )

Capital expenditures on rental properties ( 140,348 ) ( 136,395 ) ( 140,371 )

8 unchanged sentences

Non-operating distributions from co-investments 184,401 40,503 39,751

Net cash (used in) provided by investing activities ( 973,051 ) ( 145,140 ) 145,958

Net cash used in investing activities ( 552,483 ) ( 973,051 ) ( 145,140 )

Cash flows from financing activities:

1 unchanged sentence

Payments on unsecured debt and mortgage notes ( 808,611 ) ( 403,108 ) ( 302,429 )

Proceeds from lines of credit 1,667,476 844,046 1,376,452

Repayments of lines of credit ( 1,529,531 ) ( 896,119 ) ( 1,665,636 )

Proceeds from lines of credit and commercial paper 7,935,548 1,667,476 844,046

Repayments of lines of credit and commercial paper ( 8,073,493 ) ( 1,529,531 ) ( 896,119 )

Retirement of common units — — ( 95,657 )

Additions to deferred charges ( 13,394 ) ( 9,568 ) ( 1,736 )

Net proceeds from issuance of common units ( 296 ) ( 347 ) ( 314 )

Payments related to debt prepayment penalties ( 697 ) — —

Net costs from issuance of common units ( 391 ) ( 296 ) ( 347 )

Net proceeds from stock options exercised 8,930 12,313 —

Payments related to tax withholding for share-based compensation ( 8,114 ) ( 3,217 ) ( 3,825 )

Contributions from noncontrolling interest — — 125

Distributions to noncontrolling interest ( 9,498 ) ( 56,582 ) ( 8,558 )

Redemption of noncontrolling interests ( 6,453 ) ( 609 ) ( 11,452 )

Redemption of redeemable noncontrolling interests ( 521 ) — ( 478 )

Common units distributions paid ( 645,130 ) ( 610,037 ) ( 588,214 )

Redemptions of noncontrolling interest ( 13,475 ) ( 6,453 ) ( 609 )

Redemptions of redeemable noncontrolling interest — ( 521 ) —

Common unit distributions paid ( 677,247 ) ( 645,130 ) ( 610,037 )

Net cash used in financing activities ( 512,200 ) ( 419,742 ) ( 477,271 )

8 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Issuance of Operating Partnership units in connection with acquisition $ 24,930 $ — $ —

Redemption of preferred equity investments upon acquisition of co-investments $ 44,670 $ — $ —

Transfers between real estate under development and rental properties, net $ 514 $ 1,497 $ 100,737

Transfer from real estate under development to co-investments $ 707 $ 1,732 $ 2,276

Reclassifications to (from) redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest $ ( 835 ) $ 5,055 $ ( 7,038 )

Issuance of Operating Partnership units for contributed properties $ — $ 24,930 $ —

Redemption of preferred equity investments upon acquisition or consolidation of co-investments $ 262,449 $ 44,670 $ —

Reclassifications (from) to redeemable noncontrolling interest (to) from general and limited partner capital and noncontrolling interest $ ( 2,209 ) $ ( 835 ) $ 5,055

Leased assets obtained in exchange for new operating lease liabilities $ 2,727 $ — $ —

Debt assumed in connection with acquisition $ — $ 95,000 $ —

16 unchanged sentences

The Company has reserved shares of common stock for such conversions.

As of December 31, 2024, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,157 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, and two operating commercial buildings.

As of December 31, 2025, the Company owned or had ownership interests in 259 operating apartment communities, comprising 63,077 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, two operating commercial buildings and a development pipeline comprised of one consolidated project and various predevelopment projects.

The operating apartment communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.

11 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Certain reclassifications have been made to conform to the current year's presentation.

Noncontrolling interest includes the 3.4 % and 3.5 % limited partner interests in the Operating Partnership not held by the Company as of December 31, 2025 and 2024, respectively.

1 unchanged sentence

(b) Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

The Company adopted ASU 2023-07 effective January 1, 2024 using retrospective approach.

The adoption of this guidance did not have a material impact on its consolidated financial statements and financial position.

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-05 “Business Combinations —Joint Venture Formations (Subtopic 805-60)” under which an entity that qualifies as a joint venture is required to apply a new basis of accounting upon the formation of the joint venture.

The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date.

ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted.

The Company adopted ASU No.

2023-05 as of January 1, 2025.

This adoption did not have a material impact on the Company’s consolidated results of operations or financial position.

In September 2025, the FASB issued ASU No.

2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”.

ASU 2025-06 eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

When evaluating if a project is probable to be completed, significant development uncertainty must be assessed.

In addition, disclosures for property, plant and equipment will be required for all capitalized software costs.

ASU 2025-06 will be effective for the Company beginning January 1, 2028 and early adoption is permitted.

Upon adoption, the new standard may be applied prospectively, retrospectively or using a modified transition approach.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated results of operations and financial position.

In July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

ASU 2025-05 provides for a practical expedient that allows an entity to assume that conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers.

ASU 2025-05 will be effective for the Company beginning January 1, 2026, with early adoption permitted, and is required to be applied prospectively.

The Company has evaluated the impact of ASU 2025-05 and has determined that the ASU would not have a material impact on its consolidated results of operations or financial position.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

2025-01 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.” ASU 2024-03 requires disaggregated information for specified categories of expenses, including inventory purchases, employee compensation, depreciation, amortization, and depletion, to be presented in certain expense captions on the face of the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028.

Clarifying the Effective Date.” ASU 2024-03 requires disaggregated information for specified categories of expenses to be presented in the notes to the financial statements.

ASU 2024-03, as clarified by ASU 2025-01, will be effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028.

Early adoption is permitted.

The new standards may be applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior periods presented.

The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial position.

In August 2023, the FASB issued ASU No.

The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date.

ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted.

The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.

(d) Real Estate Rental Properties

Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year , are capitalized.

Operating real estate assets are stated at cost and consist of land and land improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition.

Expenditures for maintenance and repairs are charged to expense as incurred.

The Company is currently evaluating the impact of these standards on its consolidated results of operations and financial position.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

(d) Real Estate Rental Properties

Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year , are capitalized.

Expenditures for maintenance and repairs are charged to expense as incurred.

The depreciable life of various categories of fixed assets is as follows:

4 unchanged sentences

Real estate structures 30 years

The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property.

The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or costs associated with the construction or expansion of real property.

Such capitalized costs include land, land improvements, allocated costs of the Company’s project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance.

1 unchanged sentence

Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.

The Company allocates the purchase price of real estate on a fair value basis to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place leases.

In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data.

The Company allocates the purchase price of real estate on a fair value basis to land and building, including personal property and identifiable intangible assets, such as the value of above-market, below-market and in-place leases.

In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in its portfolio for land comparables and building replacement costs, and other publicly available market data.

In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases.

The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired.

The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired.

The value of acquired in-place leases is amortized to expense over the average remaining term of the leases acquired.

The net carrying value of acquired in-place leases was $ 7.5 million and $ 7.7 million as of December 31, 2025 and 2024, respectively, and are included in prepaid expenses and other assets on the Company’s consolidated balance sheets.

10 unchanged sentences

It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process.

The Company classifies real estate as “held for sale” when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year.

Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

(e) Co-investments

The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S.

Therefore, the Company accounts for co-investments using the

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

equity method of accounting.

Company classifies real estate as “held for sale” when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year.

Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

(e) Co-investments

The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S.

Therefore, the Company accounts for co-investments using the equity method of accounting.

Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings, less distributions received and the Company’s share of losses.

The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the consolidated statement of income equal to the amount by which the fair value of the co-investment exceeds the Company’s carrying value of the co-investment.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of the co-investment in the consolidated statements of income equal to the amount by which the fair value of the co-investment interest, using Level 2 inputs, exceeds the Company’s carrying value of the co-investment.

A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved.

Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible.

Management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible.

Any promote fees are reflected in equity income from co-investments.

The Company evaluates its investments in co-investments for impairment and records a loss if the carrying value is greater than the fair value of the investment and the impairment is other-than-temporary.

The Company evaluates its co-investments for impairment and records a loss if the carrying value is greater than the fair value of the investment and the impairment is other-than-temporary.

(f) Revenues and Gains on Sale of Real Estate and Land

6 unchanged sentences

Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer.

For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized is determined each quarter based on the management fee calculated and earned for that month or quarter.

For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized are determined each quarter based on the management fee calculated and earned for that month or quarter.

The contract will contain a description of the service and the fee percentage for management services.

4 unchanged sentences

Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows ($ in thousands):

2024 2023 2022

Cash and cash equivalents - unrestricted $ 66,795 $ 391,749 $ 33,295

Cash and cash equivalents - restricted 9,051 8,585 9,386

Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 75,846 $ 400,334 $ 42,681

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

2025 2024 2023

Cash and cash equivalents - unrestricted $ 76,241 $ 66,795 $ 391,749

Cash and cash equivalents - restricted 9,345 9,051 8,585

Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 85,586 $ 75,846 $ 400,334

(h) Marketable Securities

The Company reports its available for sale equity securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds and Level 2 for the unsecured debt, as defined by the FASB standard for fair value measurements).

The Company reports its equity securities and available for sale debt securities at fair value, based on quoted market prices (Level 1 for the equity securities and Level 2 for the available for sale debt securities, as defined by the FASB standard for fair value measurements).

As of both December 31, 2025 and 2024, less than $ 0.1 million of equity securities presented within common stock, preferred stock, and stock funds in the tables below represented investments measured at fair value, using net asset value as a practical expedient, and were not categorized in the fair value hierarchy.

Any realized and unrealized gains and losses in equity securities and interest income are included in interest and other income in the consolidated statements of income.

Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income.

Any realized and unrealized gain or loss in equity securities, realized gain in debt securities and interest income are included in interest and other income in the consolidated statements of income.

There were no other-than-temporary impairment charges for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2024 and 2023, equity securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds.

As of December 31, 2025 and 2024, equity securities and available for sale debt securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds, U.S.

Treasury and agency securities, certificates of deposit, corporate debt securities and municipal debt securities.

As of December 31, 2025 and 2024, marketable securities consisted of the following ($ in thousands):

December 31, 2025

Gain (Loss) Carrying

Gain Carrying

Equity securities:

1 unchanged sentence

Common stock, preferred stock and stock funds 48,738 21,736 70,474

Available for sale debt securities:

Treasury and agency securities 10,186 103 10,289

Certificates of deposit 5,000 — 5,000

Corporate debt securities 8,954 105 9,059

Municipal debt securities 556 9 565

Total - Marketable securities $ 76,111 $ 21,959 $ 98,070

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

December 31, 2024

15 unchanged sentences

current financial information, credit documentation, public information, and previous experience with the borrower.

The Company initially analyzes each mezzanine loan individually to classify the

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

credit risk of the loan.

The Company initially analyzes each mezzanine loan individually to classify the credit risk of the loan.

On a periodic basis the Company evaluates financial information on the project, its sponsors, and its guarantors and additionally performs site visits of the development projects associated with the mezzanine loans to confirm whether they are on budget and whether there are any delays in development that could impact the Company’s assessment of credit loss.

6 unchanged sentences

For example, in the case of mezzanine loans, adjustments may be made due to differences in track record and experience of the mezzanine loan sponsor as well as the percent of equity that the sponsor has contributed to the project.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(j) Capitalization Policy

5 unchanged sentences

Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $ 26.2 million, $ 20.2 million and $ 19.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company capitalizes leasing costs associated with the lease-up of development communities and amortizes the costs over the life of the leases.

The amounts capitalized are immaterial for all periods presented.

The Company amortizes the capitalized costs over the useful life of the development.

(k) Fair Value of Financial Instruments

8 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Management estimates that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2024 and 2023, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments.

Management estimates that the carrying amounts of the outstanding balances under its lines of credit, commercial paper and notes and other receivables approximate fair value as of December 31, 2025 and 2024, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments.

Management has estimated that the fair value of the Company’s fixed rate debt with a carrying value of $ 5.9 billion and $ 5.8 billion as of December 31, 2025 and 2024, respectively, was approximately $ 5.8 billion and $ 5.5 billion, respectively.

Management has estimated that the fair value of the Company’s $ 854.4 million and $ 752.3 million of variable rate debt as of December 31, 2025 and 2024, respectively, was approximately $ 853.2 million and $ 749.4 million, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and lines of credit compared to those available in the marketplace.

Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities,

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2024 and 2023 due to the short-term maturity of these instruments.

Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2025 and 2024 due to the short-term maturity of these instruments.

Marketable securities are carried at fair value as of December 31, 2025 and 2024.

8 unchanged sentences

For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings.

For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction.

For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings.

The Company’s interest rate swap is considered a cash flow hedge.

The Company’s interest rate swaps are considered cash flow hedges.

(m) Income Taxes

Generally in any year in which Essex qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code (the “IRC”), it is not subject to federal income tax on that portion of its income that it distributes to stockholders.

Generally in any year in which Essex qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”), it is not subject to federal income tax on that portion of its income that it distributes to stockholders.

No provision for federal income taxes, other than with respect to the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2025 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax.

5 unchanged sentences

The taxable REIT subsidiaries are consolidated by the Operating Partnership for financial reporting purposes.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Cash dividends distributed for the years ended December 31, 2024, 2023 and 2022 related to common stock were classified for federal income tax purposes as follows:

Cash dividends on Essex’s common stock for the years ended December 31, 2025, 2024 and 2023 were classified for federal income tax purposes as follows:

Year Ended December 31,

8 unchanged sentences

The estimated grant date fair values of the long-term incentive plan units (discussed in Note 14, Equity Based Compensation Plans) are being amortized over the expected service periods.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(o) Changes in Accumulated Other Comprehensive Income, Net by Component

2 unchanged sentences

Change in fair

of swap settlements

value of derivatives and amortization

of swap settlements Unrealized

available for sale

debt securities Total

Balance at December 31, 2024 $ 24,655 $ — $ 24,655

Other comprehensive loss before reclassification ( 8,955 )

Amounts reclassified from accumulated other comprehensive loss 54

Other comprehensive loss ( 8,901 )

Other comprehensive (loss) income before reclassification ( 23,990 ) 236 ( 23,754 )

Amounts reclassified from accumulated other comprehensive income 5,172 ( 26 ) 5,146

Other comprehensive (loss) income ( 18,818 ) 210 ( 18,608 )

Balance at December 31, 2025 $ 5,837 $ 210 $ 6,047

2 unchanged sentences

Change in fair

of swap settlements

value of derivatives and amortization

of swap settlements Unrealized

available for sale

debt securities Total

Balance at December 31, 2024 $ 29,429 $ — $ 29,429

Other comprehensive loss before reclassification ( 9,273 )

Amounts reclassified from accumulated other comprehensive loss 56

Other comprehensive loss ( 9,217 )

Other comprehensive (loss) income before reclassification ( 24,863 ) 244 ( 24,619 )

Amounts reclassified from accumulated other comprehensive income 5,355 ( 27 ) 5,328

Other comprehensive (loss) income ( 19,508 ) 217 ( 19,291 )

Balance at December 31, 2025 $ 9,921 $ 217 $ 10,138

Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense in the consolidated statements of income.

Amounts reclassified from accumulated other comprehensive income, net in connection with derivatives are recorded in interest expense in the consolidated statements of income.

Realized gains and losses on available for sale debt securities are included in interest and other income on the consolidated statements of income.

(p) Redeemable Noncontrolling Interest

1 unchanged sentence

The limited partners may redeem their noncontrolling interests for cash in certain circumstances.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

The changes in the redemption value of redeemable noncontrolling interest for the years ended December 31, 2025, 2024 and 2023 were as follows:

4 unchanged sentences

Balance at December 31, $ 28,263 $ 30,849 $ 32,205

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(q) Accounting Estimates

5 unchanged sentences

(r) Variable Interest Entities

In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and five co-investments as of December 31, 2024.

The Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of December 31, 2023.

In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising ten communities), and four co-investments as of December 31, 2025.

The Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and five co-investments as of December 31, 2024.

The Company consolidated these entities because it was the primary beneficiary.

The Company had no assets or liabilities other than its investment in the Operating Partnership.

Essex has no assets or liabilities other than its investment in the Operating Partnership.

The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were $ 970.6 million and $ 242.5 million, respectively, as of December 31, 2025, and $ 893.0 million and $ 319.1 million, respectively, as of December 31, 2024.

1 unchanged sentence

The Company’s financial risk in each VIE is limited to its equity investment in the VIE.

The DownREIT VIEs collectively own nine apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests.

The DownREIT VIEs collectively own ten apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests.

Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis.

4 unchanged sentences

Of these amounts, $ 8.9 million and $ 9.0 million as of December 31, 2025 and 2024, respectively, represent units of limited partners’ or members’ interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or historical cost, depending on the limited partner’s or members’ right to redeem their units as of the balance sheet date.

The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $ 96.9 million and $ 97.0 million as of December 31, 2024 and 2023, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.

The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $ 96.6 million and $ 96.9 million as of December 31, 2025 and 2024, and is classified within noncontrolling interests in the accompanying consolidated balance sheets.

Interest holders in VIEs consolidated by the Company are allocated a priority of net income equal to the cash payments made to those interest holders or distributions from cash flow.

The remaining results of operations are generally allocated to the Company.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

As of December 31, 2025 and 2024, the Company was not deemed to be the primary beneficiary of any other VIEs and did not have any VIEs of which it was not deemed to be the primary beneficiary.

(s) Government Assistance

The Employee Retention Credit, as originally enacted by the Coronavirus Aid, Relief and Economic Security Act in March 2020, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before January 1, 2021.

The purpose of the Employee Retention Credit was to encourage employers to keep employees on their payroll, even if they were not working during the covered period because of the effects of the COVID-19 pandemic.

In December 2020, the Employee Retention Credit was amended and extended by the Taxpayer Certainty and Disaster Tax Relief Act in which eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021.

The Company adopted a policy to recognize a receivable when earned and to offset the credit against related expenses.

Accordingly, the Company recorded no Employee Retention Credit for the years ended December 31, 2024 and 2023, and $ 4.1 million for the year ended December 31, 2022, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of income.

(t) Gain Contingencies

(s) Gain Contingencies

Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain.

1 unchanged sentence

In the case of legal settlements, the Company determines that all uncertainties have been resolved when cash or other consideration has been received by the Company.

Gain contingencies resulting from legal settlements of $ 42.5 million, $ 7.7 million and $ 4.2 million were recognized for the years ended December 31, 2024, 2023 and 2022 respectively, and are included in interest and other income in the consolidated statements of income.

(3) Real Estate Investments

(a) Acquisitions of Real Estate Interests

The table below summarizes acquisition activity for the year ended December 31, 2024 ($ in millions):

Property Name Location Apartment Homes Essex Ownership Percentage Contract Price at Pro Rata Share

BEXAEW Portfolio CA and WA 1,480 100 % $ 252.0 (1)

Maxwell Sunnyvale CA 75 100 % 46.6 (2)

ARLO Mountain View CA 164 100 % 101.1

Patina at Midtown CA 269 100 % 58.4 (3)

Century Towers CA 376 100 % 86.8 (4)

BEX II Portfolio CA 871 100 % 168.4 (5)

Beaumont WA 344 100 % 136.1

Total acquisitions 3,579 $ 849.4

(1) In March 2024, the Company acquired its joint venture partner's 49.9 % interest in the BEXAEW portfolio comprised of four communities for a total contract price of $ 505.0 million on a gross basis.

Concurrent with the acquisition, the Company repaid $ 219.9 million of debt.

The Company recorded $ 138.3 million as a gain on remeasurement of co-investments and $ 1.5 million promote income from co-investments in the consolidated statements of income.

There were no material gains from legal settlements for the year ended December 31, 2025.

For the year ended December 31, 2024, the Company settled two lawsuits related to construction defects at

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

(2) In April 2024, the Company accepted the third-party sponsor’s common equity interest affiliated with its $ 14.7 million preferred equity investment.

The community was consolidated on the Company’s financial statements at a $ 46.6 million valuation.

(3) In July 2024, the Company acquired its joint venture partner's 49.9 % common equity interest in Patina at Midtown for a total purchase price of $ 117.0 million on a gross basis.

Concurrent with the acquisition, the Company repaid $ 95.0 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership.

The Company recorded $ 2.2 million as a gain on remeasurement of co-investments in the consolidated statements of income.

(4) In September 2024, the Company acquired its joint venture partner's 50 % common equity interest in Century Towers for a total purchase price of $ 173.5 million on a gross basis.

As part of the acquisition, the Company issued 81,737 OP Units at an agreed upon price of $ 305 per unit.

Concurrent with the acquisition, the Company repaid $ 110.5 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership.

The Company recorded $ 29.4 million as a gain on remeasurement of co-investments in the consolidated statements of income.

(5) In October 2024, the Company acquired its joint venture partner’s 49.9 % interest in the BEX II portfolio, comprised of four communities for a total contract price of $ 337.5 million on a gross basis.

Concurrent with the acquisition, the Company assumed $ 95.0 million of debt.

The Company recorded $ 40.6 million as a gain on remeasurement of co-investments in the consolidated statements of income.

two communities and received cash recoveries of $ 42.5 million.

For the year ended December 31, 2023, the Company settled a lawsuit related to construction defects at one of its communities and received cash recovery of $ 7.7 million.

The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain within interest and other income on the consolidated statements of income.

(3) Real Estate Investments

(a) Acquisitions of Real Estate Interests

The table below summarizes acquisition activity for the year ended December 31, 2025 ($ in millions):

Property Name Location Date Apartment Homes Contract Price at Pro Rata Share

The Plaza CA Jan-25 307 $ 161.4

One Hundred Grand CA Feb-25 166 105.3 (1)

ROEN Menlo Park CA Feb-25 146 78.8

Revere Campbell CA May-25 168 118.0 (1)

The Parc at Pruneyard CA May-25 252 122.5

ViO CA Sep-25 234 100.0

1250 Lakeside CA Nov-25 250 143.5

Total acquisitions 1,523 $ 829.5

(1) One Hundred Grand and Revere Campbell replaced Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, within the DownREIT structures of those entities pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (“Section 1031 Exchange”).

The consolidated fair value of the acquisitions listed above was included on the Company’s consolidated balance sheets as follows:

$ 156.1 million addition to land and land improvements, $ 670.7 million was included in buildings and improvements, and $ 7.3 million addition to prepaid expenses and other assets.

Acquisition activity for the year ended December 31, 2024 includes 13 apartment communities for a total pro-rata contract price of $ 849.4 million.

The consolidated fair value of the acquisitions was included on the Company’s consolidated balance sheets as follows:

$ 231.6 million addition to land and land improvements, $ 1,178.0 million was included in buildings and improvements, $ 9.0 million addition to prepaid expenses and other assets, $ 26.3 million addition to real estate under development, and $ 106.0 million addition to mortgage notes payable.

The fair value upon the acquisition of a controlling interest of a co-investment was determined using Level 2 inputs.

For the year ended December 31, 2023, the Company acquired an apartment community, Hacienda at Camarillo Oaks, consisting of 73 apartment homes for a total purchase price of $ 23.1 million.

The consolidated fair value of the acquisition was included on the Company’s consolidated balance sheet as follows:

$ 5.5 million addition to land and land improvements, $ 18.0 million addition to buildings and improvements, and a $ 0.1 million addition to prepaid expenses and other assets.

A gain on remeasurement of co-investments for $ 210.6 million was recorded as 10 of the apartment communities were acquired from joint venture partners.

(b) Dispositions of Real Estate Interests

The table below summarizes the disposition activity for the year ended December 31, 2024 ($ in millions):

Property Name Location Apartment Homes Sale Price at Pro Rata Share

Hillsdale Garden CA 697 $ 205.7 (1)

The table below summarizes disposition activity for the year ended December 31, 2025 ($ in millions):

Property Name Location Date Apartment Homes Sale Price at Pro Rata Share

Highridge CA Feb-25 255 $ 127.0 (1)

Essex Skyline CA Apr-25 350 239.6 (2)

The Grand CA Jul-25 243 97.5 (3)

Fourth & U CA Sep-25 171 52.3 (4)

Total dispositions 1,019 $ 516.4

(1) In October 2024, the Company sold its 81.5 % interest in a consolidated co-investment, Hillsdale Garden, a 697 -unit apartment home community, for a contract price of $ 252.4 million on a gross basis ($ 205.7 million at pro rata), resulting in a $ 175.6 million gain on sale of real estate and land in the consolidated statements of income.

For the year ended December 31, 2023, the Company sold an apartment community consisting of 239 apartment homes for $ 91.7 million, resulting in a gain on sale of $ 54.5 million.

Additionally the Company sold land that had been held for future development, for $ 8.7 million and recognized a gain on sale of $ 4.7 million.

For the year ended December 31, 2022, the Company sold an apartment community consisting of 250 apartment homes for $ 160.0 million, resulting in a gain on sale of $ 94.4 million.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

(1) Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, was replaced by One Hundred Grand and Revere Campbell within the DownREIT structures of those entities pursuant to a Section 1031 Exchange.

The Company recognized a $ 111.0 million gain on sale of real estate and land in the consolidated statements of income.

In conjunction with the sale, $ 69.6 million in debt associated with the property was paid off and the Company recorded a $ 0.8 million loss on early extinguishment of debt.

(2) The Company recognized a $ 126.2 million gain on sale of real estate and land in the consolidated statements of income.

(3) The Company recognized a $ 47.8 million gain on sale of real estate and land in the consolidated statements of income.

(4) The Company recognized a $ 14.5 million gain on sale of real estate and land in the consolidated statements of income.

For the year ended December 31, 2024, the Company sold its 81.5 % interest in a consolidated co-investment, a 697 -unit apartment home community, for a contract price of $ 252.4 million on a gross basis ($ 205.7 million at pro rata), resulting in a $ 175.6 million gain on sale of real estate and land in the consolidated statements of income.

For the year ended December 31, 2023, the Company sold an apartment community consisting of 239 apartment homes for $ 91.7 million, resulting in a gain on sale of $ 54.5 million.

Additionally, the Company sold land that had been held for future development, for $ 8.7 million and recognized a gain on sale of $ 4.7 million.

1 unchanged sentence

The co-investments’ accounting policies are similar to the Company’s accounting policies.

The co-investments typically own, operate, and develop apartment communities.

Additionally, the Company has invested in five technology co-investments and as of December 31, 2024, the co-investment balance of these investments was $ 57.3 million and the aggregate commitment was $ 86.0 million.

As of December 31, 2023, the Company had five technology co-investments and the co-investment balance of these investments was $ 44.2 million and the aggregate commitment was $ 86.0 million.

The carrying values of the Company’s co-investments as of December 31, 2024 and 2023 was as follows ($ in thousands, except in parenthetical):

The co-investments typically own, operate, and develop apartment home communities.

The Company also invests in five unconsolidated technology co-investments with an aggregate commitment of $ 86.0 million as of December 31, 2025 and 2024, respectively.

The unconsolidated technology co-investment balance of these investments was $ 74.7 million and $ 57.3 million as of December 31, 2025 and 2024, respectively.

In September 2025, Wesco V, LLC, a joint venture in which the Company owns a 50.0 % interest, sold one of its apartment home communities named 8th & Republican for a total contract price of $ 94.9 million.

The Company recorded a $ 5.2 million gain from the sale as equity income from co-investments within the consolidated statements of income.

The carrying values of the Company’s co-investments as of December 31, 2025 and 2024 were as follows ($ in thousands, except in parenthetical):

Weighted Average Essex Ownership Percentage (1)

2 unchanged sentences

54 % $ 73,002 $ 147,232

BEXAEW (3) , BEX II (4) , BEX IV and 500 Folsom

50 % 146,142 224,119

Other (5) (6)

BEX IV and 500 Folsom 50 % 135,518 146,142

53 % 95,851 86,089

Total operating and other co-investments, net 304,371 379,463

Total development co-investments — % — 14,605

Total preferred equity co-investments (3) (includes related party investments of $ 52.8 million and $ 48.1 million as of December 31, 2025 and 2024, respectively.

3 unchanged sentences

(1) Weighted average Company ownership percentages are as of December 31, 2025.

(2) As of December 31, 2024 and 2023, the Company’s investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $ 77.2 million and $ 61.8 million, respectively, due to distributions received in excess of the Company’s investment.

(3) In March 2024, the Company acquired BEXAEW's 49.9 % interest in four apartment communities consisting of 1,480 apartment homes.

(4) In October 2024, the Company acquired BEX II LLC's 49.9 % interest in four communities totaling 871 apartment homes.

(5) In the third quarter of 2024, the Company acquired its joint venture partner's interest of 49.9 % in Patina at Midtown comprising 269 apartment homes, followed by the acquisition of its joint venture partner's interest of 50 % in Century Towers comprising 376 apartment homes.

(6) As of December 31, 2024 the Company’s investment in Expo was classified as a liability of $ 2.0 million due to distributions received in excess of the Company’s investment.

As of December 31, 2023 the Company’s investments in Expo and Century Towers were classified as a liability of $ 3.7 million due to distributions received in excess of the Company’s investment.

(2) As of December 31, 2025 and 2024, the Company’s investments in Wesco I, Wesco III, Wesco IV, and Expo were classified as a liability of $ 98.8 million and $ 79.3 million, respectively, due to distributions received in excess of the Company’s investment.

The weighted average Essex ownership percentage excludes the Company’s investments in non-core technology co-investments which are carried at fair value.

(3) Includes one preferred equity investment held by Wesco VII, LLC.

ESSEX PROPERTY TRUST, INC.

19 unchanged sentences

Net operating income 207,826 236,605 251,390

Gain on sale of real estate 10,378 — —

Interest expense ( 104,097 ) ( 142,601 ) ( 154,038 )

11 unchanged sentences

Predevelopment and Development Co-investments

As of December 31, 2024 the Company did not have any projects in unconsolidated predevelopment or development communities.

As of December 31, 2023, the Company, through its co-investments, owned 264 apartment homes in predevelopment and development communities.

The Company’s book value of these co-investments was $ 14.6 million as of December 31, 2023.

As of December 31, 2025 and 2024, the Company did not have any projects in unconsolidated predevelopment or development communities.

Preferred Equity Investments

As of December 31, 2024 and 2023, the Company held preferred equity investment interests in several joint ventures which own real estate.

The Company’s book value of these preferred equity investments was $ 476.3 million and $ 544.3 million as of December 31, 2024 and 2023, respectively, and is included in the co-investments line in the accompanying consolidated balance sheets.

The Company holds preferred equity investment interests in several joint ventures which own real estate.

Preferred equity investments are included in the co-investments line in the accompanying consolidated balance sheets.

In the event of an acquisition of a controlling interest in a co-investment, the value recorded is determined in accordance with the Company's accounting policy for real estate property acquisitions.

ESSEX PROPERTY TRUST, INC.

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December 31, 2025, 2024, and 2023

As of December 31, 2024, the Company had 19 preferred equity investments with total commitments of $ 399.4 million, of which $ 364.4 million had been funded, with maturities ranging from January 2025 to September 2032, and a weighted average rate of return on the outstanding balances of 9.0 %.

The Company recorded a $ 3.7 million and $ 33.7 million impairment loss from unconsolidated co-investments for the years ended December 31, 2024 and 2023, respectively, as a result of an other-than-temporary decrease in the fair value of the underlying real estate investment and is included in the equity income from co-investments line in the accompanying consolidated statements of income.

The valuation for the underlying real estate investment was estimated using an income approach valuation technique.

During 2024, the Company received cash proceeds of $ 58.8 million for the full redemption of two preferred equity investment and partial redemption of one preferred equity investments in joint ventures that hold properties located in Washington and California.

During 2023, the Company made commitments to fund $ 18.8 million of preferred equity investment in two real estate ventures and received cash proceeds of $ 72.3 million, including an early redemption fee of $ 0.3 million, for the full redemption of two preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.

During 2022, the Company made commitments to fund $ 84.9 million of preferred equity investment in seven real estate ventures, including one with a related party.

See Note 6, Related Party Transactions, for additional details.

During 2022, the Company received cash proceeds of $ 132.6 million, including an early redemption fee of $ 0.9 million, for the full redemption of three preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.

As of December 31, 2025, the Company had 10 preferred equity investments with total commitments of $ 206.7 million, of which $ 171.7 million had been funded, with maturities ranging from March 2026 to September 2032, and a weighted average rate of return on the outstanding balances of 10.5 %.

In November 2025, the Company repaid an $ 88.2 million senior mortgage associated with a $ 79.5 million preferred equity investment in TENTEN Downtown, a 376 -unit apartment home community, located in Los Angeles, CA, and concurrently issued a default notice and assumed full managerial control.

The community was consolidated on the Company’s financial statements with a valuation of $ 167.7 million.

In July 2025, the Company formed a new joint venture, Wesco VII, LLC (“Wesco VII”), with the State of Wisconsin Investment Board, for the purpose of investing in multifamily real estate projects.

Each partner has an initial equity commitment of $ 50.0 million and holds a 50 % ownership interest.

The investment is recorded to co-investments in the consolidated balance sheets.

Wesco VII subsequently funded a preferred equity investment of $ 42.6 million in a 480 -unit apartment home community development located in California.

The investment has an initial preferred return of 13.5 % subject to adjustment upon the occurrence of specified events and mandatory redemption in July 2030.

In October 2024, the Company repaid a $ 72.0 million senior mortgage associated with a $ 22.7 million preferred equity investment in Artizan, a 241 -unit stabilized apartment home community located in Oakland, CA, and subsequently issued a default notice to the third-party sponsor in January 2025, assumed full managerial control and consolidated the property with a valuation of $ 95.0 million.

The Company recorded $ 0.3 million as a gain on remeasurement of co-investment in the consolidated statements of income.

The Company recorded $ 12.6 million, $ 3.7 million and $ 33.7 million of impairment loss from unconsolidated co-investments for the years ended December 31, 2025, 2024 and 2023, respectively, as a result of an other-than-temporary decrease in the fair value of the underlying real estate investment which is included in the equity income from co-investments line in the accompanying consolidated statements of income.

The valuation for the underlying real estate investments was estimated using an income approach valuation technique.

During 2025, the Company received cash proceeds of $ 186.5 million from the redemption of eight preferred equity co-investments.

During 2024, the Company received cash proceeds of $ 58.8 million for the full redemption of two preferred equity investments and partial redemption of one preferred equity investment in joint ventures that hold properties located in Washington and California.

(d) Real Estate under Development

The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations.

As of December 31, 2024, the Company’s development pipeline was comprised of various consolidated predevelopment projects, with total incurred costs of $ 52.7 million.

The Company’s development pipeline is comprised of one consolidated development project and various predevelopment projects.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Disaggregated Revenue

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Total revenues $ 1,887,345 $ 1,774,450 $ 1,669,395

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment for the periods presented ($ in thousands):

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169,002 58,158 1,037

Redevelopment 6,519 6,232 5,765

Non-residential/other, net (3)

64,952 115,644 119,725

Straight line rent concession (4)

Straight line rent concessions (4)

1,021 ( 21 ) ( 2,543 )

Total rental and other property revenues $ 1,877,964 $ 1,764,185 $ 1,658,264

(1) Properties that have comparable stabilized results as of January 1, 2023 and are consolidated by the Company for the years ended December 31, 2024, 2023 and 2022.

(1) Same-property includes properties that have comparable stabilized results as of January 1, 2024 and are consolidated by the Company for the years ended December 31, 2025, 2024 and 2023.

A community is considered to have reached stabilized operations once it achieves an initial occupancy of 90 %.

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Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S.

Deferred Revenues and Remaining Performance Obligations

When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded.

The total deferred revenue balance related to such contracts was $ 0.3 million and $ 1.0 million as of December 31, 2024 and 2023, respectively, and was included in accounts payable and accrued liabilities within the consolidated balance sheets.

The amount of revenue recognized for the year ended December 31, 2024 that was included in the December 31, 2023 deferred revenue balance was $ 0.7 million, which was included in rental and other property revenue within the consolidated statements of income and comprehensive income.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue recognition accounting standard.

As of December 31, 2024, the Company had $ 0.3 million of remaining performance obligations.

The Company expects to recognize approximately 36 % of these remaining performance obligations in 2025 and the remaining 64 % through 2027.

ESSEX PROPERTY TRUST, INC.

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December 31, 2025, 2024, and 2023

Deferred Revenues and Remaining Performance Obligations

When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded.

The total deferred revenue balance related to such contracts was $ 0.2 million and $ 0.3 million as of December 31, 2025 and 2024, respectively, and was included in accounts payable and accrued liabilities within the consolidated balance sheets.

The amount of revenue recognized for the year ended December 31, 2025 that was included in the December 31, 2024 deferred revenue balance was $ 0.1 million, which was included in rental and other property revenue within the consolidated statements of income.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the revenue recognition accounting standard.

As of December 31, 2025, the Company had $ 0.2 million of remaining performance obligations.

The Company expects to recognize approximately 74 % of these remaining performance obligations in 2026 and the remaining 26 % through 2027.

Practical Expedients

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Notes and other receivables consisted of the following as of December 31, 2025 and 2024 ($ in thousands):

Note receivable, secured, bearing interest at 11.50 %, due November 2024 (Originated November 2020)

Note receivable, secured, bearing interest at 9.00 %, due October 2026 (Originated October 2021)

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Total notes and other receivables $ 141,591 $ 206,706

$ 206,706 $ 174,621

(1) In the fourth quarter of 2024, the Company repaid a $ 72.0 million senior mortgage associated with a preferred equity investment in a stabilized apartment home community located in Oakland, CA and concurrently recorded a receivable from the sponsor of the investment, for which the Company did not accrue interest on.

The Company subsequently issued a default notice and assumed full managerial control in January 2025.

See Note 18, Subsequent Events, for additional details.

(1) In the fourth quarter of 2024, the Company repaid a $ 72.0 million senior mortgage associated with a preferred equity investment in Artizan, a 241 -unit stabilized apartment home community located in Oakland, CA, and subsequently issued a default notice to the third-party sponsor in January 2025, assumed full managerial control and consolidated the property.

See Note 3, Real Estate Investments, for additional details.

(2) These amounts consist of short-term loans outstanding and due from various joint ventures as of December 31, 2025 and 2024, respectively.

See Note 6, Related Party Transactions, for additional details.

(3) These amounts are receivables from lease concessions recorded on a straight-line basis for the Company’s operating properties.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

The following table presents the activity in the allowance for credit losses for notes receivable, secured for the periods presented ($ in thousands):

Mezzanine Loans Bridge Loans Total

Notes Receivable, Secured

Balance as of December 31, 2022 $ 334

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Balance as of December 31, 2025 $ 555

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(6) Related Party Transactions

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As of December 31, 2025 and 2024, $ 5.2 million and $ 5.6 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the consolidated balance sheets.

In August 2025, the Company funded an $ 81.2 million related party bridge loan to Wesco I in connection with the payoff of a mortgage related to one of Wesco I’s properties located in Southern California.

The note receivable accrued interest at 5.50 % and was paid off at maturity in December 2025.

In April 2024, the Company funded a $ 53.6 million related party bridge loan to BEX II in connection with the payoff of a mortgage associated with one of BEX II’s properties located in Southern California.

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In September 2024, the maturity date of the loan was extended to October 2024 and settled following the purchase of the BEX II portfolio in October 2024.

In August 2022, the Company funded an $ 11.2 million preferred equity investment in an entity whose sponsor includes an affiliate of MMC.

The entity owns three multifamily communities located in Azusa, CA.

The investment accrues interest based on a 9.5 % preferred return and is scheduled to mature in August 2027.

In February 2022, the Company provided a $ 32.8 million related party bridge loan to BEX II in connection with the payoff of a debt related to one of its properties located in Southern California.

The note receivable was scheduled to mature in March 2022, but was subsequently paid off in April 2022.

In January 2022, the Company provided a $ 100.7 million related party bridge loan to Wesco VI in connection with the acquisition of Vela.

The note receivable accrued interest at 2.64 % and was scheduled to mature in February 2022, but was paid off in January 2022.

Additionally, the Company received cash of $ 121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI as detailed below.

In November 2021, the Company provided a $ 48.4 million related party bridge loan in connection with the purchase of an interest in a single asset entity owning an apartment home community in Vista, CA.

The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022 but was paid off in January 2022.

ESSEX PROPERTY TRUST, INC.

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December 31, 2025, 2024, and 2023

In November 2021, the Company provided a $ 61.9 million related party bridge loan to Wesco VI in connection with the acquisition of The Rexford.

The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022, but was paid off in January 2022.

In October 2021, the Company provided a $ 30.3 million related party bridge loan to Wesco VI in connection with the acquisition of Monterra in Mill Creek.

The note receivable accrued interest at 2.30 % and was scheduled to mature in April 2022, but was paid off in January 2022.

In September 2021, the Company provided a $ 29.2 million related party bridge loan to Wesco VI in connection with the acquisition of Martha Lake Apartments.

The note receivable accrued interest at 2.15 % and was scheduled to mature in December 2021.

In December 2021, the maturity date of the note receivable was extended to March 2022, and in January 2022, the note receivable was paid off.

In August 2022, the Company funded an $ 11.2 million preferred equity investment in an entity whose sponsor includes an affiliate of MMC.

The entity owns three multifamily communities located in Azusa, CA.

The investment accrues interest based on a 9.5 % preferred return and is scheduled to mature in August 2027.

In February 2019, the Company funded a $ 24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA.

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Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of the facilities.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Unsecured debt consisted of the following as of December 31, 2025 and 2024 ($ in thousands):

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Term loan - variable rate, net $ 596,668 $ 298,571 4.7

$ 298,571 $ 298,552 2.8

Bonds public offering - fixed rate, net 5,419,253 5,175,217 7.1

1 unchanged sentence

6,015,921 5,473,788

Lines of credit (3)

137,945 — N/A

Lines of credit — 137,945 N/A

Commercial paper — — N/A

Total unsecured debt $ 6,015,921 $ 5,611,733

2 unchanged sentences

Weighted average interest rate on lines of credit 4.8 % 5.7 %

Weighted average interest rate on commercial paper — % N/A

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(1) Includes unamortized discounts, net of premiums, of $ 3.6 million and unamortized premiums, net of discounts, of $ 0.1 million and unamortized debt issuance costs of $ 30.4 million and $ 26.3 million as of December 31, 2025 and 2024, respectively.

In October 2022, the Operating Partnership obtained a $ 300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85 % with an original maturity date of October 2024 with three 12-month extension options, exercisable at the Company’s option.

In September 2024, the Company exercised its first option, extending the maturity date to October 2025.

This loan has been swapped to an all-in fixed rate of 4.2 % and the swap has a termination date of October 2026.

In April 2023, the Company drew down the $ 300.0 million unsecured term loan and in May 2023 used the proceeds to repay the Company’s $ 300.0 million unsecured notes due in May 2023.

(2) Includes unamortized premiums, net of discounts, of $ 0.1 million and unamortized discounts, net of premiums, of $ 6.1 million and unamortized debt issuance costs of $ 26.3 million and $ 25.3 million as of December 31, 2024 and 2023, respectively.

(3) Lines of credit, related to the Company’s two lines of unsecured credit aggregating $ 1.28 billion, excludes unamortized debt issuance costs of $ 6.2 million and $ 3.8 million as of December 31, 2024 and 2023, respectively.

These debt issuance costs are included in prepaid expenses and other assets in the consolidated balance sheets.

As of December 31, 2024, the Company’s $ 1.2 billion credit facility had an interest rate at the Adjusted SOFR plus 0.765 %, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature, and a scheduled maturity of January 2029 with two six-month extension options, exercisable at the Company’s option.

In September 2024, the scheduled maturity date was extended from January 2027 to January 2029.

As of December 31, 2024, the Company’s $ 75.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.765 %, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature.

Prior to its maturity in July 2024 the line of credit facility was amended such that the line’s capacity was increased from $ 35.0 million to $ 75.0 million and the scheduled maturity date was extended to July 2026.

In October 2025, the Company executed an amendment of its existing $ 300.0 million unsecured term loan to extend the maturity date from October 2027 to January 2031, inclusive of extension options exercisable at the Company’s option.

The interest rate was reduced to SOFR plus 0.85 % and is swapped to an all-in fixed rate of 4.2 % and the swap has a termination date of October 2026.

In May 2025, the Operating Partnership obtained a new $ 300.0 million unsecured term loan priced at SOFR plus 0.85 % which is based on a tiered rate structure tied to the Company’s long-term unsecured credit rating with a one-year delayed draw feature.

The Company may elect to increase this facility by up to an additional $ 300.0 million, to an aggregate size of $ 600.0 million, if the lenders permit.

This term loan is scheduled to mature in May 2028, with two one-year extension options, exercisable at the option of the Company.

As of December 31, 2025, the Company had drawn $ 300.0 million on the new term loan facility.

The Company has entered into floating-to-fixed interest rate swaps to fix the interest rate for $ 197.5 million of the new term loan facility to an all-in rate of 4.1 %.

Bonds public offering

In December 2025, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on February 15, 2036 with a coupon rate of 4.875 % per annum (the “2036 Notes”), which are payable on February 15 and August 15 of each year, beginning on August 15, 2025.

The 2036 Notes were offered to investors at a price of 99.093 % of the principal amount.

The Company intends to use the net proceeds of this offering to repay upcoming debt maturities, including to fund a portion of the repayment of the Company’s $ 450.0 million aggregate principal amount outstanding of 3.375 % senior notes due April 2026, and for other general corporate and working capital purposes, which may include the funding of potential acquisition opportunities.

These proceeds initially may be used to fund the repayment of outstanding indebtedness under the Company’s commercial paper program and unsecured credit facilities and/or invested in short-term securities.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2036 Notes, net of discount and debt issuance costs, was $ 344.0 million and zero , respectively.

In February 2025, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on April 1, 2035 with a coupon rate of 5.375 % per annum (the “2035 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2025.

The 2035 Notes were offered to investors at a price of 99.604 % of the principal amount.

The Company used the net proceeds of this offering to repay the Company’s $ 500.0 million senior unsecured notes at maturity in April 2025.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2035 Notes, net of discount and debt issuance costs, was $ 395.0 million and zero , respectively.

In March 2024, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500 % per annum (the “2034 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024.

2 unchanged sentences

In August 2024, the Operating Partnership issued an additional $ 200.0 million of the 2034 Notes at a price of 102.871 % of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110 % per annum.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2034 Notes, net of discount and debt issuance costs, was $ 549.8 million and zero , respectively.

In June 2021, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550 % per annum (the “June 2031 Notes”), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021.

The June 2031 Notes were offered to investors at a price of 99.367 % of par value.

The June 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

The Company used the net

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2034 Notes, net of discount and debt issuance costs, was $ 549.9 million and $ 549.8 million, respectively.

ESSEX PROPERTY TRUST, INC.

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proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $ 300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375 % senior unsecured notes due January 2023, and for other general corporate and working capital purposes.

The June 2031 Notes were offered to investors at a price of 99.367 % of par value.

The Company used the net proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $ 300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375 % senior unsecured notes due January 2023, and for other general corporate and working capital purposes.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the June 2031 Notes, net of discount and debt issuance costs, was $ 297.6 million and $ 297.1 million, respectively.

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These bonds are included in the line “Bonds public offering-fixed rate” in the table above, the carrying value of the January 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $ 297.2 million and $ 296.3 million, respectively as of December 31, 2025, and $ 296.7 million and $ 296.1 million, respectively as of December 31, 2024.

In August 2019, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000 % per annum (the “2030 Notes”), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020.

The 2030 Notes were offered to investors at a price of 98.632 % of the principal amount thereof.

The 2030 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc.

In October 2019, the Operating Partnership issued an additional $ 150.0 million of the 2030 notes at a price of 101.685 % of the principal amount thereof.

These additional notes have substantially identical terms as the 2030 Notes issued in August 2019.

The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness

ESSEX PROPERTY TRUST, INC.

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under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes.

The 2030 Notes were offered to investors at a price of 98.632 % of the principal amount thereof.

In October 2019, the Operating Partnership issued an additional $ 150.0 million of the 2030 Notes at a price of 101.685 % of the principal amount thereof.

These additional notes have substantially identical terms as the 2030 Notes issued in August 2019.

The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $ 547.0 million and $ 546.2 million, respectively.

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The 2025 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $ 499.9 million and $ 499.3 million, respectively.

In April 2014, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875 % per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2014 (the “2024 Notes”).

The 2024 Notes were offered to investors at a price of 99.234 % of par value.

The 2024 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc.

These bonds are

In April 2025, the Company

ESSEX PROPERTY TRUST, INC.

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December 31, 2025, 2024, and 2023

included in the line “Bonds public offering-fixed rate” in the table above.

These notes were paid off at maturity, and as of December 31, 2024, had no amount outstanding.

As of December 31, 2023, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $ 399.8 million.

repaid the 2025 Notes at maturity.

These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $ 499.9 million.

5 unchanged sentences

Maturity 2025 2024 Coupon

May 2024 $ — $ 400,000 3.875 %

April 2025 $ — $ 500,000 3.500 %

8 unchanged sentences

April 2034 550,000 550,000 5.500 %

April 2035 400,000 — 5.375 %

February 2036 350,000 — 4.875 %

March 2048 300,000 300,000 4.500 %

September 2050 300,000 300,000 2.650 %

$ 5,200,000 $ 5,050,000

The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit, as of December 31, 2024 were as follows ($ in thousands):

Total $ 5,450,000 $ 5,200,000

The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit and commercial paper, as of December 31, 2025 were as follows ($ in thousands):

2026 $ 450,000

Thereafter 3,450,000

Total $ 6,050,000

Line of credit

As of December 31, 2025, the Company had two unsecured lines of credit aggregating $ 1.58 billion, including a $ 1.5 billion unsecured line of credit and a $ 75.0 million working capital unsecured line of credit.

As of December 31, 2024 and 2023, there was $ 75.0 million and no amount outstanding on the $ 1.2 billion unsecured line of credit, respectively.

As of December 31, 2024 this credit facility had a scheduled maturity date of January 2029 with two six-month extension options, exercisable at the Company’s option.

In September 2024, the scheduled maturity date was extended from January 2027 to January 2029.

The underlying interest rate on the line is based on a tiered rate structure tied to the

This amount excludes unamortized debt issuance costs of $ 7.3 million and $ 6.2 million as of December 31, 2025 and 2024, respectively.

These debt issuance costs are included in prepaid expenses and other assets in the consolidated balance sheets.

ESSEX PROPERTY TRUST, INC.

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Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature, and is at the Adjusted SOFR plus 0.765 %.

As of December 31, 2024 and 2023, there was $ 62.9 million and no amount outstanding on the Company’s $ 75.0 million working capital unsecured line of credit, respectively.

As of December 31, 2024, the line of credit facility had a scheduled maturity date of July 2026.

As of December 31, 2025 and 2024, there was no amount and $ 75.0 million outstanding on the $ 1.5 billion unsecured line of credit, respectively.

As of December 31, 2025, this credit facility had an interest rate at the SOFR plus 0.775 %, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings and a scheduled maturity of January 2030 with two six-month extension options, exercisable at the Company’s option.

In July 2025, the Company amended this revolving credit facility increasing the borrowing capacity from $ 1.2 billion to $ 1.5 billion and extended its maturity from January 2029 to January 2030.

The Company may elect to increase the facility by up to an additional $ 1.0 billion, to an aggregate size of $ 2.5 billion, if the lenders permit.

As of December 31, 2025 and 2024, there was no amount and $ 62.9 million outstanding on the Company’s $ 75.0 million working capital unsecured line of credit, respectively.

As of December 31, 2025, this working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.775 %, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings.

The underlying interest rate on this line is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature, and is at the Adjusted SOFR plus 0.765 %.

The Company’s unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization.

The Company was in compliance with the debt covenants as of December 31, 2025 and 2024.

Commercial paper

In May 2025, the Operating Partnership established an unsecured commercial paper program (the “Commercial Paper Program”) to issue unsecured commercial paper notes with varying maturities up to 397 days from the date of issue (the “Notes”).

Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $ 750.0 million.

The Company’s $ 1.5 billion unsecured line of credit facility serves as a liquidity backstop and any issuances under the Commercial Paper Program reduce the available borrowing capacity.

The Notes will rank equally in right of payment with all other senior unsecured senior obligations of the Operating Partnership and are unconditionally guaranteed by the Company.

The Company expects to use the proceeds of the Notes for general corporate purposes and working capital purposes.

As of December 31, 2025, the Company had no amount outstanding on the unsecured commercial paper program.

The commercial paper balance excludes unamortized debt issuance of $ 0.4 million as of December 31, 2025, and are included in prepaid expenses and other assets in the consolidated balance sheets.

(8) Mortgage Notes Payable

9 unchanged sentences

Weighted average interest rate 4.4 % 4.2 %

The aggregate scheduled principal payments of mortgage notes payable as of December 31, 2024 were as follows ($ in thousands):

2025 $ 144,054

Thereafter 430,481

(1) Variable rate mortgage notes payable, including $ 220.8 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 4.2 % as of December 2024 and 4.6 % as of December 2023) including credit enhancement and underwriting fees.

Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20 % of the apartment homes are subject to tenant income criteria.

Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria.

Principal balances are due in full at various maturity dates from April 2026 through December 2046.

The Company had no interest rate cap agreements as of December 31, 2024 and 2023, respectively.

(2) In October 2024, the Company assumed $ 95.0 million of variable rate secured loans as part of its acquisition of its joint venture partner’s interests in the BEX II portfolio.

Includes total unamortized discount, net of premiums, of $ 0.2 million and total unamortized premiums, net of discount, of $ 0.5 million and reduced by unamortized debt issuance costs of $ 2.6 million and $ 3.1 million as of December 31, 2024 and 2023, respectively.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

The aggregate scheduled principal payments of mortgage notes payable as of December 31, 2025 were as follows ($ in thousands):

2026 $ 99,405

Thereafter 466,889

Total $ 787,071

(1) Variable rate mortgage notes payable, including $ 258.8 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate (approximately 3.6 % as of December 2025 and 4.2 % as of December 2024) including credit enhancement and underwriting fees.

Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20 % of the apartment homes are subject to tenant income criteria.

Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria.

Principal balances are due in full at various maturity dates from September 2026 through December 2046.

In October 2024, the Company assumed $ 95.0 million of variable rate secured loans as part of its acquisition of its joint venture partner’s interests in the BEX II portfolio.

The $ 95.0 million was paid off in September 2025.

(2) Includes total unamortized discount of $ 0.2 million and reduced by unamortized debt issuance costs of $ 2.5 million and $ 2.6 million as of December 31, 2025 and 2024, respectively.

For the Company’s mortgage notes payable as of December 31, 2025, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $ 3.5 million and $ 0.2 million, respectively.

Repayment of debt before the scheduled maturity date could result in prepayment penalties.

The prepayment penalty on the majority of the Company’s mortgage notes payable are computed by the greater of (a) 1 % of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S.

The prepayment penalty on the majority of the Company’s mortgage notes payable is computed by the greater of (a) 1 % of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S.

Treasury security which generally has an equivalent remaining term as the mortgage note.

6 unchanged sentences

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In October 2024, the Company acquired its joint venture partner’s interest in the BEX II portfolio and assumed $ 95.0 million of variable rate mortgage notes payable with one interest rate swap that effectively converts $ 47.5 million to an all-in fixed rate of 2.83 %.

This variable rate mortgage notes payable matures in April 2026 with one 12-month extension option, exercisable at the Company’s option and the swap has a termination date of March 2026.

This derivative qualifies for hedge accounting.

In September 2022, the Company entered into one forward starting interest rate swap, with settlement payments commencing in May 2023, related to the $ 300.0 million unsecured term loan entered into in October 2022.

In April 2023, the Company drew down the $ 300.0 million term loan priced at Adjusted SOFR plus 0.85 %, which has been swapped to an all-in fixed rate of 4.2 %.

The term loan matures in October 2025 with two 12-month extension options, each exercisable at the Company’s option and the swap has a termination date of October 2026.

This derivative qualifies for hedge accounting.

As of December 31, 2024 and 2023, the Company had an outstanding balance on the unsecured term loan of $ 300.0 million.

The Company has two unsecured term loans with an outstanding balance of $ 600.0 million as of December 31, 2025.

The Company has five interest rate swap contracts with an aggregate notional amount of $ 497.5 million that effectively fixed the interest rate on the $ 600.0 million unsecured term loans at 4.1 %.

The Company has two forward starting interest rate contracts with an aggregate notional amount of $ 150.0 million which will be effective at a future date.

These derivatives qualify for hedge accounting.

In April 2025, the Company entered into three interest rate swap contracts related to the $ 300.0 million unsecured term loan entered into in May 2025.

In September 2025, the Company had a $ 47.5 million interest rate swap related to debt that was paid off and subsequently applied the swap to this term loan.

In September 2022, the Company entered into one interest rate swap, with settlement payments commencing in May 2023, related to the $ 300.0 million unsecured term loan entered into in October 2022.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

In June 2025, the Company entered into a $ 50.0 million forward starting interest rate swap that effectively fixes $ 50.0 million of this term loan which will be effective at a future date.

In December 2025, the Company entered into a $ 100.0 million forward starting interest rate swap that effectively fixes $ 100.0 million of this term loan which will be effective at a future date.

As of December 31, 2025 and 2024, the aggregate carrying value of the interest rate swap contracts was an asset of $ 2.0 million and $ 5.5 million, respectively, included in prepaid expenses and other assets in the consolidated balance sheets.

The Company has four total return swap contracts, with an aggregate notional amount of $ 220.8 million that effectively convert mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index (“SIFMA”) plus a spread.

The Company can currently settle all four total return swaps with $ 220.8 million of the outstanding debt at par.

The Company has five total return swap contracts, with an aggregate notional amount of $ 258.8 million that effectively convert mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index (“SIFMA”) plus a spread.

The Company can currently settle all five total return swaps with $ 258.8 million of the outstanding debt at par.

These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2025 and 2024, respectively.

The Company’s total return swaps are scheduled to mature between December 2027 and December 2034.

The Company’s total return swaps are scheduled to mature between December 2027 and September 2035.

Realized gains of $ 4.7 million, $ 3.1 million, and $ 3.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, were reported in the consolidated statements of income as total return swap income.

6 unchanged sentences

A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the offered rate or gives notice not to renew, the lease will be automatically renewed for a successive, like term up to a maximum of 12 months.

1 unchanged sentence

Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term.

The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal.

The commercial lease renewal options are subject to associated increases in rental rates due to market based or fixed prices and certain other conditions.

Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space.

2 unchanged sentences

Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2025 is summarized as follows ($ in thousands):

2 unchanged sentences

Thereafter 16,055

Total $ 965,435

Practical Expedients

The Company accounts for operating lease (e.g., fixed payments including rent) and non-lease components (e.g., utility reimbursements and common-area maintenance costs) as a single combined lease component under ASC 842 “Leases” as the lease components are the predominant elements of the combined components.

1 unchanged sentence

As of December 31, 2025, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties and equipment.

The Company has four office leases with lease expiration dates ranging from 2025 to 2026, and seven ground leases and the parking lease with lease expiration dates ranging from to 2027 to 2083.

The Company has three office leases with lease expiration dates ranging from 2026 to 2030, and seven ground leases and the parking lease with lease expiration dates ranging from 2027 to 2083.

The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.

51 unchanged sentences

The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the “2021 ATM Program”), which was terminated upon the establishment of the 2024 ATM Program.

For the years ended December 31, 2024 and 2023, the Company did not sell any shares of its common stock through either agreement.

As of December 31, 2024 a total of $ 900.0 million of shares remain available to be sold.

For the years ended December 31, 2025 and 2024, the Company did not sell any shares of its common stock through the 2024 ATM Program nor the 2021 ATM Program.

During the year ended December 31, 2025, the Company entered into forward sale agreements with certain financial institutions acting as forward purchasers under the 2024 ATM Program with respect to 52,600 shares of common stock at an initial gross weighted average forward price of $ 314.06 per share, which are to be settled by September 2026.

The Company did not enter into any forward sale agreements during the year ended December 31, 2024.

As of December 31, 2025, a total of $ 900.0 million of shares remain available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.

Operating Partnership Units and Long-Term Incentive Plan (“LTIP”) Units

10 unchanged sentences

The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was $ 588.9 million and $ 665.4 million based on the closing price of Essex’s common stock as of December 31, 2025 and 2024, respectively.

In September 2024, as part of the acquisition of its joint venture partner’s 50 % common equity interest in Century Towers, the Company issued 81,737 OP Units at an agreed upon price of $ 305 per unit.

See Note 3, Real Estate Investments, for additional details.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

(13) Net Income Per Common Share and Net Income Per Common Unit

Essex Property Trust, Inc.

Basic and diluted income per share was calculated as follows ($ in thousands, except share and per share amounts):

Basic and diluted income per share was calculated as follows ($ in thousands, except per share amounts):

Year Ended December 31,

9 unchanged sentences

The related income allocated to these convertible OP Units aggregated $ 23.6 million, $ 26.4 million and $ 14.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Stock options of 265,378 , 508,276 , and 253,845 for the years ended December 31, 2024, 2023 and 2022, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for the years ended and, therefore, were anti-dilutive.

Stock options of 253,048 , 265,378 , and 508,276 for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for those years ended and, therefore, were anti-dilutive.

Essex Portfolio, L.P.

Basic and diluted income per unit was calculated as follows ($ in thousands, except unit and per unit amounts):

Basic and diluted income per unit was calculated as follows ($ in thousands, except per unit amounts):

Year Ended December 31,

13 unchanged sentences

December 31, 2025, 2024, and 2023

Stock options of 265,378 , 508,276 , and 253,845 , for the years ended December 31, 2024, 2023 and 2022, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for the years ended and, therefore, were anti-dilutive.

Stock options of 253,048 , 265,378 , and 508,276 , for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for those years ended and, therefore, were anti-dilutive.

(14) Equity Based Compensation Plans

6 unchanged sentences

Costs for stock options and restricted stock awards under the fair value method totaled $ 10.2 million, $ 7.7 million, and $ 12.1 million for years ended December 31, 2025, 2024 and 2023, respectively.

For each of the years ended December 31, 2023, and 2022 costs included $ 3.5 million related to restricted stock awards for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively.

For the year ended December 31, 2023, costs included $ 3.5 million related to restricted stock awards for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively.

Stock-based compensation expense from stock options and restricted stock awards issued to recipients who are direct and incremental to projects under development were capitalized and totaled $ 0.6 million, $ 0.5 million, and $ 0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The intrinsic value of stock options exercised totaled $ 4.5 million, zero , and $ 7.6 million, for the years ended December 31, 2024, 2023 and 2022 respectively.

The intrinsic value of stock options exercised totaled $ 3.5 million, $ 4.5 million, and zero , for the years ended December 31, 2025, 2024 and 2023 respectively.

The intrinsic value of stock options exercisable totaled $ 2.8 million and $ 9.5 million as of December 31, 2025 and 2024, respectively.

Restricted stock awards

The Company estimates the fair value of restricted stock awards on the grant date using a Monte Carlo simulation based upon total shareholder return metrics, the trailing 20-day average stock price, dividend yields and expected volatility rates.

The Company estimates the fair value of certain restricted stock awards on the grant date using a Monte Carlo simulation based upon total shareholder return metrics, the trailing 20-day average stock price, dividend yields and expected volatility rates.

Stock-based compensation expense for restricted stock awards having performance-based conditions is recognized over the requisite service period when the conditions become probable of achievement.

Service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

Service-based conditions include vesting periods of three years or less and are forfeited if required conditions are not met.

The following table summarizes information about the Company’s restricted stock awards:

2 unchanged sentences

Shares Weighted-

date fair value

Shares Weighted-

date fair value

Shares Weighted-

date fair value Shares Weighted-

date fair value

4 unchanged sentences

Unvested at end of year 95,147 $ 235.88 101,929 $ 211.27 101,701 $ 197.22

The unrecognized compensation cost related to unvested restricted stock totaled $ 15.4 million as of December 31, 2025 and is expected to be recognized over a period of 1.7 years.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

The unrecognized compensation cost related to unvested restricted stock totaled $ 10.2 million as of December 31, 2024 and is expected to be recognized over a period of 1.9 years.

Stock option awards

2 unchanged sentences

Stock options are granted with an exercise price not less than 100 % of the estimated fair value of the shares on the date of grant and generally have a contractual life of 10 years.

Awards subject to service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

Total unrecognized compensation cost related to unvested stock options totaled $ 0.4 million as of December 31, 2024 and the unrecognized compensation cost is expected to be recognized over a period of 0.9 years.

The average fair value of stock options granted for the years ended December 31, 2023 and 2022 was $ 21.24 and $ 23.39 , respectively.

No stock options were granted during the year ended December 31, 2024.

Stock options granted in 2023 and 2022 include a $ 100 cap on the appreciation of the market price over the exercise price.

Awards subject to service-based conditions include vesting periods of three years or less and are forfeited if required conditions are not met.

There were no unrecognized compensation costs and all stock options were vested as of December 31, 2025.

No stock options were granted during the years ended December 31, 2025 and 2024.

The average fair value of stock options granted for the year ended December 31, 2023 was $ 21.24 .

Stock options granted in 2023 include a $ 100 cap on the appreciation of the market price over the exercise price.

Stock options have the following weighted average assumptions:

2 unchanged sentences

Risk-free interest rates — — 4.06 %

Expected lives — 6 years 6 years

Expected lives — — 6 years

Volatility — — 36.00 %

19 unchanged sentences

Awards are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company.

The estimated fair value of the awards was determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered the Company’s stock price on the date of grant, unpaid dividends on unvested awards and a discount factor for ten years of illiquidity.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2025, 2024, and 2023

The estimated fair value of the awards were determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered the Company’s stock price on the date of grant, unpaid dividends on unvested awards and a discount factor for ten years of illiquidity.

In December 2013, the Operating Partnership issued 2014 Long-Term Incentive Plan award units to executives of the Company.

3 unchanged sentences

Awards are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company.

The following table summarizes information about the Company’s 2015 and 2014 Plans:

The following table summarizes information about the Company’s 2015 and 2014 LTIP awards:

Total Vested and

5 unchanged sentences

Balance as of December 31, 2025 54,547 $ 85.60

Equity-based compensation costs and total unrecognized compensation costs for 2015 and 2014 Plan awards under the fair value method totaled zero for the years ended December 31, 2024, 2023 and 2022.

There was no equity-based compensation costs and total unrecognized compensation costs for the 2015 and 2014 Plan awards for the years ended December 31, 2025, 2024 and 2023.

The intrinsic value of vested awards totaled $ 14.3 million as of December 31, 2025.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(15) Segment Information

6 unchanged sentences

Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income (loss).

Non-segment revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule also consist of revenues generated from retail space, commercial properties, held for sale properties and disposition properties.

Other real estate assets revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line adjustments for concessions.

Executive management does not evaluate such operating performance geographically.

Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.

8 unchanged sentences

2025 2024 2023

Rental and other property revenue (1)

Property operating expenses, including real estate taxes Net operating income Rental and other property revenue (1)

Property operating expenses, including real estate taxes Net operating income

Rental and other property revenue Property operating expenses, including real estate taxes Net operating income Rental and other property revenue Property operating expenses, including real estate taxes Net operating income Rental and other property revenue Property operating expenses, including real estate taxes Net operating income

Southern California $ 763,124 $ 225,015 $ 538,109 $ 714,975 $ 208,380 $ 506,595 $ 654,422 $ 190,897 $ 463,525

2 unchanged sentences

Other real estate assets 40,609 7,025 33,584 90,383 23,539 66,844 92,870 27,486 65,384

47,786 8,543 39,243 51,398 12,351 39,047 62,498 15,358 47,140

Total $ 1,877,964 $ 558,986 $ 1,318,978 $ 1,764,185 $ 521,536 $ 1,242,649 $ 1,658,264 $ 487,758 $ 1,170,506

9 unchanged sentences

Total return swap income 4,729 3,099 3,148

Interest and other income (loss) 80,951 46,259 ( 19,040 )

Interest and other income 20,004 80,951 46,259

Equity income from co-investments 35,464 48,206 10,561

Tax benefit (expense) on unconsolidated co-investments 2,096 929 ( 697 )

Loss on early retirement of debt, net — — ( 2 )

Gain on remeasurement of co-investments 210,555 — 17,423

Loss on early retirement of debt ( 762 ) — —

Gain on remeasurement of co-investment 330 210,555 —

Net income $ 702,773 $ 811,306 $ 430,708

(1) Segment revenue excludes management and other fees from affiliates and interest and other income.

(2) Other real estate assets consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line rent adjustments for concessions.

Executive management does not evaluate such operating performance geographically.

ESSEX PROPERTY TRUST, INC.

20 unchanged sentences

(1) Includes retail space, commercial properties, held for sale properties and disposition properties.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(16) 401(k) Plan

The Company has a 401(k) benefit plan (the “Plan”) for all eligible employees.

Employee contributions are limited by the maximum allowed under Section 401(k) of the Internal Revenue Code.

Employee contributions are limited by the maximum allowed under Section 401(k) of the IRC.

The Company matches 50 % of the employee contributions up to a specified maximum.

12 unchanged sentences

These transactions are within the Company’s control.

Although the Company intends to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, if the Company were to sell the contributed assets, the tax liabilities incurred may have a material impact on the Company’s financial position.

Although the Company intends to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the IRC, if the Company were to sell the contributed assets, the tax liabilities incurred may have a material impact on the Company’s financial position.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

There continue to be lawsuits against owners and managers of certain of the Company’s apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities.

12 unchanged sentences

The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”).

Through PWI, the Company is self-insured for earthquake related losses.

Through PWI, the Company is self-insured for earthquake related losses for certain properties.

Additionally, PWI provides property and casualty insurance coverage for the first $ 5.0 million of the Company’s property level insurance claims per incident.

1 unchanged sentence

These assets were consolidated in the Company’s financial statements.

The Company has obtained limited third party seismic insurance on selected assets in the Company’s co-investments.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

For all remaining consolidated properties and selected assets with the Company’s co-investments, the Company has obtained limited third party seismic insurance.

A number of purported class actions were filed against RealPage, Inc., a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company.

The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels.

The Company intends to vigorously defend against these lawsuits.

The Company is vigorously defending against these lawsuits.

The Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters.

1 unchanged sentence

The Company believes that, with respect to such matters that it is currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations or cash flows.

To the extent that such a matter arises or is identified in the future that has other than a remote risk of having a material impact on the consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter.

To the extent that such a matter arises or is identified in the future and the Company believes it will have a material impact on the consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter.

The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, impairment will be recognized.

(18) Subsequent Events

In January 2025, the Company acquired The Plaza, a 307 -unit apartment home community located in Foster City, CA for a contract price of $ 161.4 million.

In the fourth quarter of 2024, the Company repaid a $ 72.0 million senior mortgage associated with a preferred equity investment in a stabilized apartment home community located in Oakland, CA and subsequently issued a default notice in January 2025 and assumed full managerial control.

In February 2025, the Company issued $ 400.0 million aggregate principal amount of senior unsecured notes due April 1, 2035.

The notes are priced at 99.60 % of par value with interest payable semiannually at a per annum rate of 5.375 % with the first interest payment due October 1, 2025.

The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements .

ESSEX PROPERTY TRUST, INC.

11 unchanged sentences

Encumbered communities

101 San Fernando 323 San Jose, CA $ 37,681 $ 4,173 $ 58,961 $ 23,239 $ 4,173 $ 82,200 $ 86,373 $ ( 47,536 ) 2001 Jul-10 3-30

Belmont Station 275 Los Angeles, CA 29,361 8,100 66,666 11,984 8,267 78,483 86,750 ( 48,159 ) 2009 Mar-09 3-30

Bridgeport 184 Newark, CA 29,600 11,825 52,268 95 11,825 52,363 64,188 ( 382 ) 1987 Oct-24 3-30

Brio 300 Walnut Creek, CA 64,860 16,885 151,741 5,796 16,885 157,537 174,422 ( 38,823 ) 2015 Jun-19 3-30

Fountain Park 705 Playa Vista, CA 83,135 25,073 94,980 50,647 25,203 145,497 170,700 ( 109,028 ) 2002 Feb-04 3-30

Highridge 255 Rancho Palos Verdes, CA 69,487 5,419 18,347 40,501 6,073 58,194 64,267 ( 49,226 ) 1972 May-97 3-30

Hillsborough Park 235 La Habra, CA 41,300 13,381 85,332 123 13,381 85,455 98,836 ( 616 ) 1999 Oct-24 3-30

Lawrence Station 336 Sunnyvale, CA 76,925 45,532 106,735 8,367 45,532 115,102 160,634 ( 51,465 ) 2012 Apr-14 5-30

6 unchanged sentences

161 Anaheim, CA 14,958 — 8,520 10,294 2,353 16,461 18,814 ( 14,676 ) 1984 Apr-00 3-30

The Carlyle 132 San Jose, CA 24,100 6,344 48,086 202 6,344 48,288 54,632 ( 351 ) 2000 Oct-24 3-30

The Commons 264 Campbell, CA 57,765 12,555 29,307 14,675 12,556 43,981 56,537 ( 26,334 ) 1973 Jul-10 3-30

2 unchanged sentences

The Huxley 187 West Hollywood, CA 51,222 19,362 75,641 8,466 19,371 84,098 103,469 ( 31,925 ) 2014 Mar-15 3-30

Township 132 Redwood City, CA 44,353 19,812 70,619 2,854 19,812 73,473 93,285 ( 14,052 ) 2014 Sep-19 3-30

4,126 $ 784,347 $ 281,264 $ 1,062,664 $ 200,547 $ 283,931 $ 1,260,544 $ 1,544,475 $ ( 551,453 )

Unencumbered Communities

1250 Lakeside 250 Sunnyvale, CA $ — $ 15,104 $ 128,290 $ 8 $ 15,104 $ 128,298 $ 143,402 $ ( 555 ) 2021 Nov-25 3-30

Agora 49 Walnut Creek, CA — 4,932 60,423 3,391 4,934 63,812 68,746 ( 13,274 ) 2016 Jan-20 3-30

7 unchanged sentences

ARLO Mountain View 164 Mountain View, CA — 19,918 80,377 778 19,918 81,155 101,073 ( 4,709 ) 2018 May-24 3-30

Artizan 241 Oakland, CA — 12,560 81,356 — 12,560 81,356 93,916 ( 2,746 ) 2022 Jan-25 3-30

Ascent 90 Kirkland, WA — 3,924 11,862 4,240 3,924 16,102 20,026 ( 8,304 ) 1988 Oct-12 3-30

Ashton Sherman Village 264 Los Angeles, CA — 23,550 93,811 5,933 23,550 99,744 123,294 ( 31,630 ) 2014 Dec-16 3-30

Avant 443 Los Angeles, CA — 32,379 137,940 14,138 32,379 152,078 184,457 ( 54,402 ) 2014 Jun-15 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Ascent 90 Kirkland, WA — 3,924 11,862 3,847 3,924 15,709 19,633 ( 7,589 ) 1988 Oct-12 3-30

Ashton Sherman Village 264 Los Angeles, CA — 23,550 93,811 4,297 23,550 98,108 121,658 ( 27,769 ) 2014 Dec-16 3-30

Avant 443 Los Angeles, CA — 32,379 137,940 11,972 32,379 149,912 182,291 ( 48,437 ) 2014 Jun-15 3-30

Avenue 64 224 Emeryville, CA — 27,235 64,403 19,769 27,235 84,172 111,407 ( 34,930 ) 2007 Apr-14 5-30

15 unchanged sentences

Bridle Trails 108 Kirkland, WA — 1,500 5,930 8,218 1,531 14,117 15,648 ( 12,002 ) 1986 Oct-97 3-30

Bridgeport 184 Newark, CA — 11,825 52,268 507 11,825 52,775 64,600 ( 2,257 ) 1987 Oct-24 3-30

Brighton Ridge 264 Renton, WA — 2,623 10,800 12,886 2,656 23,653 26,309 ( 19,098 ) 1986 Dec-96 3-30

11 unchanged sentences

Castle Creek 216 Newcastle, WA — 4,149 16,028 9,075 4,833 24,419 29,252 ( 22,039 ) 1998 Dec-98 3-30

Catalina Gardens 128 Los Angeles, CA — 6,714 26,856 5,639 6,714 32,495 39,209 ( 14,064 ) 1987 Apr-14 5-30

Cedar Terrace 180 Bellevue, WA — 5,543 16,442 12,412 5,652 28,745 34,397 ( 20,784 ) 1984 Jan-05 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Catalina Gardens 128 Los Angeles, CA — 6,714 26,856 5,127 6,714 31,983 38,697 ( 12,629 ) 1987 Apr-14 5-30

Cedar Terrace 180 Bellevue, WA — 5,543 16,442 11,939 5,652 28,272 33,924 ( 19,391 ) 1984 Jan-05 3-30

CentrePointe 224 San Diego, CA — 3,405 7,743 26,010 3,442 33,716 37,158 ( 28,633 ) 1974 Jun-97 3-30

21 unchanged sentences

Esplanade San Diego 614 San Diego, CA — 56,327 167,072 4,852 56,327 171,924 228,251 ( 10,755 ) 1986 Mar-24 3-30

Essex Skyline 350 Santa Ana, CA — 21,537 146,099 21,482 21,537 167,581 189,118 ( 76,073 ) 2008 Apr-10 3-30

Evergreen Heights 200 Kirkland, WA — 3,566 13,395 10,976 3,649 24,288 27,937 ( 21,022 ) 1990 Jun-97 3-30

5 unchanged sentences

Foothill Gardens/Twin Creeks 176 San Ramon, CA — 5,875 13,992 17,675 5,964 31,578 37,542 ( 26,673 ) 1985 Feb-97 3-30

Forest View 192 Renton, WA — 3,731 14,530 6,412 3,731 20,942 24,673 ( 15,232 ) 1998 Oct-03 3-30

Form 15 242 San Diego, CA — 24,510 72,221 16,535 25,540 87,726 113,266 ( 31,683 ) 2014 Mar-16 3-30

Foster’s Landing 490 Foster City, CA — 61,714 144,000 22,272 61,714 166,272 227,986 ( 73,329 ) 1987 Apr-14 5-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Forest View 192 Renton, WA — 3,731 14,530 6,058 3,731 20,588 24,319 ( 14,204 ) 1998 Oct-03 3-30

Form 15 242 San Diego, CA — 24,510 72,221 15,679 25,540 86,870 112,410 ( 27,976 ) 2014 Mar-16 3-30

Foster’s Landing 490 Foster City, CA — 61,714 144,000 20,558 61,714 164,558 226,272 ( 66,777 ) 1987 Apr-14 5-30

Fountain Court 320 Seattle, WA — 6,702 27,306 17,933 6,985 44,956 51,941 ( 38,560 ) 2000 Mar-00 3-30

Fountains at River Oaks 226 San Jose, CA — 26,046 60,773 10,138 26,046 70,911 96,957 ( 31,886 ) 1990 Apr-14 3-30

Fourth & U 171 Berkeley, CA — 8,879 52,351 6,399 8,879 58,750 67,629 ( 30,066 ) 2010 Apr-10 3-30

Fox Plaza 445 San Francisco, CA — 39,731 92,706 45,825 39,731 138,531 178,262 ( 77,012 ) 1968 Feb-13 3-30

3 unchanged sentences

Hillcrest Park 608 Newbury Park, CA — 15,318 40,601 35,169 15,755 75,333 91,088 ( 60,913 ) 1973 Mar-98 3-30

Hillsborough Park 235 La Habra, CA — 13,381 85,332 817 13,381 86,149 99,530 ( 3,638 ) 1999 Oct-24 3-30

Hope Ranch 108 Santa Barbara, CA — 4,078 16,877 4,583 4,208 21,330 25,538 ( 13,483 ) 1965 Mar-07 3-30

22 unchanged sentences

Mission Peaks 453 Fremont, CA — 46,499 108,498 16,126 46,499 124,624 171,123 ( 54,923 ) 1995 Apr-14 5-30

Mission Peaks II 336 Fremont, CA — 31,429 73,334 14,268 31,429 87,602 119,031 ( 39,802 ) 1989 Apr-14 5-30

Montanosa 472 San Diego, CA — 26,697 106,787 18,437 26,697 125,224 151,921 ( 53,799 ) 1990 Apr-14 5-30

Montclaire 390 Sunnyvale, CA — 4,842 19,776 36,272 4,997 55,893 60,890 ( 49,685 ) 1973 Dec-88 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Mission Peaks II 336 Fremont, CA — 31,429 73,334 13,448 31,429 86,782 118,211 ( 36,113 ) 1989 Apr-14 5-30

Montanosa 472 San Diego, CA — 26,697 106,787 17,053 26,697 123,840 150,537 ( 48,451 ) 1990 Apr-14 5-30

Montclaire 390 Sunnyvale, CA — 4,842 19,776 32,880 4,997 52,501 57,498 ( 48,678 ) 1973 Dec-88 3-30

Montebello 248 Kirkland, WA — 13,857 41,575 19,686 13,858 61,260 75,118 ( 29,398 ) 1996 Jul-12 3-30

3 unchanged sentences

Mylo 476 Santa Clara, CA — 6,472 206,098 1,663 6,472 207,761 214,233 ( 55,159 ) 2021 Jun-21 3-30

One Hundred Grand 166 Foster City, CA — 20,150 84,535 809 20,150 85,344 105,494 ( 2,373 ) 2016 Feb-25 3-30

1000 Kiely 121 Santa Clara, CA — 9,359 21,845 12,262 9,359 34,107 43,466 ( 20,493 ) 1971 Mar-11 3-30

24 unchanged sentences

Regency at Encino 75 Encino, CA — 3,184 12,737 6,485 3,184 19,222 22,406 ( 11,618 ) 1989 Dec-09 3-30

Regency Palm Court 116 Los Angeles, CA — 7,763 28,019 2,273 7,763 30,292 38,055 ( 4,013 ) 1987 Jul-22 3-30

Renaissance at Uptown Orange 460 Orange, CA — 27,870 111,482 17,727 27,870 129,209 157,079 ( 53,979 ) 2007 Apr-14 5-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Regency Palm Court 116 Los Angeles, CA — 7,763 28,019 1,915 7,763 29,934 37,697 ( 2,778 ) 1987 Jul-22 3-30

Renaissance at Uptown Orange 460 Orange, CA — 27,870 111,482 12,929 27,870 124,411 152,281 ( 48,860 ) 2007 Apr-14 5-30

Reveal 438 Woodland Hills, CA — 25,073 121,314 9,794 25,073 131,108 156,181 ( 52,605 ) 2010 Apr-15 3-30

Revere Campbell 168 Campbell, CA — 22,535 93,977 941 22,535 94,918 117,453 ( 2,064 ) 2015 May-25 3-30

ROEN Menlo Park 146 Menlo Park, CA — 19,319 59,233 468 19,319 59,701 79,020 ( 1,682 ) 2017 Feb-25 3-30

Salmon Run at Perry Creek 132 Bothell, WA — 3,717 11,483 6,065 3,801 17,464 21,265 ( 13,242 ) 2000 Oct-00 3-30

Sammamish View 153 Bellevue, WA — 3,324 7,501 10,147 3,331 17,641 20,972 ( 15,826 ) 1986 Nov-94 3-30

101 San Fernando 323 San Jose, CA — 4,173 58,961 21,977 4,173 80,938 85,111 ( 43,538 ) 2001 Jul-10 3-30

San Marcos 432 Richmond, CA — 15,563 36,204 43,841 22,866 72,742 95,608 ( 52,605 ) 2003 Nov-03 3-30

11 unchanged sentences

Taylor 28 197 Seattle, WA — 13,915 57,700 6,851 13,915 64,551 78,466 ( 27,990 ) 2008 Apr-14 5-30

TENTEN Downtown 376 Los Angeles, CA — 22,671 144,203 — 22,671 144,203 166,874 ( 629 ) 2021 Nov-25 3-30

The Audrey at Belltown 137 Seattle, WA — 9,228 36,911 3,757 9,228 40,668 49,896 ( 17,421 ) 1992 Apr-14 5-30

3 unchanged sentences

The Cairns 99 Seattle, WA — 6,937 20,679 4,172 6,939 24,849 31,788 ( 15,798 ) 2006 Jun-07 3-30

The Carlyle 132 San Jose, CA — 6,344 48,086 1,216 6,344 49,302 55,646 ( 2,115 ) 2000 Oct-24 3-30

The Elliot at Mukilteo 301 Mukilteo, WA — 2,498 10,595 21,773 2,824 32,042 34,866 ( 28,687 ) 1981 Jan-97 3-30

The Grand 243 Oakland, CA — 4,531 89,208 9,975 4,531 99,183 103,714 ( 54,725 ) 2009 Jan-09 3-30

The Hallie 292 Pasadena, CA — 2,202 4,794 59,333 8,385 57,944 66,329 ( 52,643 ) 1972 Apr-97 3-30

17 unchanged sentences

The Palms at Laguna Niguel 460 Laguna Niguel, CA — 23,584 94,334 19,723 23,584 114,057 137,641 ( 51,662 ) 1988 Apr-14 5-30

The Parc at Pruneyard 252 Campbell, CA — 31,068 91,156 570 31,068 91,726 122,794 ( 2,045 ) 1968 May-25 3-30

The Plaza 307 Foster City, CA — 34,341 126,428 846 34,341 127,274 161,615 ( 3,908 ) 2013 Jan-25 3-30

The Stuart 188 Pasadena, CA — 13,574 54,298 6,488 13,574 60,786 74,360 ( 26,076 ) 2007 Apr-14 5-30

3 unchanged sentences

Tiffany Court 101 Los Angeles, CA — 6,949 27,796 4,046 6,949 31,842 38,791 ( 13,810 ) 1987 Apr-14 5-30

Township 132 Redwood City, CA — 19,812 70,619 3,080 19,812 73,699 93,511 ( 16,851 ) 2014 Sep-19 3-30

Trabuco Villas 132 Lake Forest, CA — 3,638 8,640 7,997 3,890 16,385 20,275 ( 13,058 ) 1985 Oct-97 3-30

5 unchanged sentences

Village Green 272 La Habra, CA — 6,488 36,768 9,356 6,488 46,124 52,612 ( 20,184 ) 1971 Apr-14 5-30

ViO 234 San Jose, CA — 13,577 87,059 225 13,577 87,284 100,861 ( 645 ) 2016 Sep-25 3-30

Vista Belvedere 76 Tiburon, CA — 5,573 11,901 12,111 5,573 24,012 29,585 ( 17,827 ) 1963 Aug-04 3-30

54 unchanged sentences

Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company’s Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.

Indenture, dated March 17, 2015, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S.

Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2025 and the guarantee thereof, attached as Exhibit 4.1 to the Company ’ s Current Report on Form 8-K, filed March 17, 2015, and incorporated herein by reference.

Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S.

20 unchanged sentences

Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.

Second Supplemental Indenture, dated February 18, 2025, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S.

Bank Trust Company, National Association, as trustee, including the form of 5.375% Senior Notes due 2035 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 18, 2025, and incorporated herein by reference.

Third Supplemental Indenture, dated December 1 2 , 2025 , among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S.

Bank Trust Company, National Association, as trustee, including the form of 4.875 % Senior Notes due 203 6 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed December 1 2 , 2025 , and incorporated herein by reference.

Agreement between Essex Property Trust, Inc.

4 unchanged sentences

Form of Indemnification Agreement between Essex Property Trust, Inc.

and its directors and officers.

Modification Agreement, dated July 30, 2012, attached as Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q , filed August 6, 2012, and incorporated herein by reference.

Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q , filed No vember 5, 2012, and incorporated herein by reference.

and its directors and officers, attached as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed February 18, 2025, and incorporated herein by reference.

Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed November 5, 2012, and incorporated herein by reference.

Amended and Restated Essex Property Trust Inc.

4 unchanged sentences

2013 Employee Stock Purchase Plan, attached as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.

Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q , filed No vember 4, 2013, and incorporated herein by reference.

Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 4, 2013, and incorporated herein by reference.

Amended and Restated Non-Employee Director Equity Award Program, dated May 17, 2016, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.

Fourth Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 20, 2018, attached as Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference.

Third Modification Agreement, dated as of January 29, 2014 by and among Essex Portfolio, L.P., U.S.

Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company ’ s Current Report on Form 8-K, filed January 31, 2014, and incorporated herein by reference.

Forms of Essex Property Trust, Inc., Essex Portfolio L.P., Long-Term Incentive Plan Award Agreements, attached as Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference.

7 unchanged sentences

Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted commencing fiscal year 2024, attached as Exhibit 10.19 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.

Fifth Amended and Restated Revolving Credit Agreement, dated September 25, 2024, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company’s Quarterly Report on For m 10-Q , filed October 30, 2024, and incorporated herein by reference.

Deferred Compensation Plan for Non-Employee Directors, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 7, 2020, and incorporated herein by reference.

Executive Transition Services Agreement, dated as of October 3, 2022, by and between Essex Property Trust, Inc.

and Michael J.

Schall, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 3, 2022 , and incorporated herein by reference.

Essex Property Trust, Inc.

Insider Trading Policy

Sixth Amended and Restated Revolving Credit Agreement, dated July 7, 2025, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed July 30, 2025, and incorporated herein by reference.

Term Loan Agreement, dated as of May 20, 2025, among Essex Portfolio, L.P., U.S.

Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed July 30, 2025, and incorporate d herein by reference.

Amended and Restated Term Loan Agreement , dated October 10, 2025, among Essex Portfolio, L.P., U.S.

Bank National Association, as Administrative Agent and Lender and the other lenders party thereto.

Essex Pro p erty Trust, Inc.

Insider Trading Policy, attached as Exhibit 19.1 to the Company's Annual Report on Form 10-K, filed February 21, 2025, and incorporated herein by reference.

List of Subsidiaries of Essex Property Trust, Inc.

24 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation dated as of October 2, 2023, attached as Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.

Material Federal Income Tax Considerations

101.INS XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement.

* Filed or furnished herewith.

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

# Management contract or compensatory plan or arrangement.

† The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 21, 2025.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ESSEX PROPERTY TRUST, INC .

February 20, 2026

/s/ BARBARA PAK

1 unchanged sentence

(Authorized Officer, Principal Financial Officer)

February 20, 2026

/s/ BRENNAN MCGREEVY

3 unchanged sentences

Essex Property Trust, Inc., its general partner

February 20, 2026

/s/ BARBARA PAK

1 unchanged sentence

(Authorized Officer, Principal Financial Officer)

February 20, 2026

/s/ BRENNAN MCGREEVY

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angela L.

Kleiman and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.

Kleiman and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each Registrant and in the capacities and on the dates indicated.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures