Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Essex Property Trust, Inc.
As of December 31, 2025, Essex carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, Essex’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Essex’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, 2025. 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, 2025, its internal control
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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.
Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, Essex’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Essex Portfolio, L.P.
As of December 31, 2025, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Operating Partnership’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by COSO. The Operating Partnership’s management has concluded that, as of December 31, 2025, its internal control over financial reporting was effective based on these criteria.
Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
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
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Partnership’s Registration Statement on Form S-3 (File No. 333-281244) filed with the Securities and Exchange Commission on August 5, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
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 heading “Board and Corporate Governance Matters,” to be filed with the SEC within 120 days of December 31, 2025. The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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 heading “Security Ownership of Certain Beneficial Owners and Management,” to be filed with the SEC within 120 days of December 31, 2025.
Item 13. Certain Relationships and Related Transactions and Director Independence
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 heading “Certain Relationships and Related Person Transactions,” to be filed with the SEC within 120 days of December 31, 2025.
Item 14. Principal Accounting Fees and Services
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 “Report of the Audit Committee” and “Fees Paid to KPMG LLP,” to be filed with the SEC within 120 days of December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(A) Financial Statements
(1) Consolidated Financial Statements of Essex Property Trust, Inc. Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)
F- 1
Consolidated Balance Sheets: As of December 31, 2025 and 2024
F- 6
Consolidated Statements of Income: Years ended December 31, 2025, 2024 and 2023
F- 7
Consolidated Statements of Comprehensive Income: Years ended December 31, 2025, 2024 and 2023
F- 8
Consolidated Statements of Equity: Years ended December 31, 2025, 2024 and 2023
F- 9
Consolidated Statements of Cash Flows: Years ended December 31, 2025, 2024 and 2023
F- 11
Notes to Consolidated Financial Statements F- 20
(2) Consolidated Financial Statements of Essex Portfolio, L.P.
Report of Independent Registered Public Accounting Firm F- 4
Consolidated Balance Sheets: As of December 31, 2025 and 2024
F- 13
Consolidated Statements of Income: Years ended December 31, 2025, 2024 and 2023
F- 14
Consolidated Statements of Comprehensive Income: Years ended December 31, 2025, 2024 and 2023
F- 15
Consolidated Statements of Capital: Years ended December 31, 2025, 2024 and 2023
F- 16
Consolidated Statements of Cash Flows: Years ended December 31, 2025, 2024 and 2023
F- 18
Notes to Consolidated Financial Statements F- 20
(3) Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2025
F- 55
(4) See the Exhibit Index immediately preceding the signature page and certifications for a list of exhibits filed or incorporated by reference as part of this report.
(B) Exhibits
The Company hereby files, as exhibits to this Form 10-K, those exhibits listed on the Exhibit Index referenced in Item 15(A)(4) above.
Item 16. Form 10-K Summary
None.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Essex Property Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable
As discussed in Note 2(d) to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2025, the Company had $11.9 billion in rental properties.
We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Company’s estimated holding period of rental properties. Changes to shorten the holding period the Company expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Company’s process to estimate the holding period for rental properties. We assessed management’s assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Company’s intent and ability to hold each rental property by examining documents to assess the Company’s plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Company officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Company’s plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.
/s/ KPMG LLP
We have served as the Company’s auditor since 1994.
San Francisco, California
February 20, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Essex Property Trust, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Essex Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
San Francisco, California
February 20, 2026
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Report of Independent Registered Public Accounting Firm
To the Partners of Essex Portfolio, L.P. and the Board of Directors of Essex Property Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable
As discussed in Note 2(d) to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Operating Partnership’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2025, the Operating Partnership had $11.9 billion in rental properties.
We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Operating Partnership’s estimated holding period of rental properties. Changes to shorten the holding period the Operating Partnership expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Operating Partnership’s process to estimate the holding period for rental properties. We assessed management’s assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Operating Partnership’s intent and ability to hold each rental property by examining documents to assess the Operating Partnership’s plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Operating Partnership officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Operating Partnership’s plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.
/s/ KPMG LLP
We have served as the Operating Partnership’s auditor since 2013.
San Francisco, California
February 20, 2026
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands, except parenthetical and share amounts)
2025 2024
ASSETS
Real estate investments:
Rental properties:
Land and land improvements $ 3,363,169 $ 3,246,789
Buildings and improvements 15,073,416 14,342,729
18,436,585 17,589,518
Less: accumulated depreciation ( 6,532,003 ) ( 6,150,618 )
11,904,582 11,438,900
Real estate under development 157,122 52,682
Co-investments 630,550 935,014
12,692,254 12,426,596
Cash and cash equivalents-unrestricted 76,241 66,795
Cash and cash equivalents-restricted 9,345 9,051
Marketable securities 98,070 69,794
Notes and other receivables, net of allowance for credit losses of $ 0.6 million and $ 0.5 million as of December 31, 2025 and December 31, 2024, respectively
141,591 206,706
Operating lease right-of-use assets 50,833 51,556
Prepaid expenses and other assets 90,675 96,861
Total assets $ 13,159,009 $ 12,927,359
LIABILITIES AND EQUITY
Unsecured debt, net $ 6,015,921 $ 5,473,788
Mortgage notes payable, net 784,348 989,884
Lines of credit and commercial paper — 137,945
Accounts payable and accrued liabilities 221,351 212,747
Construction payable 24,743 14,347
Dividends payable 173,698 165,443
Distributions in excess of investments in co-investments 98,837 79,273
Operating lease liabilities 51,487 52,473
Other liabilities 51,729 50,220
Total liabilities 7,422,114 7,176,120
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest 28,263 30,849
Equity:
Common stock; $ 0.0001 par value, 670,000,000 shares authorized; 64,442,290 and 64,280,466 shares issued and outstanding, respectively
6 6
Additional paid-in capital 6,683,514 6,668,047
Distributions in excess of accumulated earnings ( 1,148,195 ) ( 1,155,662 )
Accumulated other comprehensive income, net 6,047 24,655
Total stockholders’ equity 5,541,372 5,537,046
Noncontrolling interest 167,260 183,344
Total equity 5,708,632 5,720,390
Total liabilities and equity $ 13,159,009 $ 12,927,359
See accompanying notes to consolidated financial statements.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2025, 2024 and 2023
(In thousands, except share and per share amounts)
2025 2024 2023
Revenues:
Rental and other property $ 1,877,964 $ 1,764,185 $ 1,658,264
Management and other fees from affiliates 9,381 10,265 11,131
1,887,345 1,774,450 1,669,395
Expenses:
Property operating, excluding real estate taxes 353,355 328,123 301,951
Real estate taxes 205,631 193,413 185,807
Corporate-level property management expenses 49,052 46,208 43,593
Depreciation and amortization 607,542 580,220 548,438
General and administrative 71,948 98,902 63,474
Expensed acquisition and investment related costs 25 72 595
Casualty loss — — 433
1,287,553 1,246,938 1,144,291
Gain on sale of real estate and land 299,524 175,583 59,238
Earnings from operations 899,316 703,095 584,342
Interest expense ( 258,404 ) ( 235,529 ) ( 212,905 )
Total return swap income 4,729 3,099 3,148
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 ( 762 ) — —
Gain on remeasurement of co-investment 330 210,555 —
Net income 702,773 811,306 430,708
Net income attributable to noncontrolling interest ( 33,107 ) ( 69,784 ) ( 24,883 )
Net income available to common stockholders $ 669,666 $ 741,522 $ 405,825
Per share data:
Basic:
Net income available to common stockholders $ 10.40 $ 11.55 $ 6.32
Weighted average number of shares outstanding during the year 64,379,418 64,228,356 64,252,232
Diluted:
Net income available to common stockholders $ 10.40 $ 11.54 $ 6.32
Weighted average number of shares outstanding during the year 64,399,459 64,251,234 64,253,385
See accompanying notes to consolidated financial statements.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2025, 2024 and 2023
(In thousands)
2025 2024 2023
Net income $ 702,773 $ 811,306 $ 430,708
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements ( 19,508 ) ( 9,217 ) ( 13,364 )
Change in fair value of marketable debt securities, net 244 — —
Reversal of unrealized gains upon the sale of marketable debt securities ( 27 ) — —
Total other comprehensive loss ( 19,291 ) ( 9,217 ) ( 13,364 )
Comprehensive income 683,482 802,089 417,344
Comprehensive income attributable to noncontrolling interest ( 32,424 ) ( 69,468 ) ( 24,429 )
Comprehensive income attributable to controlling interest $ 651,058 $ 732,621 $ 392,915
See accompanying notes to consolidated financial statements.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per share amounts)
Common stock Additional
paid-in
capital Distributions
in excess of
accumulated
earnings Accumulated
other
comprehensive
income (loss), net Noncontrolling
interest Total
Shares Amount
Balances at December 31, 2022 64,605 $ 6 $ 6,750,076 $ ( 1,080,176 ) $ 46,466 $ 178,744 $ 5,895,116
Net income — — — 405,825 — 24,883 430,708
Change in fair value of derivatives and amortization of swap settlements — — — — ( 12,910 ) ( 454 ) ( 13,364 )
Issuance of common stock under:
Stock option and restricted stock plans, net 21 — ( 3,825 ) — — — ( 3,825 )
Sale of common stock, net — — ( 347 ) — — — ( 347 )
Equity based compensation costs — — 11,723 — — 412 12,135
Retirement of common stock, net ( 437 ) — ( 95,657 ) — — — ( 95,657 )
Changes in the redemption value of redeemable noncontrolling interest — — ( 5,150 ) — — 95 ( 5,055 )
Distributions to noncontrolling interest — — — — — ( 31,939 ) ( 31,939 )
Redemptions of noncontrolling interest 14 — ( 100 ) — — ( 509 ) ( 609 )
Common stock dividends ($ 9.24 per share)
— — — ( 593,185 ) — — ( 593,185 )
Balances at December 31, 2023 64,203 $ 6 $ 6,656,720 $ ( 1,267,536 ) $ 33,556 $ 171,232 $ 5,593,978
Net income — — — 741,522 — 69,784 811,306
Change in fair value of derivatives and amortization of swap settlements — — — — ( 8,901 ) ( 316 ) ( 9,217 )
Issuance of common stock under:
Stock option and restricted stock plans, net 70 — 9,096 — — — 9,096
Sale of common stock, net — — ( 296 ) — — — ( 296 )
Equity based compensation costs — — 7,408 — — 263 7,671
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 )
Redemptions of noncontrolling interest 7 — ( 5,254 ) — — ( 1,199 ) ( 6,453 )
Common stock dividends ($ 9.80 per share)
— — — ( 629,648 ) — — ( 629,648 )
Balances at December 31, 2024 64,280 $ 6 $ 6,668,047 $ ( 1,155,662 ) $ 24,655 $ 183,344 $ 5,720,390
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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:
Stock option and restricted stock plans, net 81 — 816 — — — 816
Sale of common stock, net — — ( 391 ) — — — ( 391 )
Equity based compensation costs — — 9,879 — — 345 10,224
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 )
Redemptions of noncontrolling interest 75 — 2,358 — — ( 15,833 ) ( 13,475 )
Common stock dividends ($ 10.28 per share)
— — — ( 662,199 ) — — ( 662,199 )
Balances at December 31, 2025 64,442 $ 6 $ 6,683,514 $ ( 1,148,195 ) $ 6,047 $ 167,260 $ 5,708,632
See accompanying notes to consolidated financial statements.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
(In thousands)
2025 2024 2023
Cash flows from operating activities:
Net income $ 702,773 $ 811,306 $ 430,708
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents ( 1,115 ) 34 2,773
Depreciation and amortization 607,542 580,220 548,438
Amortization of discount and debt financing costs, net 7,162 7,795 6,911
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 )
Operating distributions from co-investments 93,010 62,868 76,787
Accrued interest from notes and other receivables ( 9,201 ) ( 13,497 ) ( 12,631 )
Casualty loss — — 433
Gain on the sale of real estate and land ( 299,524 ) ( 175,583 ) ( 59,238 )
Equity-based compensation 9,640 7,158 8,031
Loss on early retirement of debt 762 — —
Gain on remeasurement of co-investment ( 330 ) ( 210,555 ) —
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets ( 2,002 ) 32,007 ( 9,721 )
Accounts payable, accrued liabilities, and operating lease liabilities 7,217 25,194 5,335
Other liabilities ( 2,264 ) ( 1,910 ) 2,735
Net cash provided by operating activities 1,074,423 1,068,305 980,064
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired ( 831,661 ) ( 940,440 ) ( 25,098 )
Redevelopment ( 81,619 ) ( 70,572 ) ( 72,577 )
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 )
Investments in notes receivable ( 169,644 ) ( 130,635 ) ( 58,127 )
Collections of notes and other receivables 84,801 33,504 —
Proceeds from insurance for property losses 3,522 2,299 3,431
Proceeds from dispositions of real estate 509,946 247,286 99,388
Contributions to co-investments ( 33,752 ) ( 34,073 ) ( 37,405 )
Changes in refundable deposits 8,000 ( 8,000 ) 10,200
Purchases of marketable securities ( 25,515 ) ( 1,002 ) ( 20,780 )
Sales and maturities of marketable securities 1,264 27,348 64,320
Non-operating distributions from co-investments 184,401 40,503 39,751
Net cash used in investing activities ( 552,483 ) ( 973,051 ) ( 145,140 )
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes 1,148,242 554,875 598,000
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Table of Contents
Payments on unsecured debt and mortgage notes ( 808,611 ) ( 403,108 ) ( 302,429 )
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 )
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 )
Distributions to noncontrolling interest ( 32,677 ) ( 81,246 ) ( 31,619 )
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 )
Net cash used in financing activities ( 512,200 ) ( 419,742 ) ( 477,271 )
Net increase (decrease) in unrestricted and restricted cash and cash equivalents 9,740 ( 324,488 ) 357,653
Unrestricted and restricted cash and cash equivalents at beginning of year 75,846 400,334 42,681
Unrestricted and restricted cash and cash equivalents at end of year $ 85,586 $ 75,846 $ 400,334
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest $ 252,651 $ 223,220 $ 207,038
Interest capitalized $ 3,659 $ 251 $ 823
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 6,431 $ 6,934 $ 6,962
Supplemental disclosure of noncash investing and financing activities:
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 $ —
Debt financed by seller in connection with acquisition $ — $ 11,000 $ —
See accompanying notes to consolidated financial statements
F- 12
Table of Contents
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands, except parenthetical and unit amounts)
2025 2024
ASSETS
Real estate investments:
Rental properties:
Land and land improvements $ 3,363,169 $ 3,246,789
Buildings and improvements 15,073,416 14,342,729
18,436,585 17,589,518
Less: accumulated depreciation ( 6,532,003 ) ( 6,150,618 )
11,904,582 11,438,900
Real estate under development 157,122 52,682
Co-investments 630,550 935,014
12,692,254 12,426,596
Cash and cash equivalents-unrestricted 76,241 66,795
Cash and cash equivalents-restricted 9,345 9,051
Marketable securities 98,070 69,794
Notes and other receivables, net of allowance for credit losses of $ 0.6 million and $ 0.5 million as of December 31, 2025 and December 31, 2024, respectively
141,591 206,706
Operating lease right-of-use assets 50,833 51,556
Prepaid expenses and other assets 90,675 96,861
Total assets $ 13,159,009 $ 12,927,359
LIABILITIES AND CAPITAL
Unsecured debt, net $ 6,015,921 $ 5,473,788
Mortgage notes payable, net 784,348 989,884
Lines of credit and commercial paper — 137,945
Accounts payable and accrued liabilities 221,351 212,747
Construction payable 24,743 14,347
Distributions payable 173,698 165,443
Distributions in excess of investments in co-investments 98,837 79,273
Operating lease liabilities 51,487 52,473
Other liabilities 51,729 50,220
Total liabilities 7,422,114 7,176,120
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest 28,263 30,849
Capital:
General Partner:
Common equity ( 64,442,290 and 64,280,466 units issued and outstanding, respectively)
5,535,325 5,512,391
5,535,325 5,512,391
Limited Partners:
Common equity ( 2,250,339 and 2,331,251 units issued and outstanding, respectively)
61,876 73,418
Accumulated other comprehensive income 10,138 29,429
Total partners’ capital 5,607,339 5,615,238
Noncontrolling interest 101,293 105,152
Total capital 5,708,632 5,720,390
Total liabilities and capital $ 13,159,009 $ 12,927,359
See accompanying notes to consolidated financial statements
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2025, 2024 and 2023
(In thousands, except unit and per unit amounts)
2025 2024 2023
Revenues:
Rental and other property $ 1,877,964 $ 1,764,185 $ 1,658,264
Management and other fees from affiliates 9,381 10,265 11,131
1,887,345 1,774,450 1,669,395
Expenses:
Property operating, excluding real estate taxes 353,355 328,123 301,951
Real estate taxes 205,631 193,413 185,807
Corporate-level property management expenses 49,052 46,208 43,593
Depreciation and amortization 607,542 580,220 548,438
General and administrative 71,948 98,902 63,474
Expensed acquisition and investment related costs 25 72 595
Casualty loss — — 433
1,287,553 1,246,938 1,144,291
Gain on sale of real estate and land 299,524 175,583 59,238
Earnings from operations 899,316 703,095 584,342
Interest expense ( 258,404 ) ( 235,529 ) ( 212,905 )
Total return swap income 4,729 3,099 3,148
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 ( 762 ) — —
Gain on remeasurement of co-investment 330 210,555 —
Net income 702,773 811,306 430,708
Net income attributable to noncontrolling interest ( 9,458 ) ( 43,370 ) ( 10,599 )
Net income available to common unitholders $ 693,315 $ 767,936 $ 420,109
Per unit data:
Basic:
Net income available to common unitholders $ 10.40 $ 11.55 $ 6.32
Weighted average number of common units outstanding during the year 66,649,608 66,511,030 66,513,303
Diluted:
Net income available to common unitholders $ 10.40 $ 11.54 $ 6.32
Weighted average number of common units outstanding during the year 66,669,649 66,533,908 66,514,456
See accompanying notes to consolidated financial statements
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2025, 2024 and 2023
(In thousands)
2025 2024 2023
Net income $ 702,773 $ 811,306 $ 430,708
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements ( 19,508 ) ( 9,217 ) ( 13,364 )
Change in fair value of marketable debt securities, net 244 — —
Reversal of unrealized gains upon the sale of marketable debt securities ( 27 ) — —
Total other comprehensive loss ( 19,291 ) ( 9,217 ) ( 13,364 )
Comprehensive income 683,482 802,089 417,344
Comprehensive income attributable to noncontrolling interest ( 9,458 ) ( 43,370 ) ( 10,599 )
Comprehensive income attributable to controlling interest $ 674,024 $ 758,719 $ 406,745
See accompanying notes to consolidated financial statements.
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Capital
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per unit amounts)
Accumulated
other
comprehensive
income (loss), net
General Partner Limited Partners Noncontrolling
interest Total
Common Equity Common Equity
Units Amount Units Amount
Balances at December 31, 2022 64,605 $ 5,669,906 2,272 $ 51,454 $ 52,010 $ 121,746 $ 5,895,116
Net income — 405,825 — 14,284 — 10,599 430,708
Change in fair value of derivatives and amortization of swap settlements — — — — ( 13,364 ) — ( 13,364 )
Issuance of common units under:
General partner’s stock based compensation, net 21 ( 3,825 ) — — — — ( 3,825 )
Sale of common stock by general partner, net — ( 347 ) — — — — ( 347 )
Equity based compensation costs — 11,723 — 412 — — 12,135
Retirement of common units, net ( 437 ) ( 95,657 ) — — — — ( 95,657 )
Changes in the redemption value of redeemable noncontrolling interest — ( 5,150 ) — 75 — 20 ( 5,055 )
Distributions to noncontrolling interest — — — — — ( 11,060 ) ( 11,060 )
Redemptions 14 ( 100 ) ( 13 ) ( 355 ) — ( 154 ) ( 609 )
Distributions declared ($ 9.24 per unit)
— ( 593,185 ) — ( 20,879 ) — — ( 614,064 )
Balances at December 31, 2023 64,203 $ 5,389,190 2,259 $ 44,991 $ 38,646 $ 121,151 $ 5,593,978
Net income — 741,522 — 26,414 — 43,370 811,306
Change in fair value of derivatives and amortization of swap settlements — — — — ( 9,217 ) — ( 9,217 )
Issuance of common stock under:
General partner’s stock based compensation, net 70 9,096 — — — — 9,096
Sale of common stock by general partner, net — ( 296 ) — — — — ( 296 )
Equity based compensation costs — 7,408 — 263 — — 7,671
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 )
Redemptions 7 ( 5,254 ) ( 10 ) ( 784 ) — ( 415 ) ( 6,453 )
Distributions declared ($ 9.80 per unit)
— ( 629,648 ) — ( 22,495 ) — — ( 652,143 )
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Balances at December 31, 2024 64,280 $ 5,512,391 2,331 $ 73,418 $ 29,429 $ 105,152 $ 5,720,390
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:
General partner’s stock based compensation, net 81 816 — — — — 816
Sale of common stock by general partner, net — ( 391 ) — — — — ( 391 )
Equity based compensation costs — 9,879 — 345 — — 10,224
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 )
Redemptions 75 2,358 ( 75 ) ( 11,845 ) — ( 3,988 ) ( 13,475 )
Distributions declared ($ 10.28 per unit)
— ( 662,199 ) — ( 23,250 ) — — ( 685,449 )
Balances at December 31, 2025 64,442 $ 5,535,325 2,250 $ 61,876 $ 10,138 $ 101,293 $ 5,708,632
See accompanying notes to consolidated financial statements
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
(In thousands)
2025 2024 2023
Cash flows from operating activities:
Net income $ 702,773 $ 811,306 $ 430,708
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents ( 1,115 ) 34 2,773
Depreciation and amortization 607,542 580,220 548,438
Amortization of discount and debt financing costs, net 7,162 7,795 6,911
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 )
Operating distributions from co-investments 93,010 62,868 76,787
Accrued interest from notes and other receivables ( 9,201 ) ( 13,497 ) ( 12,631 )
Casualty loss — — 433
Gain on the sale of real estate and land ( 299,524 ) ( 175,583 ) ( 59,238 )
Equity-based compensation 9,640 7,158 8,031
Loss on early retirement of debt 762 — —
Gain on remeasurement of co-investment ( 330 ) ( 210,555 ) —
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets ( 2,002 ) 32,007 ( 9,721 )
Accounts payable, accrued liabilities, and operating lease liabilities 7,217 25,194 5,335
Other liabilities ( 2,264 ) ( 1,910 ) 2,735
Net cash provided by operating activities 1,074,423 1,068,305 980,064
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired ( 831,661 ) ( 940,440 ) ( 25,098 )
Redevelopment ( 81,619 ) ( 70,572 ) ( 72,577 )
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 )
Investments in notes receivable ( 169,644 ) ( 130,635 ) ( 58,127 )
Collections of notes and other receivables 84,801 33,504 —
Proceeds from insurance for property losses 3,522 2,299 3,431
Proceeds from dispositions of real estate 509,946 247,286 99,388
Contributions to co-investments ( 33,752 ) ( 34,073 ) ( 37,405 )
Changes in refundable deposits 8,000 ( 8,000 ) 10,200
Purchases of marketable securities ( 25,515 ) ( 1,002 ) ( 20,780 )
Sales and maturities of marketable securities 1,264 27,348 64,320
Non-operating distributions from co-investments 184,401 40,503 39,751
Net cash used in investing activities ( 552,483 ) ( 973,051 ) ( 145,140 )
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes 1,148,242 554,875 598,000
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Table of Contents
Payments on unsecured debt and mortgage notes ( 808,611 ) ( 403,108 ) ( 302,429 )
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 )
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 )
Distributions to noncontrolling interest ( 9,498 ) ( 56,582 ) ( 8,558 )
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 )
Net increase (decrease) in unrestricted and restricted cash and cash equivalents 9,740 ( 324,488 ) 357,653
Unrestricted and restricted cash and cash equivalents at beginning of year 75,846 400,334 42,681
Unrestricted and restricted cash and cash equivalents at end of year $ 85,586 $ 75,846 $ 400,334
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest $ 252,651 $ 223,220 $ 207,038
Interest capitalized $ 3,659 $ 251 $ 823
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 6,431 $ 6,934 $ 6,962
Supplemental disclosure of noncash investing and financing activities:
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 $ —
Debt financed by seller in connection with acquisition $ — $ 11,000 $ —
See accompanying notes to consolidated financial statements
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Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(1) Organization
The accompanying consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex” or the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the “Operating Partnership,” which holds the operating assets of the Company). Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.
Essex is the sole general partner of the Operating Partnership with a 96.6 % general partner interest and the limited partners owned a 3.4 % interest as of December 31, 2025. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units (“OP Units,” and the holders of such OP Units, “Unitholders”) outstanding were 2,250,339 and 2,331,251 as of December 31, 2025 and 2024, respectively, and the redemption value of the OP Units, based on the closing price of the Company’s common stock, totaled $ 588.9 million and $ 665.4 million, as of December 31, 2025 and 2024, respectively. The Company has reserved shares of common stock for such conversions.
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.
F- 20
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
(2) Summary of Critical and Significant Accounting Policies
(a) Principles of Consolidation and Basis of Presentation
The accounts of the Company, its controlled subsidiaries and the variable interest entities (“VIEs”) in which it is the primary beneficiary are consolidated in the accompanying financial statements and prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. 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. These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14, Equity Based Compensation Plans).
(b) Recently Adopted Accounting Pronouncements
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.
(c) Recent Accounting Pronouncements
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. 2024-03 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, the FASB issued ASU No. 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 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 these standards on its consolidated results of operations and financial position.
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Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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. 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 depreciable life of various categories of fixed assets is as follows:
Computer software and equipment 3 - 5 years
Interior apartment home improvements 5 years
Furniture, fixtures and equipment 5 - 10 years
Land improvements and certain exterior components of real property 10 years
Real estate structures 30 years
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. Capitalization begins for predevelopment, development, and redevelopment projects when activity commences. 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-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 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.
The Company periodically assesses the carrying value of its consolidated real estate investments for indicators of impairment. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. As of December 31, 2025 and 2024, no properties were classified as held for sale. The Company did no t record an impairment charge on any of its consolidated real estate investments for the years ended December 31, 2025, 2024 and 2023.
In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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. GAAP. 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 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. 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 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
Revenues from tenants renting or leasing apartment homes are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis, else, adjustments are made to conform to a straight-line basis. Apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease. See Note 4, Revenues, and Note 10, Lease Agreements - Company as Lessor, for additional information regarding such revenues.
The Company also generates other property-related revenue associated with the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned.
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 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. Payments from such services are one month or one quarter in arrears of the service performed.
The Company recognizes any gains on sales of real estate when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.
(g) Cash, Cash Equivalents and Restricted Cash
Highly liquid investments generally with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.
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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 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):
December 31,
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 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 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, 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
Amortized
Cost Gross
Unrealized
Gain Carrying
Value
Equity securities:
Investment funds - debt securities $ 2,677 $ 6 $ 2,683
Common stock, preferred stock and stock funds 48,738 21,736 70,474
Available for sale debt securities:
U.S. 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
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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
Amortized
Cost Gross
Unrealized Gain (Loss) Carrying
Value
Equity securities:
Investment funds - debt securities $ 2,645 $ ( 67 ) $ 2,578
Common stock, preferred stock and stock funds 49,195 18,021 67,216
Total - Marketable securities $ 51,840 $ 17,954 $ 69,794
(i) Notes Receivable
Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans. Interest is recognized over the life of the note as interest income.
Each note is analyzed to determine if it is impaired. A note is impaired if it is probable that the Company will not collect all contractually due principal and interest. The Company does not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest that are not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income.
In the normal course of business, the Company originates and holds two types of loans: mezzanine loans issued to entities that are pursuing apartment development and short-term bridge loans issued to joint ventures with the Company.
The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. 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.
All bridge loans that the Company issues are, by their nature, short-term and meant only to provide time for the Company’s joint ventures to obtain long-term funding for newly acquired communities. As the Company is a partner in the joint ventures that are borrowing such funds and has performed a detailed review of each community as part of the acquisition process, there is little to no credit risk associated with such loans. As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis.
The Company estimates the allowance for credit losses for each loan type using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses.
Adjustments to historical loss information are made, if necessary, for differences in current loan-specific risk characteristics. 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.
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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
The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with the Company’s development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. 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 amortizes the capitalized costs over the useful life of the development.
(k) Fair Value of Financial Instruments
The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB’s accounting standard for fair value measurements. Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities. The Company uses Level 2 inputs for its notes receivable, notes payable, and derivative balances. These inputs include interest rates for similar financial instruments. The Company’s valuation methodology for derivatives is described in Note 9, Derivative Instruments and Hedging Activities. 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, 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, 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.
(l) Interest Rate Protection, Swap, and Forward Contracts
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage interest rate risks. The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy.
The Company records all derivatives on its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
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
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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 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 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.
In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. A domestic taxable REIT subsidiary is subject to federal income tax as a regular C corporation. The taxable REIT subsidiaries are consolidated by the Company for financial reporting purposes. In general, the activities and tax related provisions, assets and liabilities are not material.
As a partnership, the Operating Partnership is not subject to federal or state income taxes, except that in order to maintain Essex’s compliance with REIT tax rules that are applicable to Essex, the Operating Partnership utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Operating Partnership for financial reporting purposes.
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,
2025 2024 2023
Common Stock
Ordinary income 96.74 % 98.19 % 88.46 %
Capital gain 1.43 % 1.81 % 8.32 %
Unrecaptured section 1250 capital gain 1.83 % — % 3.22 %
100.00 % 100.00 % 100.00 %
(n) Equity-based Compensation
The cost of share and unit-based compensation awards is measured at the grant date based on the estimated fair value of the awards. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. 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.
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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
Essex Property Trust, Inc.
($ in thousands)
Change in fair
value of derivatives and amortization
of swap settlements Unrealized
gain on
available for sale
debt securities Total
Balance at December 31, 2024 $ 24,655 $ — $ 24,655
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
Essex Portfolio, L.P.
($ in thousands)
Change in fair
value of derivatives and amortization
of swap settlements Unrealized
gain on
available for sale
debt securities Total
Balance at December 31, 2024 $ 29,429 $ — $ 29,429
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 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
The carrying value of redeemable noncontrolling interest in the accompanying consolidated balance sheets was $ 28.3 million and $ 30.8 million as of December 31, 2025 and 2024, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.
The changes in the redemption value of redeemable noncontrolling interest for the years ended December 31, 2025, 2024 and 2023 were as follows:
2025 2024 2023
Balance at January 1, $ 30,849 $ 32,205 $ 27,150
Reclassifications due to change in redemption value and other ( 2,209 ) ( 835 ) 5,055
Redemptions ( 377 ) ( 521 ) —
Balance at December 31, $ 28,263 $ 30,849 $ 32,205
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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
The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, its notes receivable, and its qualification as a REIT. The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.
(r) Variable Interest Entities
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. 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. Noncontrolling interests in these entities were $ 101.2 million and $ 105.1 million as of December 31, 2025 and 2024, respectively. The Company’s financial risk in each VIE is limited to its equity investment in the VIE.
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. Conversion values will be based on the market value of the Company’s common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above. The other limited partners or members receive distributions based on the Company’s current dividend rate multiplied by the number of units held. Total DownREIT units outstanding were 892,572 and 914,505 as of December 31, 2025 and 2024, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $ 233.6 million and $ 261.0 million, as of December 31, 2025 and 2024, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $ 28.3 million and $ 30.8 million as of December 31, 2025 and 2024, respectively. 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 $ 96.6 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.
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) Gain Contingencies
Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain. Gain contingencies are typically not recognized in the financial statements until all uncertainties related to the contingency have been resolved. 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. 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
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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. 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 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
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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.
(c) Co-investments
The Company has joint ventures which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. 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)
December 31,
2025 2024
Ownership interest in:
Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2)
54 % $ 73,002 $ 147,232
BEX IV and 500 Folsom 50 % 135,518 146,142
Other (2)
53 % 95,851 86,089
Total operating and other co-investments, net 304,371 379,463
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. See Note 6, Related Party Transactions, for further discussion)
227,342 476,278
Total co-investments, net $ 531,713 $ 855,741
(1) Weighted average Company ownership percentages are as of December 31, 2025.
(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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
The combined summarized financial information of co-investments was as follows ($ in thousands):
December 31,
2025 2024
Combined balance sheets: (1)
Rental properties and real estate under development $ 3,220,390 $ 4,094,826
Other assets 194,413 277,420
Total assets $ 3,414,803 $ 4,372,246
Debt $ 2,412,106 $ 3,001,303
Other liabilities 163,358 235,111
Equity 839,339 1,135,832
Total liabilities and equity $ 3,414,803 $ 4,372,246
Year Ended December 31,
2025 2024 2023
Combined statements of income: (1)
Property revenues $ 332,330 $ 390,850 $ 409,910
Property operating expenses ( 124,504 ) ( 154,245 ) ( 158,520 )
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 )
General and administrative ( 17,237 ) ( 21,157 ) ( 20,594 )
Depreciation and amortization ( 138,729 ) ( 167,875 ) ( 174,028 )
Net loss $ ( 41,859 ) $ ( 95,028 ) $ ( 97,270 )
Company’s share of net income (2)
$ 35,464 $ 48,206 $ 10,561
(1) Includes preferred equity investments held by the Company and excludes investments in technology co-investments.
(2) Includes the Company’s share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $ 5.1 million, $ 4.6 million and $ 7.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Operating Co-investments
As of December 31, 2025 and 2024, the Company, through several co-investments, owned 7,483 and 7,694 apartment homes, respectively, in operating communities. The Company’s book value of these co-investments was $ 304.4 million and $ 379.5 million as of December 31, 2025 and 2024, respectively.
Predevelopment and Development Co-investments
As of December 31, 2025 and 2024, the Company did not have any projects in unconsolidated predevelopment or development communities.
Preferred Equity Investments
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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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. The Company’s development pipeline is comprised of one consolidated development project and various predevelopment projects.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
(4) Revenues
Disaggregated Revenue
The following table presents the Company’s revenues disaggregated by revenue source for the periods presented ($ in thousands):
Year Ended December 31,
2025 2024 2023
Rental income $ 1,850,551 $ 1,735,411 $ 1,636,070
Other property 27,413 28,774 22,194
Management and other fees from affiliates 9,381 10,265 11,131
Total revenues $ 1,887,345 $ 1,774,450 $ 1,669,395
The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment for the periods presented ($ in thousands):
Year Ended December 31,
2025 2024 2023
Southern California $ 763,124 $ 714,975 $ 654,422
Northern California 760,821 663,825 628,880
Seattle Metro 313,410 295,002 282,092
Other real estate assets (1)
40,609 90,383 92,870
Total rental and other property revenues $ 1,877,964 $ 1,764,185 $ 1,658,264
(1) 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.
The following table presents the Company’s rental and other property revenues disaggregated by current property category status for the periods presented ($ in thousands):
Year Ended December 31,
2025 2024 2023
Same-property (1)
$ 1,642,989 $ 1,590,404 $ 1,540,045
Acquisitions (2)
169,002 58,158 1,037
Non-residential/other, net (3)
64,952 115,644 119,725
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) 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 %.
(2) Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2024.
(3) Non-residential/other, net consists of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, student housing, properties undergoing significant construction activities that do not meet our redevelopment criteria, and two communities located in the California counties of Santa Barbara and Santa Cruz, which the Company does not consider its core markets.
(4) Represents straight-line concessions for residential operating communities. Same-property revenues reflect concessions on a cash basis. Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S. GAAP.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
(5) Notes and Other Receivables
Notes and other receivables consisted of the following as of December 31, 2025 and 2024 ($ in thousands):
December 31,
2025 2024
Note receivable, secured, bearing interest at 9.00 %, due October 2026 (Originated October 2021)
$ 64,193 $ 60,538
Note receivable, secured, bearing interest at 12.00 %, due January 2025 (Originated August 2022)
— 3,167
Note receivable, secured, bearing interest at 11.25 %, due October 2027 (Originated October 2022)
43,941 39,187
Receivable from preferred equity investment sponsor (1)
— 72,002
Other receivables from affiliates (2)
5,215 5,646
Straight line rent receivables (3)
10,259 9,235
Other receivables 18,538 17,460
Allowance for credit losses ( 555 ) ( 529 )
Total notes and other receivables $ 141,591 $ 206,706
(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.
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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):
Notes Receivable, Secured
Balance as of December 31, 2022 $ 334
Provision for credit losses 353
Balance as of December 31, 2023 $ 687
Provision for credit losses ( 158 )
Balance as of December 31, 2024 $ 529
Provision for credit losses 26
Balance as of December 31, 2025 $ 555
(6) Related Party Transactions
The Company has adopted written related party transaction guidelines that are intended to cover transactions in which the Company (including entities it controls) is a party and in which any “related person” has a direct or indirect interest. A “related person” means any person who is or was (since the beginning of the last fiscal year) a Company director, director nominee, or executive officer, any beneficial owner of more than 5% of the Company’s outstanding common stock, and any immediate family member of any of the foregoing persons. A related person may be considered to have an indirect interest in a transaction if he or she (i) is an owner, director, officer or employee of or otherwise associated with another company that is engaging in a transaction with the Company, or (ii) otherwise, through one or more entities or arrangements, has an indirect financial interest in or personal benefit from the transaction.
The related person transaction review and approval process is intended to determine, among any other relevant issues, the dollar amount involved in the transaction; the nature and value of any related person’s direct or indirect interest (if any) in the transaction; and whether or not (i) a related person’s interest is material, (ii) the transaction is fair, reasonable, and serves the best interest of the Company and its shareholders, and (iii) whether the transaction or relationship should be entered into, continued or ended.
The Company’s Chairman and founder, Mr. George M. Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. (“MMI”), a national brokerage firm listed on the New York Stock Exchange. For the years ended December 31, 2025, 2024 and 2023, the Company did not pay brokerage commissions related to real estate transactions to MMI and its affiliates.
The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $ 9.5 million, $ 11.1 million, and $ 12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $ 0.2 million, $ 0.8 million, and $ 1.8 million against general and administrative expenses for the years ended December 31, 2025, 2024 and 2023, respectively.
As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. 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. The note receivable accrued interest at SOFR plus 1.50 % and was scheduled to mature in September 2024. 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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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. The investment initially accrued interest based on an 11.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project. The investment was scheduled to mature in February 2024, but was paid off in December 2023.
In October 2018, the Company funded an $ 18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268 -unit apartment home community development located in Burlingame, CA. The investment initially accrued interest based on a 12.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project. In April 2023, the investment’s maturity date was extended from April 2024 to May 2026 with the investment accruing interest based on an 11.0 % preferred return. In April 2023, the Company received cash of $ 11.2 million for the partial redemption of this preferred equity investment.
In May 2018, the Company made a commitment to fund a $ 26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400 -unit apartment home community located in Ventura, CA. The investment accrued interest based on a 10.25 % initial preferred return. The investment was scheduled to mature in May 2023. In November 2021, the Company received cash of $ 18.3 million for the partial redemption of this preferred equity investment resulting in a remaining total commitment of $ 13.0 million, and the maturity was extended to December 2028. As of December 31, 2025, $ 11.0 million of this commitment was funded and the Company accrues interest based on a 9.0 % preferred return. The remaining unfunded commitment of $ 2.0 million expired in November 2024.
(7) Unsecured Debt
Essex does not have indebtedness as debt is incurred by the Operating Partnership. Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of the facilities.
Unsecured debt consisted of the following as of December 31, 2025 and 2024 ($ in thousands):
Weighted Average Maturity
In Years as of December 31, 2025
December 31,
2025 2024
Term loan - variable rate, net $ 596,668 $ 298,571 4.7
Bonds public offering - fixed rate, net 5,419,253 5,175,217 7.1
Unsecured debt, net (1)
6,015,921 5,473,788
Lines of credit — 137,945 N/A
Commercial paper — — N/A
Total unsecured debt $ 6,015,921 $ 5,611,733
Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering 3.7 % 3.4 %
Weighted average interest rate on variable rate term loan 4.1 % 4.2 %
Weighted average interest rate on lines of credit 4.8 % 5.7 %
Weighted average interest rate on commercial paper — % N/A
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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.
Term loan
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. 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. The 2034 Notes were offered to investors at a price of 99.752 % of the principal amount. In May 2024, the Company repaid its $ 400.0 million unsecured notes, due May 1, 2024, at maturity. 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, 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.
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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 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 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.
In March 2021, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700 % per annum (the “2028 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021. The 2028 Notes were offered to investors at a price of 99.423 % of par value. The 2028 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 proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for 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 2028 Notes, net of discount and debt issuance costs, was $ 448.2 million and $ 447.2 million, respectively.
In February 2020, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650 % (the “2032 Notes”), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020. The 2032 Notes were offered to investors at a price of 99.628 % of par value. The 2032 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 proceeds of this offering to repay indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB’s 45.0 % joint venture interests, as well as repay $ 100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $ 150.0 million of the 2032 Notes at a price of 105.660 % of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093 %. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company’s unsecured credit facilities 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 2032 Notes, net of premiums and debt issuance costs, was $ 650.5 million and $ 650.6 million, respectively.
In August 2020, the Operating Partnership issued $ 600.0 million of senior unsecured notes, consisting of $ 300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650 % (the “January 2031 Notes”) and $ 300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650 % (the “2050 Notes” and together with the January 2031 Notes, the “Notes”). The January 2031 Notes were offered to investors at a price of 99.035 % of par value and the 2050 Notes at 99.691 % of par value. Interest is payable on the January 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021. The 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 proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $ 300.0 million aggregate principal amount of its outstanding 3.625 % senior unsecured notes due August 2022, 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, 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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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 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.
In February 2019, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000 % per annum (the “2029 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188 % of the principal amount thereof. The 2029 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 March 2019, the Operating Partnership issued an additional $ 150.0 million of the 2029 Notes at a price of 100.717 % of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings 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 2029 Notes, net of discount and debt issuance costs was $ 498.0 million and $ 497.3 million, respectively.
In March 2018, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500 % per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the “2048 Notes”). The 2048 Notes were offered to investors at a price of 99.591 % of par value. The 2048 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, 2025 and 2024, the carrying value of the 2048 Notes, net of discount and debt issuance costs was $ 296.5 million and $ 296.4 million, respectively.
In April 2017, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625 % per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the “2027 Notes”). The 2027 Notes were offered to investors at a price of 99.423 % of par value. The 2027 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, 2025 and 2024, the carrying value of the 2027 Notes, net of discount and debt issuance costs was $ 349.3 million and $ 348.8 million, respectively.
In April 2016, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375 % per annum and are payable on April 15 and October 15 of each year, beginning October 15, 2016 (the “2026 Notes”). The 2026 Notes were offered to investors at a price of 99.386 % of par value. The 2026 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, 2025 and 2024, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $ 449.8 million and $ 449.1 million, respectively.
In March 2015, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5 % per annum and are payable on April 1 and October 1 of each year, beginning October 1, 2015 (the “2025 Notes”). The 2025 Notes were offered to investors at a price of 99.747 % of par value. 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. In April 2025, the Company
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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.
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 included in the line “Bonds public offering-fixed rate” in the table above. These notes were paid off at maturity, and had no amount outstanding as of December 31, 2025 and 2024, respectively.
The following is a summary of the Company’s senior unsecured notes as of December 31, 2025 and 2024 ($ in thousands):
December 31,
Maturity 2025 2024 Coupon
Rate
April 2025 $ — $ 500,000 3.500 %
April 2026 450,000 450,000 3.375 %
May 2027 350,000 350,000 3.625 %
March 2028 450,000 450,000 1.700 %
March 2029 500,000 500,000 4.000 %
January 2030 550,000 550,000 3.000 %
January 2031 300,000 300,000 1.650 %
June 2031 300,000 300,000 2.550 %
March 2032 650,000 650,000 2.650 %
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 %
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
2027 350,000
2028 450,000
2029 500,000
2030 850,000
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. 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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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. 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.
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
Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consisted of the following as of December 31, 2025 and 2024 ($ in thousands):
December 31,
2025 2024
Fixed rate mortgage notes payable $ 526,662 $ 674,092
Variable rate mortgage notes payable (1)
257,686 315,792
Total mortgage notes payable (2)
$ 784,348 $ 989,884
Number of properties securing mortgage notes 14 19
Remaining terms 1 - 21 years
1 - 22 years
Weighted average interest rate 4.4 % 4.2 %
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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
2027 84,397
2028 68,332
2029 1,456
2030 66,592
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 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.
(9) Derivative Instruments and Hedging Activities
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. 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.
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.
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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 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 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.
(10) Lease Agreements - Company as Lessor
As of December 31, 2025, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, two commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases.
Although the majority of the Company’s apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.
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. Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space or a lease-break fee specified in the lease agreement. 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 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.
The Company’s apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. 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.
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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):
Future Minimum Rent
2026 $ 891,434
2027 19,955
2028 16,913
2029 14,034
2030 7,044
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.
(11) Lease Agreements - Company as Lessee
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 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.
A majority of the Company’s ground leases and the parking lease are subject to changes in the Consumer Price Index (“CPI”). Furthermore, certain of the Company’s ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.
The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
As of December 31, 2025 and 2024, the Company had no material finance leases.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
Supplemental consolidated balance sheet information related to leases as of December 31, 2025 and 2024 was as follows ($ in thousands):
December 31,
2025 2024
Assets
Operating lease right-of-use assets $ 50,833 $ 51,556
Total leased assets $ 50,833 $ 51,556
Liabilities
Operating lease liabilities $ 51,487 $ 52,473
Total lease liabilities $ 51,487 $ 52,473
The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows ($ in thousands):
Year Ended December 31,
2025 2024 2023
Operating lease cost $ 6,131 $ 6,480 $ 6,789
Variable lease cost 2,069 1,980 1,961
Short-term lease cost 90 183 186
Sublease income ( 144 ) ( 560 ) ( 500 )
Total lease cost $ 8,146 $ 8,083 $ 8,436
A maturity analysis of lease liabilities as of December 31, 2025 is as follows ($ in thousands):
Operating Leases
2026 $ 6,280
2027 3,750
2028 2,765
2029 2,756
2030 2,733
Thereafter 103,678
Total lease payments $ 121,962
Less: Imputed interest ( 70,475 )
Present value of lease liabilities $ 51,487
Lease term and discount rate information for leases as of December 31, 2025 and 2024 was as follows:
December 31,
2025 2024
Weighted-average of remaining lease terms (years)
Operating Leases 40 41
Weighted-average of discount rates
Operating Leases 5.08 % 5.04 %
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
Practical Expedients
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.
The Company has elected to account for lease components (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component as the lease components are the predominant elements of the combined components.
(12) Equity Transactions
At-the-market Equity Program
In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may, at its discretion, offer and sell shares of its common stock having an aggregate gross sales price of up to $ 900.0 million (the “2024 ATM Program”). The Company may also enter into forward sales agreements of its common stock, set the price, and defer receipt of proceeds until a later date. 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, 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
As of December 31, 2025 and 2024, the Operating Partnership had outstanding 2,195,792 and 2,263,756 OP Units respectively. As of December 31, 2025 and 2024 the Operating Partnership had 54,547 and 67,495 vested LTIP units respectively. The Operating Partnership’s general partner, Essex, owned 96.6 % and 96.5 % of the partnership interests in the Operating Partnership as of December 31, 2025 and 2024, respectively, and Essex is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner’s notice of redemption. Essex has generally acquired OP Units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity.
LTIP units represent interests in the Operating Partnership for services rendered or to be rendered by the LTIP unitholder in its capacity as a partner, or in anticipation of becoming a partner, in the Operating Partnership. Upon the occurrence of specified events, LTIP units may over time achieve full parity with common units of the Operating Partnership for all purposes. Upon achieving full parity, LTIP units will be exchanged for an equal number of the OP Units.
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.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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.
(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 per share amounts):
Year Ended December 31,
2025 2024 2023
Income Weighted-
average
Common
Shares Per
Common
Share
Amount Income Weighted-
average
Common
Shares Per
Common
Share
Amount Income Weighted-
average
Common
Shares Per
Common
Share
Amount
Basic:
Net income available to common stockholders $ 669,666 64,379,418 $ 10.40 $ 741,522 64,228,356 $ 11.55 $ 405,825 64,252,232 $ 6.32
Effect of dilutive securities
Stock options — 20,041 — 22,878 — 1,153
Diluted:
Net income available to common stockholders $ 669,666 64,399,459 $ 10.40 $ 741,522 64,251,234 $ 11.54 $ 405,825 64,253,385 $ 6.32
The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,270,190 , 2,282,675 and 2,261,071 , which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2025, 2024 and 2023, respectively, because they were anti-dilutive. 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 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 per unit amounts):
Year Ended December 31,
2025 2024 2023
Income Weighted-
average
Common
Units Per
Common
Unit
Amount Income Weighted-
average
Common
Units Per
Common
Unit
Amount Income Weighted-
average
Common
Units Per
Common
Unit
Amount
Basic:
Net income available to common unitholders $ 693,315 66,649,608 $ 10.40 $ 767,936 66,511,030 $ 11.55 $ 420,109 66,513,303 $ 6.32
Effect of dilutive securities
Stock options — 20,041 — 22,878 — 1,153
Diluted:
Net income available to common unitholders $ 693,315 66,669,649 $ 10.40 $ 767,936 66,533,908 $ 11.54 $ 420,109 66,514,456 $ 6.32
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
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
2018 Plan
In May 2018, stockholders approved the Company’s 2018 Stock Award and Incentive Compensation Plan (“2018 Plan”). The 2018 Plan serves as the successor to the Company’s 2013 Stock Incentive Plan (the “2013 Plan”) with administration authority granted to the Company’s Compensation Committee. The Company’s 2018 Plan provides incentives to attract and retain officers, directors and key employees. The 2018 Plan provides for the grant of stock-based awards to employees, directors and consultants of the Company and its affiliates. The aggregate number of shares of common stock available for issuance pursuant to awards granted under the 2018 Plan is 2,000,000 shares, plus the number of shares authorized for grants and available for issuance under the 2013 Plan as of the effective date of the 2018 Plan and the number of shares subject to outstanding awards under the 2013 Plan that are forfeited or otherwise not issued under such awards. No further awards will be granted under the 2013 Plan and the shares that remained available for future issuance under the 2013 Plan as of the effective date of the 2018 Plan will be available for issuance under the 2018 Plan.
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 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 $ 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 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 forfeited if required conditions are not met.
The following table summarizes information about the Company’s restricted stock awards:
Year Ended December 31,
2025 2024 2023
Shares Weighted-
average
grant
date fair value Shares Weighted-
average
grant
date fair value Shares Weighted-
average
grant
date fair value
Unvested at beginning of year 101,929 $ 211.27 101,701 $ 197.22 182,915 $ 222.90
Granted 57,550 260.90 52,300 212.02 2,315 220.40
Vested ( 61,477 ) 218.50 ( 24,002 ) 187.32 ( 37,075 ) 247.07
Forfeited and canceled ( 2,855 ) 235.94 ( 28,070 ) 182.25 ( 46,454 ) 259.71
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.
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
Stock option awards
The Company estimates the fair value of stock option grants on the date of grant using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. 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 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:
2025 2024 2023
Stock price $ — $ — $ 216.31
Risk-free interest rates — — 4.06 %
Expected lives — — 6 years
Volatility — — 36.00 %
Dividend yield — — 3.30 %
The following table summarizes information about the Company’s stock options:
Year Ended December 31,
2025 2024 2023
Options Weighted-
average
exercise
price Options Weighted-
average
exercise
price Options Weighted-
average
exercise
price
Outstanding at beginning of year 471,383 $ 280.11 530,812 $ 273.51 487,446 $ 279.46
Granted — — — — 49,908 216.31
Exercised ( 41,408 ) 215.65 ( 56,304 ) 218.68 — —
Forfeited and canceled ( 10,286 ) 327.52 ( 3,125 ) 266.21 ( 6,542 ) 280.21
Outstanding at end of year 419,689 $ 285.31 471,383 $ 280.11 530,812 $ 273.51
Exercisable at year end 419,689 $ 285.31 453,240 $ 282.73 417,739 $ 282.30
Long-Term Incentive Plans
2015 Plan
In December 2014, the Operating Partnership issued 2015 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards that are subject to vesting, vested at 20 % per year on each of the first five anniversaries of the initial grant date. The performance conditions measurement ended in December 2015 with unearned awards automatically forfeit. Additional awards were granted subject only to performance-based criteria and were fully vested on the date granted. 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.
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
2014 Plan
In December 2013, the Operating Partnership issued 2014 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards vested at 25 % per year on each of the first four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the performance-based awards were earned by the recipients, subject to satisfaction of service-based vesting conditions. 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.
The following table summarizes information about the Company’s 2015 and 2014 LTIP awards:
Total Vested and
Outstanding Units Weighted-
average
Grant-date
Fair Value
Balance as of December 31, 2023 97,637 $ 86.16
Converted ( 30,142 )
Balance as of December 31, 2024 67,495 $ 85.80
Converted ( 12,948 )
Balance as of December 31, 2025 54,547 $ 85.60
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.
(15) Segment Information
The Company’s segment disclosures present the measure used by the chief operating decision maker (“CODM”) for purposes of assessing each segment’s performance. The Company’s CODM is a group comprised of its Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, and Chief Investment Officer, who use net operating income (“NOI”) to assess the performance of the business for the Company’s reportable operating segments. NOI represents total property revenues less direct property operating expenses.
The CODM evaluates the Company’s operating performance geographically. The Company defines its reportable operating segments as the three geographical regions in which its communities are located: Southern California, Northern California and Seattle Metro.
Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income (loss). 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.
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Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2025, 2024 and 2023 ($ in thousands):
Year Ended December 31,
2025 2024 2023
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
Northern California 760,821 235,979 524,842 663,825 202,059 461,766 628,880 188,041 440,839
Seattle Metro 313,410 90,967 222,443 295,002 87,558 207,444 282,092 81,334 200,758
Other real estate assets 40,609 7,025 33,584 90,383 23,539 66,844 92,870 27,486 65,384
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
Total net operating income $ 1,318,978 $ 1,242,649 $ 1,170,506
Management and other fees from affiliates 9,381 10,265 11,131
Corporate-level property management expenses ( 49,052 ) ( 46,208 ) ( 43,593 )
Depreciation and amortization ( 607,542 ) ( 580,220 ) ( 548,438 )
General and administrative ( 71,948 ) ( 98,902 ) ( 63,474 )
Expensed acquisition and investment related costs ( 25 ) ( 72 ) ( 595 )
Casualty loss — — ( 433 )
Gain on sale of real estate and land 299,524 175,583 59,238
Interest expense ( 258,404 ) ( 235,529 ) ( 212,905 )
Total return swap income 4,729 3,099 3,148
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 ( 762 ) — —
Gain on remeasurement of co-investment 330 210,555 —
Net income $ 702,773 $ 811,306 $ 430,708
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024, and 2023
Total assets for each of the reportable operating segments as of December 31, 2025 and 2024 are summarized as follows ($ in thousands):
December 31,
2025 2024
Assets:
Southern California $ 4,194,554 $ 4,162,462
Northern California 6,136,977 5,414,689
Seattle Metro 1,412,405 1,460,865
Other real estate assets (1)
160,646 400,884
Net reportable operating segments - real estate assets 11,904,582 11,438,900
Real estate under development 157,122 52,682
Co-investments 630,550 935,014
Cash and cash equivalents, including restricted cash 85,586 75,846
Marketable securities 98,070 69,794
Notes and other receivables 141,591 206,706
Operating lease right-of-use assets 50,833 51,556
Prepaid expenses and other assets 90,675 96,861
Total assets $ 13,159,009 $ 12,927,359
(1) Includes retail space, commercial properties, held for sale properties and disposition properties.
(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 IRC. The Company matches 50 % of the employee contributions up to a specified maximum. Company contributions to the Plan were $ 4.0 million, $ 3.8 million, and $ 3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(17) Commitments and Contingencies
The Company’s total minimum lease payment commitments, underground leases, parking leases, and operating leases are disclosed in Note 11, Lease Agreements - Company as Lessee.
To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the 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, the impairment will be recognized.
The Company cannot determine the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company. No assurance can be given that: existing environmental assessments conducted with respect to any of these communities have revealed all environmental conditions or potential liabilities associated with such conditions; any prior owner or operator of a property did not create any material environmental condition not known to the Company; or a material unknown environmental condition does not otherwise exist as to any one or more of the communities. The Company has limited insurance coverage for some of the types of environmental conditions and associated liabilities described above.
The Company has entered into transactions that may require the Company to pay the tax liabilities of the partners or members in the Operating Partnership or in the DownREIT entities. 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 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.
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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. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of December 31, 2025, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.
The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. 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 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. As of December 31, 2025, PWI had cash and marketable securities of $ 106.7 million. These assets were consolidated in the Company’s financial statements. 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 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. The Company is also subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations. 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 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
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 .
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
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
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
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
Magnolia Square/Magnolia
Lane (2)
188 Sunnyvale, CA 52,465 8,190 24,736 20,412 8,191 45,147 53,338 ( 33,965 ) 1963 Sep-07 3-30
Marquis 166 San Jose, CA 45,601 20,495 47,823 3,731 20,495 51,554 72,049 ( 12,731 ) 2015 Dec-18 3-30
Paragon 301 Fremont, CA 59,232 32,230 77,320 7,552 32,230 84,872 117,102 ( 33,369 ) 2013 Jul-14 3-30
Sage at Cupertino 230 San Jose, CA 51,917 35,719 53,449 17,222 35,719 70,671 106,390 ( 26,859 ) 1971 Mar-17 3-30
The Barkley (3)
161 Anaheim, CA 14,958 — 8,520 10,294 2,353 16,461 18,814 ( 14,676 ) 1984 Apr-00 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
The Dylan 184 West Hollywood, CA 56,286 19,984 82,286 7,322 19,990 89,602 109,592 ( 33,847 ) 2015 Mar-15 3-30
The Galloway 506 Pleasanton, CA 102,939 32,966 184,499 10,840 32,966 195,339 228,305 ( 42,736 ) 2016 Jan-20 3-30
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
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
Alessio 624 Los Angeles, CA — 32,136 128,543 28,316 32,136 156,859 188,995 ( 71,301 ) 2001 Apr-14 5-30
Allegro 97 Valley Village, CA — 5,869 23,977 4,543 5,869 28,520 34,389 ( 16,423 ) 2010 Oct-10 3-30
Allure at Scripps Ranch 194 San Diego, CA — 11,923 47,690 7,043 11,923 54,733 66,656 ( 22,720 ) 2002 Apr-14 5-30
Alpine Village 301 Alpine, CA — 4,967 19,728 18,911 4,982 38,624 43,606 ( 27,056 ) 1971 Dec-02 3-30
Annaliese 56 Seattle, WA — 4,727 14,229 1,365 4,726 15,595 20,321 ( 7,121 ) 2009 Jan-13 3-30
Apex 367 Milpitas, CA — 44,240 103,251 14,518 44,240 117,769 162,009 ( 47,685 ) 2014 Aug-14 3-30
Aqua Marina Del Rey 500 Marina Del Rey, CA — 58,442 175,326 30,058 58,442 205,384 263,826 ( 91,041 ) 2001 Apr-14 5-30
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
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
Avenue 64 224 Emeryville, CA — 27,235 64,403 19,769 27,235 84,172 111,407 ( 34,930 ) 2007 Apr-14 5-30
Aviara (4)
166 Mercer Island, WA — — 49,813 3,874 — 53,687 53,687 ( 23,265 ) 2013 Apr-14 5-30
Avondale at Warner Center 446 Woodland Hills, CA — 10,536 24,522 36,827 10,601 61,284 71,885 ( 49,756 ) 1970 Jan-99 3-30
Beaumont 344 Woodinville, WA — 22,101 113,737 1,200 22,101 114,937 137,038 ( 4,221 ) 2009 Nov-24 3-30
Bel Air 462 San Ramon, CA — 12,105 18,252 54,136 12,682 71,811 84,493 ( 60,381 ) 1988 Jan-95 3-30
Belcarra 296 Bellevue, WA — 21,725 92,091 9,120 21,725 101,211 122,936 ( 42,200 ) 2009 Apr-14 5-30
Bella Villagio 231 San Jose, CA — 17,247 40,343 12,577 17,247 52,920 70,167 ( 27,614 ) 2004 Sep-10 3-30
BellCentre 249 Bellevue, WA — 16,197 67,207 8,749 16,197 75,956 92,153 ( 33,591 ) 2001 Apr-14 5-30
Bellerive 63 Los Angeles, CA — 5,401 21,803 2,272 5,401 24,075 29,476 ( 12,649 ) 2011 Aug-11 3-30
Belmont Terrace 71 Belmont, CA — 4,446 10,290 9,433 4,473 19,696 24,169 ( 14,459 ) 1974 Oct-06 3-30
Bennett Lofts 178 San Francisco, CA — 21,771 50,800 36,359 28,371 80,559 108,930 ( 40,548 ) 2004 Dec-12 3-30
Bernardo Crest 218 San Diego, CA — 10,802 43,209 11,183 10,802 54,392 65,194 ( 24,327 ) 1988 Apr-14 5-30
Bonita Cedars 120 Bonita, CA — 2,496 9,913 9,062 2,503 18,968 21,471 ( 14,016 ) 1983 Dec-02 3-30
Bothell Ridge 214 Bothell, WA — 7,440 48,321 3,176 7,440 51,497 58,937 ( 3,323 ) 1988 Mar-24 3-30
Boulevard 172 Fremont, CA — 3,520 8,182 18,054 3,580 26,176 29,756 ( 23,476 ) 1978 Jan-96 3-30
Brookside Oaks 170 Sunnyvale, CA — 7,301 16,310 30,763 10,328 44,046 54,374 ( 34,764 ) 1973 Jun-00 3-30
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
Bristol Commons 188 Sunnyvale, CA — 5,278 11,853 13,548 5,293 25,386 30,679 ( 22,492 ) 1989 Jan-95 3-30
Camarillo Oaks 564 Camarillo, CA — 10,953 25,254 14,334 11,075 39,466 50,541 ( 34,938 ) 1985 Jul-96 3-30
Cambridge Park 320 San Diego, CA — 18,185 72,739 9,555 18,185 82,294 100,479 ( 35,042 ) 1998 Apr-14 5-30
Camino Ruiz Square 160 Camarillo, CA — 6,871 26,119 4,427 6,931 30,486 37,417 ( 19,561 ) 1990 Dec-06 3-30
Canvas 123 Seattle, WA — 10,489 36,924 1,913 10,489 38,837 49,326 ( 5,773 ) 2014 Dec-21 3-30
Canyon Oaks 250 San Ramon, CA — 19,088 44,473 15,441 19,088 59,914 79,002 ( 35,642 ) 2005 May-07 3-30
Canyon Pointe 250 Bothell, WA — 4,692 18,288 13,218 4,693 31,505 36,198 ( 23,951 ) 1990 Oct-03 3-30
Capri at Sunny Hills 102 Fullerton, CA — 3,337 13,320 13,897 4,048 26,506 30,554 ( 20,441 ) 1961 Sep-01 3-30
Carmel Creek 348 San Diego, CA — 26,842 107,368 16,563 26,842 123,931 150,773 ( 52,929 ) 2000 Apr-14 5-30
Carmel Landing 356 San Diego, CA — 16,725 66,901 21,464 16,725 88,365 105,090 ( 40,328 ) 1989 Apr-14 5-30
Carmel Summit 248 San Diego, CA — 14,968 59,871 12,291 14,968 72,162 87,130 ( 31,030 ) 1989 Apr-14 5-30
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
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
CentrePointe 224 San Diego, CA — 3,405 7,743 26,010 3,442 33,716 37,158 ( 28,633 ) 1974 Jun-97 3-30
Century Towers 376 San Jose, CA — 14,865 157,787 1,618 14,865 159,405 174,270 ( 7,235 ) 2017 Sep-24 3-30
Chestnut Street 96 Santa Cruz, CA — 6,582 15,689 4,485 6,582 20,174 26,756 ( 11,677 ) 2002 Jul-08 3-30
City View 572 Hayward, CA — 9,883 37,670 46,307 10,350 83,510 93,860 ( 71,224 ) 1975 Mar-98 3-30
Collins on Pine 76 Seattle, WA — 7,276 22,226 1,526 7,276 23,752 31,028 ( 9,510 ) 2013 May-14 3-30
Connolly Station 309 Dublin, CA — 19,949 123,428 6,284 19,949 129,712 149,661 ( 29,007 ) 2014 Jan-20 3-30
Corbella at Juanita Bay 169 Kirkland, WA — 5,801 17,415 7,255 5,801 24,670 30,471 ( 13,648 ) 1978 Nov-10 3-30
Cortesia 308 Rancho Santa Margarita, CA — 13,912 55,649 8,526 13,912 64,175 78,087 ( 27,089 ) 1999 Apr-14 5-30
Country Villas 180 Oceanside, CA — 4,174 16,583 9,832 4,187 26,402 30,589 ( 19,405 ) 1976 Dec-02 3-30
Courtyard off Main 110 Bellevue, WA — 7,465 21,405 9,518 7,465 30,923 38,388 ( 16,857 ) 2000 Oct-10 3-30
Crow Canyon 400 San Ramon, CA — 37,579 87,685 21,737 37,579 109,422 147,001 ( 51,114 ) 1992 Apr-14 5-30
Deer Valley 171 San Rafael, CA — 21,478 50,116 7,450 21,478 57,566 79,044 ( 25,183 ) 1996 Apr-14 5-30
Domaine 92 Seattle, WA — 9,059 27,177 2,241 9,059 29,418 38,477 ( 13,730 ) 2009 Sep-12 3-30
Elevation 158 Redmond, WA — 4,758 14,285 9,530 4,757 23,816 28,573 ( 15,410 ) 1986 Jun-10 3-30
Ellington 220 Bellevue, WA — 15,066 45,249 8,505 15,066 53,754 68,820 ( 22,695 ) 1994 Jul-14 3-30
Emerald Pointe 160 Diamond Bar, CA — 8,458 33,832 4,692 8,458 38,524 46,982 ( 16,726 ) 1989 Apr-14 5-30
Emerald Ridge 180 Bellevue, WA — 3,449 7,801 9,895 3,449 17,696 21,145 ( 15,747 ) 1987 Nov-94 3-30
Emerson Valley Village 144 Los Angeles, CA — 13,378 53,240 3,597 13,378 56,837 70,215 ( 18,418 ) 2012 Dec-16 3-30
Emme 190 Emeryville, CA — 15,039 80,532 2,645 15,039 83,177 98,216 ( 17,866 ) 2015 Jan-20 3-30
Enso 183 San Jose, CA — 21,397 71,135 6,522 21,397 77,657 99,054 ( 27,012 ) 2014 Dec-15 3-30
Epic 769 San Jose, CA — 89,111 307,769 8,982 89,111 316,751 405,862 ( 66,730 ) 2013 Jan-20 3-30
Esplanade 278 San Jose, CA — 18,170 40,086 20,864 18,429 60,691 79,120 ( 45,294 ) 2002 Apr-04 3-30
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
Evergreen Heights 200 Kirkland, WA — 3,566 13,395 10,976 3,649 24,288 27,937 ( 21,022 ) 1990 Jun-97 3-30
Fairhaven 164 Santa Ana, CA — 2,626 10,485 13,885 2,957 24,039 26,996 ( 18,760 ) 1970 Nov-01 3-30
Fairway at Big Canyon (5)
74 Newport Beach, CA — — 7,850 10,207 — 18,057 18,057 ( 16,954 ) 1972 Jun-99 3-28
Fairwood Pond 194 Renton, WA — 5,296 15,564 8,334 5,297 23,897 29,194 ( 16,692 ) 1997 Oct-04 3-30
Foothill Commons 394 Bellevue, WA — 2,435 9,821 46,499 2,440 56,315 58,755 ( 52,928 ) 1978 Mar-90 3-30
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
F- 57
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
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
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
Hacienda at Camarillo Oaks 73 Camarillo, CA — 5,497 17,572 3,779 5,497 21,351 26,848 ( 2,597 ) 1984 Apr-23 3-30
The Henley I/The Henley II 215 Glendale, CA — 6,695 16,753 32,997 6,733 49,712 56,445 ( 43,942 ) 1970 Jun-99 3-30
Highlands at Wynhaven 333 Issaquah, WA — 16,271 48,932 19,790 16,271 68,722 84,993 ( 44,552 ) 2000 Aug-08 3-30
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
Huntington Breakers 344 Huntington Beach, CA — 9,306 22,720 27,729 9,315 50,440 59,755 ( 45,360 ) 1984 Oct-97 3-30
Inglenook Court 224 Bothell, WA — 3,467 7,881 11,762 3,474 19,636 23,110 ( 17,340 ) 1985 Oct-94 3-30
Lafayette Highlands 150 Lafayette, CA — 17,774 41,473 17,905 17,774 59,378 77,152 ( 24,214 ) 1973 Apr-14 5-30
Lakeshore Landing 308 San Mateo, CA — 38,155 89,028 18,003 38,155 107,031 145,186 ( 47,766 ) 1988 Apr-14 5-30
Laurels at Mill Creek 164 Mill Creek, WA — 1,559 6,430 10,583 1,595 16,977 18,572 ( 14,844 ) 1981 Dec-96 3-30
Le Parc 140 Santa Clara, CA — 3,090 7,421 16,943 3,092 24,362 27,454 ( 21,573 ) 1975 Feb-94 3-30
Marbrisa 202 Long Beach, CA — 4,700 18,605 13,786 4,760 32,331 37,091 ( 25,240 ) 1987 Sep-02 3-30
Marina City Club (6)
101 Marina Del Rey, CA — — 28,167 36,402 — 64,569 64,569 ( 46,402 ) 1971 Jan-04 3-30
Marina Cove (7)
292 Santa Clara, CA — 5,320 16,431 23,732 5,324 40,159 45,483 ( 35,246 ) 1974 Jun-94 3-30
Mariner’s Place 106 Oxnard, CA — 1,555 6,103 4,465 1,562 10,561 12,123 ( 8,371 ) 1987 May-00 3-30
Maxwell Sunnyvale 75 San Jose, CA — 9,710 37,292 454 9,710 37,746 47,456 ( 2,295 ) 2022 Apr-24 3-30
MB 360 360 San Francisco, CA — 42,001 212,648 24,659 42,001 237,307 279,308 ( 89,142 ) 2014 Apr-14 3-30
Meadowood 320 Simi Valley, CA — 19,080 98,881 1,750 19,080 100,631 119,711 ( 4,324 ) 1986 Oct-24 3-30
Mesa Village 133 Clairemont, CA — 1,888 7,498 3,927 1,894 11,419 13,313 ( 8,819 ) 1963 Dec-02 3-30
Mill Creek at Windermere 400 San Ramon, CA — 29,551 69,032 16,181 29,551 85,213 114,764 ( 52,568 ) 2005 Sep-07 3-30
Mio 103 San Jose, CA — 11,012 39,982 3,154 11,012 43,136 54,148 ( 15,036 ) 2015 Jan-16 3-30
Mirabella 188 Marina Del Rey, CA — 6,180 26,673 22,137 6,270 48,720 54,990 ( 37,519 ) 2000 May-00 3-30
Mira Monte 356 Mira Mesa, CA — 7,165 28,459 19,200 7,186 47,638 54,824 ( 36,551 ) 1982 Dec-02 3-30
Miracle Mile/Marbella 236 Los Angeles, CA — 7,791 23,075 22,833 7,886 45,813 53,699 ( 37,872 ) 1988 Aug-97 3-30
Mission Hills 282 Oceanside, CA — 10,099 38,778 18,363 10,167 57,073 67,240 ( 40,293 ) 1984 Jul-05 3-30
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
F- 58
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
Montebello 248 Kirkland, WA — 13,857 41,575 19,686 13,858 61,260 75,118 ( 29,398 ) 1996 Jul-12 3-30
Montejo 124 Garden Grove, CA — 1,925 7,685 7,525 2,194 14,941 17,135 ( 10,887 ) 1974 Nov-01 3-30
Monterey Villas 122 Oxnard, CA — 2,349 5,579 10,382 2,424 15,886 18,310 ( 12,639 ) 1974 Jul-97 3-30
Muse 152 North Hollywood, CA — 7,822 33,436 8,053 7,823 41,488 49,311 ( 23,052 ) 2011 Feb-11 3-30
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
Palm Valley 1,100 San Jose, CA — 133,802 312,205 44,690 133,802 356,895 490,697 ( 121,062 ) 2008 Jan-17 3-30
Park Catalina 90 Los Angeles, CA — 4,710 18,839 6,065 4,710 24,904 29,614 ( 12,755 ) 2002 Jun-12 3-30
Park Highland 250 Bellevue, WA — 9,391 38,224 17,232 9,391 55,456 64,847 ( 30,163 ) 1993 Apr-14 5-30
Park Hill at Issaquah 245 Issaquah, WA — 7,284 21,937 16,526 7,284 38,463 45,747 ( 28,447 ) 1999 Feb-99 3-30
Park Viridian 326 Anaheim, CA — 15,894 63,574 11,194 15,894 74,768 90,662 ( 31,790 ) 2008 Apr-14 5-30
Park West 126 San Francisco, CA — 9,424 21,988 15,349 9,424 37,337 46,761 ( 23,388 ) 1958 Sep-12 3-30
Parkside Court 210 Santa Ana, CA — 11,276 47,272 2,064 11,276 49,336 60,612 ( 3,249 ) 1986 Mar-24 3-30
Parkwood at Mill Creek 240 Mill Creek, WA — 10,680 42,722 6,340 10,680 49,062 59,742 ( 21,340 ) 1989 Apr-14 5-30
Patina at Midtown 269 San Jose, CA — 13,472 102,940 1,672 13,472 104,612 118,084 ( 5,338 ) 2021 Jul-24 3-30
Patent 523 295 Seattle, WA — 14,558 69,417 10,017 14,558 79,434 93,992 ( 44,131 ) 2010 Mar-10 3-30
Pathways at Bixby Village 296 Long Beach, CA — 4,083 16,757 25,367 6,239 39,968 46,207 ( 37,123 ) 1975 Feb-91 3-30
Piedmont 396 Bellevue, WA — 19,848 59,606 23,707 19,848 83,313 103,161 ( 40,540 ) 1969 May-14 3-30
Pinehurst (8)
28 Ventura, CA — — 1,711 1,353 — 3,064 3,064 ( 2,447 ) 1973 Dec-04 3-24
Pinnacle at Fullerton 192 Fullerton, CA — 11,019 45,932 8,438 11,019 54,370 65,389 ( 24,148 ) 2004 Apr-14 5-30
Pinnacle on Lake Washington 180 Renton, WA — 7,760 31,041 7,127 7,760 38,168 45,928 ( 17,485 ) 2001 Apr-14 5-30
Pinnacle at MacArthur Place 253 Santa Ana, CA — 15,810 66,401 14,089 15,810 80,490 96,300 ( 34,315 ) 2002 Apr-14 5-30
Pinnacle at Otay Ranch I & II 364 Chula Vista, CA — 17,023 68,093 11,055 17,023 79,148 96,171 ( 34,138 ) 2001 Apr-14 5-30
Pinnacle at Talega 362 San Clemente, CA — 19,292 77,168 14,312 19,292 91,480 110,772 ( 38,001 ) 2002 Apr-14 5-30
Pinnacle Sonata 268 Bothell, WA — 14,647 58,586 11,380 14,647 69,966 84,613 ( 31,246 ) 2000 Apr-14 5-30
Pointe at Cupertino 116 Cupertino, CA — 4,505 17,605 15,816 4,505 33,421 37,926 ( 26,248 ) 1963 Aug-98 3-30
Pure Redmond 105 Redmond, WA — 7,461 31,363 3,071 7,461 34,434 41,895 ( 8,064 ) 2016 Dec-19 3-30
Radius 264 Redwood City, CA — 11,702 152,336 6,188 11,702 158,524 170,226 ( 66,016 ) 2015 Apr-14 3-30
Reed Square 100 Sunnyvale, CA — 6,873 16,037 10,366 6,873 26,403 33,276 ( 16,440 ) 1970 Jan-12 3-30
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
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
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
San Marcos 432 Richmond, CA — 15,563 36,204 43,841 22,866 72,742 95,608 ( 52,605 ) 2003 Nov-03 3-30
Santee Court/Santee Village 238 Los Angeles, CA — 9,581 40,317 20,704 9,582 61,020 70,602 ( 34,687 ) 2004 Oct-10 3-30
Shadow Point 172 Spring Valley, CA — 2,812 11,170 9,718 2,820 20,880 23,700 ( 14,937 ) 1983 Dec-02 3-30
Shadowbrook 418 Redmond, WA — 19,292 77,168 16,012 19,292 93,180 112,472 ( 40,204 ) 1986 Apr-14 5-30
Skye at Bunker Hill 456 Los Angeles, CA — 11,498 27,871 109,048 11,639 136,778 148,417 ( 122,182 ) 1968 Mar-98 3-30
Slater 116 108 Kirkland, WA — 7,379 22,138 2,425 7,379 24,563 31,942 ( 10,825 ) 2013 Sep-13 3-30
Solstice 280 Sunnyvale, CA — 34,444 147,262 11,027 34,444 158,289 192,733 ( 68,715 ) 2014 Apr-14 5-30
Station Park Green 599 San Mateo, CA — 54,782 314,694 107,881 67,204 410,153 477,357 ( 118,706 ) 2018 Mar-18 3-30
Stevenson Place 200 Fremont, CA — 996 5,582 16,993 1,001 22,570 23,571 ( 20,321 ) 1975 Apr-00 3-30
Stonehedge Village 196 Bothell, WA — 3,167 12,603 14,500 3,201 27,069 30,270 ( 22,633 ) 1986 Oct-97 3-30
Summerhill Park 100 Sunnyvale, CA — 2,654 4,918 12,254 2,656 17,170 19,826 ( 16,473 ) 1988 Sep-88 3-30
Summit Park 300 San Diego, CA — 5,959 23,670 13,684 5,977 37,336 43,313 ( 27,927 ) 1972 Dec-02 3-30
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
The Avery 122 Los Angeles, CA — 6,964 29,922 3,055 6,964 32,977 39,941 ( 13,287 ) 2014 Mar-14 3-30
The Bernard 63 Seattle, WA — 3,699 11,345 1,306 3,689 12,661 16,350 ( 6,459 ) 2008 Sep-11 3-30
The Blake LA 196 Los Angeles, CA — 4,023 9,527 26,560 4,031 36,079 40,110 ( 31,310 ) 1979 Jun-97 3-30
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 Hallie 292 Pasadena, CA — 2,202 4,794 59,333 8,385 57,944 66,329 ( 52,643 ) 1972 Apr-97 3-30
The Havens 440 Fountain Valley, CA — 26,138 137,933 2,374 26,138 140,307 166,445 ( 8,782 ) 1969 Mar-24 3-30
The Huntington 276 Huntington Beach, CA — 10,374 41,495 11,291 10,374 52,786 63,160 ( 26,703 ) 1975 Jun-12 3-30
The Landing at Jack London Square 282 Oakland, CA — 33,554 78,292 11,952 33,554 90,244 123,798 ( 40,461 ) 2001 Apr-14 5-30
The Lofts at Pinehurst 118 Ventura, CA — 1,570 3,912 7,172 1,618 11,036 12,654 ( 9,008 ) 1971 Jun-97 3-30
The Palisades 192 Bellevue, WA — 1,560 6,242 17,956 1,565 24,193 25,758 ( 21,385 ) 1977 May-90 3-30
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives
Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1)
depreciation construction acquired (years)
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
The Trails of Redmond 423 Redmond, WA — 21,930 87,720 12,417 21,930 100,137 122,067 ( 43,636 ) 1985 Apr-14 5-30
The Village at Toluca Lake 146 Burbank, CA — 14,634 48,297 3,002 14,634 51,299 65,933 ( 8,728 ) 1974 Jun-21 3-30
Tierra Vista 404 Oxnard, CA — 13,652 53,336 14,508 13,661 67,835 81,496 ( 48,040 ) 2001 Jan-01 3-30
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
Valley Park 160 Fountain Valley, CA — 3,361 13,420 10,140 3,761 23,160 26,921 ( 17,173 ) 1969 Nov-01 3-30
Via 284 Sunnyvale, CA — 22,000 82,270 9,543 22,016 91,797 113,813 ( 47,333 ) 2011 Jul-11 3-30
Villa Angelina 256 Placentia, CA — 4,498 17,962 11,835 4,962 29,333 34,295 ( 22,697 ) 1970 Nov-01 3-30
Villa Granada 270 Santa Clara, CA — 38,299 89,365 6,220 38,299 95,585 133,884 ( 39,711 ) 2010 Apr-14 5-30
Villa Siena 274 Costa Mesa, CA — 13,842 55,367 20,855 13,842 76,222 90,064 ( 34,434 ) 1974 Apr-14 5-30
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
Vox 58 Seattle, WA — 5,545 16,635 1,326 5,545 17,961 23,506 ( 7,359 ) 2013 Oct-13 3-30
Wallace on Sunset 200 Los Angeles, CA — 24,005 80,466 7,131 24,005 87,597 111,602 ( 29,720 ) 2021 Dec-21 3-30
Walnut Heights 163 Walnut, CA — 4,858 19,168 8,641 4,887 27,780 32,667 ( 20,452 ) 1964 Oct-03 3-30
Wandering Creek 156 Kent, WA — 1,285 4,980 8,096 1,296 13,065 14,361 ( 11,054 ) 1986 Nov-95 3-30
Waterford Place 238 San Jose, CA — 11,808 24,500 21,004 15,165 42,147 57,312 ( 34,779 ) 2000 Jun-00 3-30
Wharfside Pointe 155 Seattle, WA — 2,245 7,020 15,087 2,258 22,094 24,352 ( 20,138 ) 1990 Jun-94 3-30
Willow Lake 508 San Jose, CA — 43,194 101,030 24,146 43,194 125,176 168,370 ( 63,519 ) 1989 Oct-12 3-30
5600 Wilshire 284 Los Angeles, CA — 30,535 91,604 12,243 30,535 103,847 134,382 ( 44,045 ) 2008 Apr-14 5-30
Wilshire La Brea 478 Los Angeles, CA — 56,932 211,998 25,890 56,932 237,888 294,820 ( 102,009 ) 2014 Apr-14 5-30
Wilshire Promenade 149 Fullerton, CA — 3,118 7,385 18,073 3,797 24,779 28,576 ( 19,680 ) 1992 Jan-97 3-30
Windsor Court 95 Los Angeles, CA — 6,383 23,420 1,602 6,383 25,022 31,405 ( 3,255 ) 1987 Jul-22 3-30
Windsor Ridge 216 Sunnyvale, CA — 4,017 10,315 19,201 4,021 29,512 33,533 ( 28,010 ) 1989 Mar-89 3-30
Woodland Commons 302 Bellevue, WA — 2,040 8,727 29,289 2,044 38,012 40,056 ( 30,366 ) 1978 Mar-90 3-30
Woodside Village 145 Ventura, CA — 5,331 21,036 8,308 5,341 29,334 34,675 ( 20,892 ) 1987 Dec-04 3-30
51,468 $ — $ 2,980,852 $ 10,981,195 $ 2,848,506 $ 3,031,096 $ 13,779,457 $ 16,810,553 $ ( 5,957,556 )
F- 61
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
($ in thousands)
Costs
Initial cost capitalized Gross amount carried at close of period
Buildings and subsequent Land and Buildings and Accumulated
Property Encumbrance Land improvements to acquisition improvements improvements Total (1)
depreciation
Other real estate assets — 46,781 16,585 18,191 48,142 33,415 81,557 ( 22,994 )
$ — $ 46,781 $ 16,585 $ 18,191 $ 48,142 $ 33,415 $ 81,557 $ ( 22,994 )
Total $ 784,347 $ 3,308,897 $ 12,060,444 $ 3,067,244 $ 3,363,169 $ 15,073,416 $ 18,436,585 $ ( 6,532,003 )
(1) The aggregate cost for federal income tax purposes is approximately $ 14.6 billion (unaudited).
(2) A portion of land is leased pursuant to a ground lease expiring 2070.
(3) The land is leased pursuant to a ground lease expiring 2083.
(4) The land is leased pursuant to a ground lease expiring 2070.
(5) The land is leased pursuant to a ground lease expiring 2027.
(6) The land is leased pursuant to a ground lease expiring 2067.
(7) A portion of land is leased pursuant to a ground lease expiring in 2028.
(8) The land is leased pursuant to a ground lease expiring in 2028.
A summary of activity for rental properties and accumulated depreciation is as follows:
Year Ended December 31, Year Ended December 31,
2025 2024 2023 2025 2024 2023
Rental properties: Accumulated depreciation:
Balance at beginning of year $ 17,589,518 $ 16,135,223 $ 15,966,227 Balance at beginning of year $ 6,150,618 $ 5,664,931 $ 5,152,133
Acquisition, development, and improvement of real estate 1,279,457 1,614,570 235,423 Depreciation expense 595,867 571,813 545,702
Disposition of real estate and other ( 432,390 ) ( 160,275 ) ( 66,427 ) Accumulated depreciation - Disposals and other
( 214,482 ) ( 86,126 ) ( 32,904 )
Balance at the end of year $ 18,436,585 $ 17,589,518 $ 16,135,223 Balance at the end of year $ 6,532,003 $ 6,150,618 $ 5,664,931
F- 62
Table of Contents
EXHIBIT INDEX
Exhibit No. Document
3.1
Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.
3.2
Seventh Amended and Restated Bylaws of Essex Property Trust, Inc. (effective as of December 8, 2022), attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 13, 2022, and incorporated herein by reference.
3.3
Certificate of Limited Partnership of Essex Portfolio, L.P. and amendments thereto, attached as Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference .
4.1
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached as Exhibit 4.14 to the Company’s Annual Report on Form 10-K, filed February 23, 2023, and incorporated herein by reference.
4.2
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.
4.3
Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.375% Senior Notes due 2026 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 11, 2016, and incorporated herein by reference.
4.4
Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.625% Senior Notes due 2027 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 10, 2017, and incorporated herein by reference.
4.5
Indenture, dated March 8, 2018, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 4.500% Senior Notes due 2048 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 8, 2018, and incorporated herein by reference.
4. 6
Indenture, dated February 11, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 4.000% Senior Notes due 2029 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2019, and incorporated herein by reference.
4 .7
Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 7, 2019, and incorporated herein by reference.
4. 8
Indenture, dated February 11, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 2.650% Senior Notes due 2032 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2020, and incorporated herein by reference.
4. 9
Indenture, dated August 24, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.650% Senior Notes due 2031, the form of 2.650% Senior Notes due 2050 and the guarantees thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 24, 2020, and incorporated herein by reference.
4 .10
Indenture, dated March 1, 2021, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.700% Senior Notes due 2028 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 1, 2021, and incorporated herein by reference.
4. 11
Indenture, dated June 1, 2021, among Essex Portfolio, L.P., Essex portfolio Trust, Inc. and U.S. Bank National Association, as trustee, including the form of 2.550% Senior Notes due 2031 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 1, 2021, and incorporated herein by reference.
4. 12
Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.
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4.1 3
First Supplemental Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. 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.
4.1 4
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.
4.1 5
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.
10.1
Agreement between Essex Property Trust, Inc. and George M. Marcus, dated March 27, 2003 attached as Exhibit 10.32 to the Company’s Annual Report on Form 10-K, filed March 31, 2003, and incorporated herein by reference.
10.2
Essex Property Trust, Inc. Deferred Compensation Plan, As Amended and Restated As of January 1, 2021, attached as Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.
10.3
Form of Indemnification Agreement between Essex Property Trust, Inc. 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. #
10. 4
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.
10. 5
Amended and Restated Essex Property Trust Inc. Executive Severance Plan attached as Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference. #
10. 6
Essex Property Trust, Inc. 2013 Stock Award and Incentive Compensation Plan, attached as Appendix B 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. #
10. 7
Essex Property Trust, Inc. 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. #
10. 8
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. #
10. 9
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. #
10. 10
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.
10.1 1
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. #
10.1 2
Essex Property Trust, Inc. 2018 Stock Award and Incentive Compensation Plan, attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 15, 2018, filed March 23, 2018, and incorporated herein by reference. #
10.1 3
Form of Non-Employee Director Restricted Stock Award Agreement, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference. #
10.1 4
Form of Non-Employee Director Stock Option Award Agreement, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference. #
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10.1 5
Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted prior to fiscal year 2024, attached as Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference. #
10.1 6
Forms of Essex Property Trust, Inc. 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. #
10. 17
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. #
10. 1 8
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.
10. 19
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.
10. 2 0 *
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. †
19.1
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.
21.1 *
List of Subsidiaries of Essex Property Trust, Inc. and Essex Portfolio, L.P.
23.1 *
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 *
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1 *
Power of Attorney (see signature page)
31.1 *
Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 *
Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 *
Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *
Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2 *
Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.3 *
Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.4 *
Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
97.1
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.
99.1 *
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.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* 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.
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SIGNATURES
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 .
(Registrant)
Date: February 20, 2026
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)
Date: February 20, 2026
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer
ESSEX PORTFOLIO, L.P.
By: Essex Property Trust, Inc., its general partner
(Registrant)
Date: February 20, 2026
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)
Date: February 20, 2026
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer
S-1
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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 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.
Signature
Title
Date
/s/ GEORGE M. MARCUS
George M. Marcus
Director and Chairman of the Board February 20, 2026
/s/ KEITH R. GUERICKE
Keith R. Guericke
Director, and Vice Chairman of the Board
February 20, 2026
/s/ IRVING F. LYONS, III
Irving F. Lyons, III
Lead Director February 20, 2026
/s/ JOHN V. ARABIA
John V. Arabia
Director February 20, 2026
/s/ ANNE B. GUST
Anne B. Gust
Director February 20, 2026
/s/ MARIA R. HAWTHORNE
Maria R. Hawthorne
Director February 20, 2026
/s/ AMAL M. JOHNSON
Amal M. Johnson
Director February 20, 2026
/s/ MARY KASARIS
Mary Kasaris
Director February 20, 2026
/s/ ANGELA L. KLEIMAN
Angela L. Kleiman
Chief Executive Officer and President, and Director
(Principal Executive Officer) February 20, 2026
S-2