Camden Property Trust (CPT) 10-K risk factor changes: FY2023 vs FY2022

- regional economic downturns, including, but not limited to, business layoffs, [removed: downsizing] [added: downsizing,] and increased unemployment, which may impact one or more of our geographical markets;

Our properties compete directly with other multifamily properties, condominiums, single-family homes, [added: and] third-party providers of short-term [removed: rentals and serviced apartments,] [added: rentals,] which are available for rent or purchase in the markets in which our properties are located.

In [removed: 2023,] [added: 2024,] we expect to incur costs between approximately [removed: $190] [added: $120] million and [removed: $200] [added: $130] million related to the construction of [removed: six consolidated] [added: four] projects.

Additionally, during [removed: 2023,] [added: 2024,] we expect to incur costs between approximately [removed: $85] [added: $40] million and [removed: $105] [added: $60] million related to the start of new development activities, between approximately [removed: $93] [added: $90] million and [removed: $97] [added: $94] million related to repositions, redevelopment, repurposes, and revenue enhancing expenditures and between approximately [removed: $96] [added: $101] million and [removed: $100] [added: $105] million of additional recurring capital expenditures.

Our development, reposition, [removed: redevelopment] [added: redevelopment,] and other construction activities may also be exposed to a number of risks which may delay timely completion, increase our construction [removed: costs] [added: costs,] and/or decrease our profitability, including the following:

Our inability to successfully implement our development, repositions, [removed: redevelopment] [added: redevelopment,] and construction strategy could adversely affect our results of operations and our ability to satisfy our financial obligations and pay distributions to shareholders.

One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered [removed: into] between it and third parties.

The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a [removed: project,] [added: project] and assumes the risk when these estimates are greater than anticipated.

- the expected occupancy, rental [removed: rates] [added: rates,] and operating expenses may differ from the actual results;

We also use mobile devices, social networking, outside [removed: vendors] [added: vendors,] and other online activities to connect with our employees, [removed: suppliers] [added: suppliers,] and residents.

Such uses and the on-going advancement in technology [added: such as generative artificial intelligence, machine learning, and remote connectivity solutions] give rise to potential cybersecurity risks with increasing sophistication, including but not limited to, security breaches, espionage, system disruption, [removed: theft] [added: theft,] and inadvertent release of confidential information.

The theft, destruction, loss, misappropriation, or release of sensitive data, confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential [removed: liability] [added: liability,] and competitive disadvantage, any of which could result in a material adverse effect on our financial condition or results of operations.

As of December 31, [removed: 2022,] [added: 2023,] we had outstanding debt of approximately $3.7 billion.

- [added: increasing] our vulnerability to general adverse economic and industry [removed: conditions is increased;] [added: conditions;] and

- [added: limiting] our flexibility in planning for, or reacting to, changes in business and industry [removed: conditions is limited.][added: conditions.]

The notes related to our properties subject to secured debt, our unsecured [added: term loans, and unsecured revolving] credit facility, and the indenture under which our unsecured debt was issued contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios.

Rising interest rates could [removed: both] increase our borrowing costs, [removed: thereby adversely affecting our cash flows and] [added: lower] the [removed: amounts available for distribution to] [added: value of] our [removed: shareholders,] [added: real estate,] and decrease our share price, [removed: if] [added: leading] investors [added: to] seek higher yields through other investments.

[removed: We] [added: As of the date of this filing, we] have [removed: secured notes] [added: an unsecured term loan] with varying interest rates dependent upon various market indexes.

An environment of rising interest rates [removed: could] [added: may] also [added: result in a decrease in the value of our real estate and a decrease in the market price of our shares, which may] lead holders of our securities to seek higher yields through other [removed: investments, which could adversely affect the market price of our shares.][added: investments.]

Fitch, Moody's, and Standard & Poor's, the major debt rating agencies, routinely evaluate our debt and have given us ratings of A- with stable outlook, A3 with stable outlook, and A- with stable outlook, respectively, on our senior unsecured debt as of December 31, [removed: 2022.][added: 2023.]

The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer, or prevent a change in [removed: control.]

These provisions may also deter tender offers for our common shares which may be attractive to you or limit your [added: opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.]

The form, [removed: timing] [added: timing,] and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.

The form, [removed: timing] [added: timing,] and amount of dividend distributions will be declared at the discretion of our Board of Trust Managers and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant.

The Board of Trust Managers may modify the form, [removed: timing] [added: timing,] and amount of dividends from time to time.

Environmental, [removed: Social] [added: social,] and [removed: Governance] [added: governance] factors may impose additional costs and/or expose us to new risks

Certain investors, customers, [removed: regulators] [added: regulators,] and other stakeholders [removed: have focused more on] [added: are placing increased importance] corporate responsibility, specifically related to environmental, [removed: social] [added: social,] and governance [removed: (“ESG”)] [added: ("ESG")] factors.

Additionally, there is increased attention [removed: on] [added: to] these matters by various [added: state and federal] regulatory authorities, including the SEC, and the expense and activities necessary to comply with new regulations or standards may be [removed: significant.][added: significant, which may adversely impact our financial results.]

Third-party providers of corporate responsibility ratings and reports on companies have [removed: also increased in number,] [added: increased,] resulting in varied, and [removed: in some cases,] [added: potentially,] inconsistent standards.

[removed: Some] [added: Also, some] investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us [removed: if they believe] [added: based on their assessment of] our [removed: policies relating] [added: approach] to ESG [removed: are inadequate.][added: factors, which could have an adverse impact on the price of our securities.]

As an owner, [removed: manager] [added: manager,] and developer of multifamily properties, we may incur liability based on various conditions at our properties and the buildings thereon, and we also have become and in the future may become involved in legal proceedings, including consumer, employment, tort or commercial litigation, which if decided adversely to or settled by us, and not adequately covered by insurance, could result in liability which is material to our financial condition or results of operations.

- operating results which vary from the expectations of [removed: securities] [added: securities'] analysts and investors;

Throughout 2023, in efforts to curb inflation, the Federal Reserve increased interest rates.

Additionally, as a result of concerns about the recent deterioration in the financial markets, including the failures of banks during 2023, the cost of obtaining debt from credit and capital markets increased as many lenders increased interest rates, enacted tighter lending standards, and reduced and, in some cases ceased, to provide funding to borrowers.

If we need to incur debt from a source other than our revolving credit facility, we cannot be certain the additional financing will be available to the extent required and on acceptable terms.

If debt financing on acceptable terms is not available, we may be unable to fully execute our growth strategy, otherwise take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our results of operations, financial condition (including liquidity), and our ability to make distributions to shareholders.

- global or locally-targeted pandemics, epidemics, or other health crises, and any related measures enacted to prevent their spread or restricting our ability to enforce contractual rental obligations upon our residents.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

In addition, we have an unsecured revolving credit facility bearing interest at variable rates on all amounts drawn and a senior unsecured note which has been converted into a floating rate instrument through an interest rate swap arrangement.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

control.

We may face reputational damage if our corporate responsibility procedures or standards do not meet the standards met by various constituencies.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

- increases in market interest rates may lower the values of our real estate and the price of our shares; and

We therefore may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire assets and continue our development activities.

- risks associated with a pandemic.

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

In addition, we have an unsecured credit facility bearing interest at variable rates on all amounts drawn.

One of the factors which may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments.

opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.

The regulations and criteria for assessing corporate responsibility practices are evolving, which could result in our undertaking costly initiatives and activities to meet any new regulations or criteria.

Additionally, if we are unable to or elect not to satisfy any new regulation or criteria, or do not meet the criteria of a specific third-party provider, some investors may conclude our policies with respect to ESG are inadequate, and we may face reputational damage.

We have communicated certain initiatives and goals regarding ESG matters in our 2021-2022 Corporate Responsibility Report on our website, and we may communicate revised or additional initiatives or goals in the future.

We could be unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, or we could be criticized for the scope of our initiatives or goals.

If we fail to meet the expectations of investors, customers, regulators, and other stakeholders; our initiatives are not executed as planned; or we do not achieve our goals, our reputation and financial results could be adversely impacted.

A pandemic and measures intended to prevent its spread could negatively impact our business.

The impact of a new pandemic outbreak and measures to prevent its spread could negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate.

Additionally, local and national authorities could continue to expand and extend certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants.

An ongoing pandemic could continue to cause severe economic, market and other disruptions worldwide.

In addition, the deterioration of economic conditions as a result of a pandemic could ultimately decrease occupancy levels and market rents across our portfolio as residents reduce or defer their spending.

- increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and

Discussion of our year-to-date comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] is presented below.

Year-to-date comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] can be found in "Part II.

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

- Rising interest rates could [removed: both] increase our borrowing costs, [removed: thereby adversely affecting our cash flows and] [added: lower] the [removed: amounts available for distribution to] [added: value of] our [removed: shareholders,] [added: real estate,] and decrease our share price, [removed: if] [added: leading] investors [added: to] seek higher yields through other investments;

- The form, [removed: timing] [added: timing,] and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;

- Environmental, [removed: Social] [added: social,] and [removed: Governance] [added: governance] factors may impose additional costs and/or expose us to new risks;

As of December 31, [removed: 2022,] [added: 2023,] we owned interests in, operated, or were developing [removed: 178] [added: 176] multifamily properties comprised of [removed: 60,652] [added: 59,800] apartment homes across the United States as detailed in the Property Portfolio table below.

Our results for the year ended December 31, [removed: 2022,] [added: 2023,] reflect an increase in same store revenues of approximately [removed: 11.2%] [added: 5.1%] as compared to the same period in [removed: 2021.][added: 2022.]

The increase was primarily due to higher average rental rates which we believe was primarily attributable to [removed: improving] job growth, favorable demographics with a higher propensity to rent versus buy, [removed: higher] [added: continued] demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.

However, if [added: this were to change or other] economic conditions were to worsen, our operating results could be adversely affected.

Net income attributable to common shareholders was [removed: $653.6] [added: $403.3] million and [removed: $303.9] [added: $653.6] million for the years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.

The [removed: increase] [added: decrease] during the year ended December 31, [removed: 2022] [added: 2023] as compared to the same period in [removed: 2021] [added: 2022] was primarily due to a $474.1 million gain recognized [added: in 2022] as a result of the remeasurement of our previously held 31.3% ownership interest in two unconsolidated [removed: investment funds] [added: Funds] (collectively, [added: "the Funds" or "the acquisition of] the [removed: "Funds")] [added: Funds")] upon our acquiring the remaining ownership interests [removed: in these Funds] on April 1, [removed: 2022, and an increase in property operations.][added: 2022.]

See further discussion of our [removed: 2022] [added: 2023] operations as compared to [removed: 2021] [added: 2022] in [removed: "Results] [added: ["Results] of [removed: Operations,"] [added: Operations,"](#if7b646041cad49688087453a337e2225_46)] below.

The [removed: increase] [added: decrease] was partially offset by recognizing a higher gain on sale of two operating properties [removed: in 2021] [added: during the year ended December 31, 2023] of [removed: $174.4] [added: approximately $225.3] million as compared to a [removed: $36.4 million] gain on sale of one operating property [removed: in 2022.][added: during the year ended December 31, 2022 of approximately $36.4 million.]

At December 31, [removed: 2022,] [added: 2023,] we had a total of [removed: six] [added: four] projects under construction to be comprised of [removed: 1,950] [added: 1,166] apartment homes.

Initial occupancies of these [removed: six] [added: four] projects are currently scheduled to occur within the next [removed: 18] [added: nine] months.

We estimate the additional cost to complete the construction of the [removed: six] [added: four] projects to be approximately [removed: $306.7] [added: $137.6] million.

*Operating Properties:* During the year ended December 31, [removed: 2022,] [added: 2023,] we sold [removed: one] [added: two] operating [removed: property] [added: properties] comprised of [removed: 245] [added: an aggregate of 852] apartment homes located in [removed: Largo, Maryland] [added: Costa Mesa, California] for [added: an aggregate of] approximately [removed: $71.9] [added: $293.1] million and recognized a gain of approximately [removed: $36.4] [added: $225.3] million.

[removed: In April 2022, we issued] [added: Cash inflows during 2022 primarily related to net proceeds of approximately $516.8 million from the issuance of approximately] 2.9 million common shares [removed: in a public] [added: from our] equity offering and [removed: received] approximately [removed: $490.3] [added: 0.2] million [removed: in] [added: common shares from our ATM programs, as well as] net [removed: proceeds, which we used to reduce] [added: proceeds of approximately $300.0 million of] borrowings under our unsecured [added: term loan, and net proceeds of $42.0 million of borrowings from our unsecured] revolving credit facility.

As of [added: December 31, 2023 and through] the date of this filing, we [added: also] had common shares having an aggregate offering [removed: amount] [added: price] of up to $500.0 million remaining available for sale under our [removed: current 2022] [added: 2023] ATM program.

In [removed: December 2022,] [added: June 2023,] we [removed: used the $300 million unsecured term loan and borrowings from] [added: utilized draws on] our unsecured revolving credit facility to repay the principal amount of our [removed: 3.15%] [added: 5.07%] senior unsecured [removed: note] [added: notes] payable, which matured on [removed: December] [added: June] 15, [removed: 2022,] [added: 2023,] for a total of [removed: $350.0] [added: $250.0] million, plus accrued interest.

We intend to meet our short-term and long-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured [added: revolving] credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, other unsecured borrowings, or secured mortgages.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $1.1] [added: $1.2] billion available under our [removed: $1.2 billion] unsecured revolving credit facility.

As of [removed: December 31, 2022 and through] the date of this filing, we [removed: also had common shares having an aggregate offering price of up to] [added: have] $500.0 million [removed: remaining] available for sale under [removed: our 2022 ATM] [added: this] program.

We believe [added: the remaining] scheduled [removed: repayments] [added: payments] of debt [removed: during] [added: over] the next 12 months are manageable at approximately [removed: $500.0 million] [added: $290.0 million,] which [removed: represents approximately 13.6% of our total outstanding debt, and] excludes [added: the] amortization of debt discounts and debt issuance [removed: costs.][added: costs as well as the $550 million of debt we repaid in January 2024, as discussed above.]

We [added: also] believe we are well-positioned with a strong balance sheet and sufficient liquidity to fund new development, redevelopment, and other capital funding requirements.

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | |

| [removed: Dallas,] [added: Dallas/Fort Worth,] Texas | | | 6,224 | | | | | | 15 | | | | | | 6,224 | | | | | | 15 | | |

| Washington, D.C. Metro | | | 6,192 | | | | | | 17 | | | | | | [removed: 6,437] [added: 6,192] | | | | | | [removed: 18] [added: 17] | | |

| Atlanta, Georgia | | | 4,862 | | | | | | 15 | | | | | | [removed: 4,496] [added: 4,862] | | | | | | [removed: 14] [added: 15] | | |

| Phoenix, Arizona | | | [removed: 4,029] [added: 4,426] | | | | | | [removed: 13] [added: 14] | | | | | | 4,029 | | | | | | 13 | | |

| Raleigh, North Carolina | | | 3,252 | | | | | | 9 | | | | | | [removed: 3,248] [added: 3,252] | | | | | | 9 | | |

| Charlotte, North Carolina | | | [removed: 3,104] [added: 3,491] | | | | | | [removed: 14] [added: 15] | | | | | | 3,104 | | | | | | 14 | | |

| [removed: Tampa,] [added: Tampa/St. Petersburg,] Florida | | | 3,104 | | | | | | 8 | | | | | | 3,104 | | | | | | 8 | | |

| Southeast Florida | | | 3,050 | | | | | | 9 | | | | | | [removed: 2,781] [added: 3,050] | | | | | | [removed: 8] [added: 9] | | |

| Denver, Colorado | | | 2,873 | | | | | | 9 | | | | | | [removed: 2,865] [added: 2,873] | | | | | | 9 | | |

| Los Angeles/Orange County, California | | | [removed: 2,663] [added: 1,811] | | | | | | [removed: 7] [added: 5] | | | | | | 2,663 | | | | | | 7 | | |

| Total Operating Properties | | | [removed: 58,702] [added: 58,634] | | | | | | 172 | | | | | | [removed: 58,300] [added: 58,702] | | | | | | [removed: 171] [added: 172] | | |

| Raleigh, North Carolina | | | 789 | | | | | | 2 | | | | | | [removed: 354] [added: 789] | | | | | | [removed: 1] [added: 2] | | |

| Phoenix, Arizona | | | [removed: 397] [added: —] | | | | | | [removed: 1] [added: —] | | | | | | 397 | | | | | | 1 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate will likely rise in 2024, but should be met with continued demand to absorb these new deliveries.

The decrease was also due to higher interest expense incurred during the year ended December 31, 2023 as compared to the same period in 2022.

The decrease was further offset by an increase in property operations during the year ended December 31, 2023 as compared to the same period in 2022.

In May 2023, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million (the "2023 ATM program").

In May 2023, we utilized draws our unsecured revolving credit facility to retire our $185.2 million secured variable rate notes due in 2024 and 2026.

As a result of the early repayments, we recorded a $2.5 million loss on early retirement of debt in

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

our consolidated statements of income and comprehensive income, which was comprised of approximately $1.7 million of prepayment penalties and fees and approximately $0.8 million for the write-off of unamortized fair value adjustments.

In November 2023, we issued $500.0 million of 5.85% senior unsecured notes due November 3, 2026.

We utilized an interest rate swap with a notional amount of $500.0 million which exposes us to interest rate fluctuations on these notes.

This interest rate swap was designated and qualified as a fair value hedging instrument.

*Subsequent Events*

In January 2024, we issued $400.0 million of 4.90% senior unsecured notes due January 15, 2034.

We utilized a portion of the net proceeds from these notes to repay the outstanding balance on our $300 million, 6.21% unsecured term loan due in August 2024.

In January 2024, we utilized cash on hand to repay the principal amount of our 4.36% senior unsecured notes payable, which matured on January 15, 2024, for a total of $250.0 million, plus accrued interest.

In February 2024, we sold one operating property comprised of 592 apartment homes located in Atlanta, Georgia for approximately $115.0 million.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Camden Atlantic | | | | | | | | | | | | | | | | | |

| *Plantation, FL* | | | 269 | | | | | | 4Q22 | | | | | | 1Q23 | | |

| Camden Tempe II | | | | | | | | | | | | | | | | | |

| *Tempe, AZ* | | | 397 | | | | | | 2Q23 | | | | | | 3Q23 | | |

| Total | | | 666 | | | | | | | | | | | | | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Camden NoDa | | | 387 | | | | | | $ | 107.6 | | | | | | | | 89 | | % | | | | 4Q23 | | | | | | 2Q24 | | |

| *Charlotte, NC* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Durham, NC* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *The Woodlands, TX* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Raleigh, NC* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Richmond, TX* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 1,166 | | | | | | $ | 438.0 | | | | | $ | 300.4 | | | | | $ | 214.0 | | | | | | | | | | | | | |

*(2)Property in lease-up and was 15% leased at January 31, 2024.*

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| | | | | | | 3,352 | | | | | | $ | 1,393.0 | | | | | $ | 272.9 | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Dallas/Fort Worth, Texas | | | 1,117,909 | | | | | | 8.5 | | | | | | 1,076,941 | | | | | | 8.3 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Plus: Loss on early retirement of debt | | | | | | 2,513 | | | | | | — | | | | | | | | |

| Same store communities | | | 47,423 | | | | | | $ | 1,238,564 | | | | | $ | 1,178,247 | | | | | $ | 60,317 | | | | | 5.1 | | % |

| Non-same store communities | | | 10,824 | | | | | | 264,396 | | | | | | 200,479 | | | | | | 63,917 | | | | | | 31.9 | | |

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

- A pandemic and measures intended to prevent its spread could negatively impact our business;

We currently believe the supply of multifamily homes will remain at manageable levels during 2023.

The increase was also partially offset by higher depreciation expense and amortization of in-place leases in 2022 related to the consolidation of 22 properties upon acquiring the remaining ownership interests in the Funds in 2022, and the acquisition of four operating properties in 2021.

*Acquisitions*

*Operating Properties:* On April 1, 2022, we purchased the remaining 68.7% ownership interests in the Funds for cash consideration of approximately $1.1 billion, after adjusting for our assumption of approximately $515 million of existing secured mortgage debt of the Funds which remained outstanding.

These Funds own 22 multifamily communities comprised of 7,247 units located in Houston, Austin, Dallas, Tampa, Raleigh, Orlando, Washington D.C., Charlotte, and Atlanta.

After obtaining 100% of the ownership interests, we consolidated the Funds as of April 1, 2022, and no longer recognize fee and asset management income from property management, construction, and development activities, related expenses or equity in income for these Funds.

*Land:* During the year ended December 31, 2022, we acquired for future development purposes two parcels of land totaling approximately 42.6 acres in Charlotte, North Carolina for an aggregate cost of approximately $32.7 million;

approximately 3.8 acres of land in Nashville, Tennessee for approximately $30.5 million; and approximately 15.9 acres of land in Richmond, Texas for approximately $7.8 million.

In 2022, we issued approximately 0.2 million common shares under our then current at-the-market ("ATM") programs and received approximately $26.2 million in net proceeds.

In August 2022, we amended and restated our existing credit facility to (i) add a $300 million unsecured term loan with a delayed draw feature with a maturity date of August 2024 (which may be extended at our option to August 2025), (ii) increase our existing unsecured revolving credit facility from $900 million to $1.2 billion, which may be expanded at our option up to three times and up to an additional $500 million upon satisfaction of certain conditions, (iii) amend the maturity date from March 2023 to August 2026, which may be extended at our option for two additional consecutive six-month periods, and (iv) change the interest rate from London Interbank Offered Rate ("LIBOR") plus a margin to Secured Overnight Financing Rate ("SOFR") plus a margin, subject to customary benchmark replacement provisions.

In September 2022, we extended the maturity date of our $40 million unsecured floating rate term loan with an unrelated third party from September 2022 to September 2024.

Additionally, the interest rate on the term loan was changed from LIBOR plus a margin to SOFR plus a margin.

In October 2022, our Board of Trust Managers approved to increase the authorization for our share repurchase plan by approximately $230.5 million to a total of $500.0 million.

There were no repurchases in 2022 or through the date of this filing, and the remaining dollar value of our common equity securities authorized to be repurchased under this program is $500.0 million.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Southeast Florida | | | — | | | | | | — | | | | | | 269 | | | | | | 1 | | |

| Atlanta, Georgia | | | — | | | | | | — | | | | | | 366 | | | | | | 1 | | |

| Houston, Texas | | | — | | | | | | — | | | | | | 2,756 | | | | | | 9 | | |

| Austin, Texas | | | — | | | | | | — | | | | | | 1,360 | | | | | | 4 | | |

| Dallas, Texas | | | — | | | | | | — | | | | | | 1,250 | | | | | | 3 | | |

| Tampa, Florida | | | — | | | | | | — | | | | | | 450 | | | | | | 1 | | |

| Raleigh, North Carolina | | | — | | | | | | — | | | | | | 350 | | | | | | 1 | | |

| Orlando, Florida | | | — | | | | | | — | | | | | | 300 | | | | | | 1 | | |

| Washington, D.C. Metro | | | — | | | | | | — | | | | | | 281 | | | | | | 1 | | |

| Charlotte, North Carolina | | | — | | | | | | — | | | | | | 266 | | | | | | 1 | | |

| Atlanta, Georgia | | | — | | | | | | — | | | | | | 234 | | | | | | 1 | | |

| Total Unconsolidated Joint Venture Properties | | | — | | | | | | — | | | | | | 7,247 | | | | | | 22 | | |

| Total Properties Fully Consolidated | | | 60,652 | | | | | | 178 | | | | | | 52,826 | | | | | | 154 | | |

*(1)In April 2022, we acquired the remaining 68.7% ownership interests of the Funds which owned these properties.

After obtaining 100% of the ownership interests, we consolidated the Funds as of April 1, 2022.

Refer to Note 7, "Acquisitions and Dispositions," in the Notes to Consolidated Financial Statements for further discussion of this transaction.*

| Camden Buckhead | | | | | | | | | | | | | | | | | |

| *Atlanta, GA* | | | 366 | | | | | | 2Q22 | | | | | | 3Q22 | | |

| Camden Hillcrest | | | | | | | | | | | | | | | | | |

| *San Diego, CA* | | | 132 | | | | | | 4Q21 | | | | | | 3Q22 | | |

| Camden Lake Eola | | | | | | | | | | | | | | | | | |

| *Orlando, FL* | | | 360 | | | | | | 3Q21 | | | | | | 1Q22 | | |

We also periodically use derivative financial instruments, primarily interest rate swaps with major financial institutions, to manage [removed: a portion of this risk.][added: our exposure to interest rate changes on our floating-rate debt and fair value changes on certain fixed-rate debt.]

The table below summarizes our debt as of December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| *($ in millions)* | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate debt | | | $ | [removed: 3,114.0] [added: 2,866.9] | | | | | $ | [removed: 2,806.1] [added: 2,651.6] | | | | | [removed: 7.1] [added: 6.6] | | | | | | [removed: 3.7] [added: 3.6] | | % | | | | [removed: 84.6] [added: 77.2] | | % | | | | $ | [removed: 3,130.5] [added: 3,114.0] | | | | | $ | [removed: 3,363.7] [added: 2,806.1] | | | | | [removed: 7.5] [added: 7.1] | | | | | | [removed: 3.6] [added: 3.7] | | % | | | | [removed: 98.7] [added: 84.6] | | % |

| Variable rate debt | | | [removed: 566.9] [added: $] | [added: 848.5] | | | | | [removed: 566.8] [added: $] | [added: 864.9] | | | | | [removed: 3.0] [added: 2.3] | | | | | | [removed: 5.5] [added: 6.5] | | % | | | | [removed: 15.4] [added: 22.8] | | % | | | | [removed: 39.9] [added: $] | [added: 566.9] | | | | | [removed: 40.1] [added: $] | [added: 566.8] | | | | | [removed: 0.7] [added: 3.0] | | | | | | [removed: 1.9] [added: 5.5] | | % | | | | [removed: 1.3] [added: 15.4] | | % |

At December 31, [removed: 2022,] [added: 2022] we [added: also] had [removed: approximately] $42.0 million of borrowings [removed: outstanding] under our unsecured revolving credit facility and [removed: did not have any amounts outstanding under our unsecured revolving credit facility at December 31, 2021.][added: approximately $185.1 million secured variable rate notes outstanding.]

[removed: At] [added: Additionally, at] December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had unsecured term loans outstanding of approximately [removed: $339.8] [added: $339.9] million and [removed: $39.9] [added: $339.8] million, respectively.

If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our annual interest costs would have increased by approximately [removed: $5.7] [added: $8.5] million and [removed: $0.4] [added: $5.7] million, respectively.

Holding other variables constant, if interest rates would have been 100 basis points higher as of December 31, [removed: 2022,] [added: 2023,] the fair value of our fixed rate debt would have decreased by approximately [removed: $139.6] [added: $125.9] million.

At December 31, 2023, we have an interest rate swap with a notional amount of $500.0 million which converted our $500.0 million principal amount of 5.85% fixed rate senior unsecured notes due November 2026 into a floating rate instrument with an interest rate based on a SOFR index.

This interest rate swap was designated and qualified as a fair value hedging instrument.

The interest rate swap is considered to be effective at achieving offsetting changes in the fair value of the hedged debt and no ineffectiveness is recognized.

The mark-to-market of this fair value hedge is recorded as a gain or loss in interest expense and equally offset by the gain or loss of the underlying debt, which also is recorded in interest expense.

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

In order to manage interest rate exposure, we have previously utilized interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions.

These swaps, which are settled upon issuance of the related debt, are designated as cash flow hedges and the gains and/or losses are deferred in other comprehensive income and recognized as an adjustment to interest expense over the same period the hedged interest payments affect earnings.

As of December 31, 2022, we had no hedges outstanding.

At December 31, 2022 we also had secured variable rate notes outstanding of approximately $185.1 million and did not have any amounts outstanding at December 31, 2021.

We also make available free of charge on our website our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our [removed: Audit, Compensation, and Nominating] [added: Audit; Compensation;] and [added: Nominating,] Corporate Governance [added: and Sustainability] Committees.

As of December 31, [removed: 2022,] [added: 2023,] we owned interests in, operated, or were developing [removed: 178] [added: 176] multifamily properties comprised of [removed: 60,652] [added: 59,800] apartment homes across the United States.

Of the [removed: 178] [added: 176] properties, [removed: six] [added: four] properties were under construction and will consist of a total of [removed: 1,950] [added: 1,166] apartment homes when completed.

- [removed: Strong] [added: strong] economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; [removed: and,][added: and]

[removed: We intend to meet our short-term and long-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured credit] facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our at-the-market ("ATM") share offering programs, other unsecured borrowings, or secured mortgages.

We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing [removed: agents,] [added: staff,] and trained apartment maintenance technicians.

Our properties compete directly with other multifamily properties as well as condominiums, single-family homes, [added: and] third-party providers of short-term [removed: rentals and serviced apartments,] [added: rentals,] which are available for rent or purchase in the markets in which our communities are located.

*A Great Place to Work.* In addition to our core values, we are committed to creating a work environment which fosters the well-being, [removed: health] [added: health,] and happiness of all associates.

We are proud of our culture and the recognition we have received as a great place to work, including being named on the list as one of the 100 Best Companies to Work For® by FORTUNE magazine for [removed: 15] [added: 16] consecutive years, most recently ranking [removed: #26.][added: #33.]

*Training and Development.* Our mission, [removed: vision] [added: vision,] and values are also incorporated into our employee training and development programs.

One of our most cherished mantras is [removed: “Never] [added: "Never] Stop [removed: Learning.”] [added: Learning."] We encourage team members to discover their strengths and cultivate new [removed: interests,] [added: interests] and offer tuition assistance to team members working to earn industry designations from various organizations.

In addition to these programs, we also help employees improve their personal and professional lives through training, [removed: coaching] [added: coaching,] and mentoring.

CamdenU, our in-house learning center, is available to all employees and offers courses in subjects [removed: such as] [added: related to] leadership, management, [removed: fair housing] and [removed: compliance, and health and][added: operations.]

[removed: Each] [added: DEI is promoted and encouraged throughout our organization, with each] Camden team member [removed: brings] [added: bringing] unique skills, [removed: experiences and perspectives to Camden, and we continue to promote and encourage diversity, equity] [added: experiences,] and [removed: inclusion throughout our organization.]

We believe these efforts are socially responsible, foundational to Camden’s success, and essential to delivering on our goal to improve the lives of our team members, [removed: customers] [added: customers,] and shareholders, one experience at a time.

At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 1,650] [added: 1,640] employees including executive, community, and administrative personnel.

As of December 31, [removed: 2022,] [added: 2023,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the [removed: “Code”).][added: "Code").]

We intend to meet our short-term and long-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

*Diversity, Equity, and Inclusion.* At Camden, diversity, equity, and inclusion ("DEI") is integral to who we are and how we achieve.

We are committed to fostering an environment where all are welcome and encouraged to succeed.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

perspectives.

We firmly believe DEI builds organizational capacity, and the path forward must ensure DEI is woven into our culture, talent, and business practices.

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

safety training.

*Diversity, Equity, and Inclusion.* We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated.

Our commitment is to promote a diverse organization which is reflective of our residents and communities.

[Table of [removed: Contents](#ic3d0808623a844d5be74a512380237cd_7)][added: Contents](#if7b646041cad49688087453a337e2225_7)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $14,281,101,986] [added: $11,576,082,431] based on a June 30, [removed: 2022] [added: 2023] share price of [removed: $134.48.][added: $108.87.]

On February [removed: 16, 2023, 106,700,488] [added: 15, 2024, 106,968,937] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 12, 2023] [added: 10, 2024] are incorporated by reference in Part III.

| Item 1. | | | [removed: [Business](#ic3d0808623a844d5be74a512380237cd_13)] [added: [Business](#if7b646041cad49688087453a337e2225_13)] | | | [removed: [1](#ic3d0808623a844d5be74a512380237cd_13)] [added: [1](#if7b646041cad49688087453a337e2225_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic3d0808623a844d5be74a512380237cd_16)] [added: Factors](#if7b646041cad49688087453a337e2225_16)] | | | [removed: [3](#ic3d0808623a844d5be74a512380237cd_16)] [added: [3](#if7b646041cad49688087453a337e2225_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic3d0808623a844d5be74a512380237cd_19)] [added: Comments](#if7b646041cad49688087453a337e2225_19)] | | | [removed: [9](#ic3d0808623a844d5be74a512380237cd_19)] [added: [9](#if7b646041cad49688087453a337e2225_19)] | | |

| Item 2. | | | [removed: [Properties](#ic3d0808623a844d5be74a512380237cd_22)] [added: [Properties](#if7b646041cad49688087453a337e2225_22)] | | | [removed: [9](#ic3d0808623a844d5be74a512380237cd_22)] [added: [9](#if7b646041cad49688087453a337e2225_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic3d0808623a844d5be74a512380237cd_25)] [added: Proceedings](#if7b646041cad49688087453a337e2225_25)] | | | [removed: [14](#ic3d0808623a844d5be74a512380237cd_25)] [added: [15](#if7b646041cad49688087453a337e2225_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic3d0808623a844d5be74a512380237cd_28)] [added: Disclosures](#if7b646041cad49688087453a337e2225_28)] | | | [removed: [14](#ic3d0808623a844d5be74a512380237cd_28)] [added: [15](#if7b646041cad49688087453a337e2225_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic3d0808623a844d5be74a512380237cd_34)] [added: Securities](#if7b646041cad49688087453a337e2225_34)] | | | [removed: [15](#ic3d0808623a844d5be74a512380237cd_34)] [added: [16](#if7b646041cad49688087453a337e2225_34)] | | |

| Item 6. | | | [removed: [Reserved](#ic3d0808623a844d5be74a512380237cd_40)] [added: [Reserved](#if7b646041cad49688087453a337e2225_40)] | | | [removed: [16](#ic3d0808623a844d5be74a512380237cd_40)] [added: [17](#if7b646041cad49688087453a337e2225_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic3d0808623a844d5be74a512380237cd_43)] [added: Operations](#if7b646041cad49688087453a337e2225_43)] | | | [removed: [17](#ic3d0808623a844d5be74a512380237cd_43)] [added: [18](#if7b646041cad49688087453a337e2225_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic3d0808623a844d5be74a512380237cd_52)] [added: Risk](#if7b646041cad49688087453a337e2225_52)] | | | [removed: [32](#ic3d0808623a844d5be74a512380237cd_52)] [added: [34](#if7b646041cad49688087453a337e2225_52)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic3d0808623a844d5be74a512380237cd_55)] [added: Data](#if7b646041cad49688087453a337e2225_55)] | | | [removed: [33](#ic3d0808623a844d5be74a512380237cd_55)] [added: [34](#if7b646041cad49688087453a337e2225_55)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic3d0808623a844d5be74a512380237cd_58)] [added: Disclosure](#if7b646041cad49688087453a337e2225_58)] | | | [removed: [33](#ic3d0808623a844d5be74a512380237cd_58)] [added: [34](#if7b646041cad49688087453a337e2225_58)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic3d0808623a844d5be74a512380237cd_61)] [added: Procedures](#if7b646041cad49688087453a337e2225_61)] | | | [removed: [33](#ic3d0808623a844d5be74a512380237cd_61)] [added: [34](#if7b646041cad49688087453a337e2225_61)] | | |

| Item 9B. | | | [Other [removed: Information](#ic3d0808623a844d5be74a512380237cd_67)] [added: Information](#if7b646041cad49688087453a337e2225_67)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_67)] [added: [37](#if7b646041cad49688087453a337e2225_67)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic3d0808623a844d5be74a512380237cd_70)] [added: Inspections](#if7b646041cad49688087453a337e2225_70)] | | | [removed: [37](#ic3d0808623a844d5be74a512380237cd_70)] [added: [37](#if7b646041cad49688087453a337e2225_70)] | | |

| [PART [removed: III](#ic3d0808623a844d5be74a512380237cd_73)] [added: III](#if7b646041cad49688087453a337e2225_73)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ic3d0808623a844d5be74a512380237cd_76)] [added: Governance](#if7b646041cad49688087453a337e2225_76)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_76)] [added: [37](#if7b646041cad49688087453a337e2225_76)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic3d0808623a844d5be74a512380237cd_79)] [added: Compensation](#if7b646041cad49688087453a337e2225_79)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_79)] [added: [37](#if7b646041cad49688087453a337e2225_79)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic3d0808623a844d5be74a512380237cd_82)] [added: Matters](#if7b646041cad49688087453a337e2225_82)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_82)] [added: [37](#if7b646041cad49688087453a337e2225_82)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic3d0808623a844d5be74a512380237cd_85)] [added: Independence](#if7b646041cad49688087453a337e2225_85)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_85)] [added: [37](#if7b646041cad49688087453a337e2225_85)] | | |

| Item 14. | | | [Principal [removed: Account](#ic3d0808623a844d5be74a512380237cd_88)[ant](#ic3d0808623a844d5be74a512380237cd_88) [Fees] [added: Accountant Fees] and [removed: Services](#ic3d0808623a844d5be74a512380237cd_88)] [added: Services](#if7b646041cad49688087453a337e2225_88)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_88)] [added: [37](#if7b646041cad49688087453a337e2225_88)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic3d0808623a844d5be74a512380237cd_94)] [added: Schedules](#if7b646041cad49688087453a337e2225_94)] | | | [removed: [36](#ic3d0808623a844d5be74a512380237cd_94)] [added: [37](#if7b646041cad49688087453a337e2225_94)] | | |

| Item 16. | | | [Form [removed: 10-](#ic3d0808623a844d5be74a512380237cd_97)[K](#ic3d0808623a844d5be74a512380237cd_97) [S](#ic3d0808623a844d5be74a512380237cd_97)[ummary](#ic3d0808623a844d5be74a512380237cd_97)] [added: 10-K Summary](#if7b646041cad49688087453a337e2225_97)] | | | [removed: [41](#ic3d0808623a844d5be74a512380237cd_97)] [added: [42](#if7b646041cad49688087453a337e2225_97)] | | |

| [removed: [SIGNATURES](#ic3d0808623a844d5be74a512380237cd_100)] [added: [SIGNATURES](#if7b646041cad49688087453a337e2225_100)] | | | | | | [removed: [42](#ic3d0808623a844d5be74a512380237cd_100)] [added: [43](#if7b646041cad49688087453a337e2225_100)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) .

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| [PART I](#if7b646041cad49688087453a337e2225_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#if7b646041cad49688087453a337e2225_1750) | | | [9](#if7b646041cad49688087453a337e2225_1750) | | |

| [PART II](#if7b646041cad49688087453a337e2225_31) | | | | | | | | |

| [PART IV](#if7b646041cad49688087453a337e2225_91) | | | | | | | | |

| | | | | | | | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| [PART I](#ic3d0808623a844d5be74a512380237cd_10) | | | | | | | | |

| [PART II](#ic3d0808623a844d5be74a512380237cd_31) | | | | | | | | |

| [PART IV](#ic3d0808623a844d5be74a512380237cd_91) | | | | | | | | |

Addressing cybersecurity risks is a priority for us.

We have in place systems of internal controls as well as business continuity and disaster recovery plans, and we regularly perform assessments of these systems and plans to address cybersecurity and technology.

Our cybersecurity program has been developed based on industry standards set by the National Institute of Standards and Technology ("NIST") and includes a comprehensive set of security policies and procedures that guide our protection strategy against threats by utilizing the following measures: identifying critical assets and high-risk threats; implementing cybersecurity detection, controls, and remediation practices; implementing a third-party risk management program to evaluate our cyber position; and, evaluating our cybersecurity program effectiveness by performing both internal and external testing and auditing risk.

In addition to a dedicated information technology cybersecurity team monitoring our daily operations, we annually assess our cybersecurity program against the NIST framework and engage outside security firms to conduct penetration tests and assist with monitoring of daily operations.

We require annual cybersecurity awareness training for all of our employees to aid in promptly identifying and reporting potential or actual issues.

Additionally, our dedicated information technology cybersecurity team undertakes regular robust cybersecurity training to increase cybersecurity awareness, internal expertise, and readiness efforts.

We install and regularly update antivirus software on all Company managed systems and workstations in an effort to detect and prevent malicious code.

We conduct ongoing security breach and phishing simulations to raise awareness of various critical security threats.

Periodically, we run tabletop exercises involving members of the Company's management team intended to simulate a response to a cybersecurity incident and use the findings to improve our policies and procedures.

All third-party service providers or vendors utilized as part of the Company’s cybersecurity framework are required to comply with our policies regarding non-public personal information and information security.

Our cybersecurity program is led by our Senior Vice President - Strategic Services and Chief Information Officer ("CIO").

Our CIO also serves as the Chair of our Cybersecurity Executive Oversight Committee ("CEOC"), comprised of senior executives representing various teams and functions of the Company including legal, finance, accounting, investor relations, and operations.

The CEOC supports efforts to evaluate the materiality of any incidents, determines whether notice to third parties such as residents or vendors is required, and determine whether any disclosures to stakeholders are required.

The CEOC is also responsible for ensuring the Company's management and Board of Trust Managers ("Board") are fully aware of key activities and events associated with our cybersecurity program on an ongoing basis.

Although our entire Board is actively involved in overseeing risk management, the Audit Committee charter tasks the Audit Committee with providing oversight of management's guidelines and policies to govern the process by which risk assessments and risks are managed, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Audit Committee also discusses with management the processes undertaken to evaluate our systems of disclosure controls and procedures, including those relating to cybersecurity risk management.

Our CIO reports quarterly to the Audit Committee and Board regarding cybersecurity matters, which includes emerging cybersecurity threats and the risk landscape, updates on our cybersecurity program and related readiness, resiliency, and response efforts.

Like other businesses, we have been, and expect to continue to be, subject to attempts on unauthorized access, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions and other events of varying degrees.

To date, we have not experienced a cybersecurity breach nor are we aware of any of our third-party outside service providers experiencing a cybersecurity breach.

The 172 operating properties in which we owned interests and operated at December 31, [removed: 2022] [added: 2023] averaged [removed: 960] [added: 961] square feet of living area per apartment home.

For the year ended December 31, [removed: 2022,] [added: 2023,] no single operating property accounted for greater than 1.4% of our total revenues.

Our stabilized operating properties had a weighted average occupancy rate of approximately [removed: 96%] [added: 95%] and [removed: 97%] [added: 96%] for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, an average monthly rental rate per apartment home of [removed: $1,881] [added: $1,981] and [removed: $1,671] [added: $1,881] for the same periods, respectively and our average resident lease terms are approximately fourteen months.

At December 31, [removed: 2022, 154] [added: 2023, 155] of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes.

The following table sets forth information with respect to our 172 operating properties at December 31, [removed: 2022:][added: 2023:]

| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | [removed: 2022] [added: 2023] Average Occupancy (1) | | | | | | [removed: 2022] [added: 2023] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Chandler | | | | | | 2016 | | | | | | 1,146 | | | | | | 380 | | | | | | [removed: 95.8] [added: 94.6] | | % | | | | $ | [removed: 1,923] [added: 1,968] | |

| Camden Copper Square | | | | | | 2000 | | | | | | 786 | | | | | | 332 | | | | | | [removed: 94.3] [added: 93.2] | | | | | | [removed: 1,588] [added: 1,675] | | |

| Camden Foothills | | | | | | 2014 | | | | | | 1,032 | | | | | | 220 | | | | | | [removed: 96.3] [added: 95.5] | | | | | | [removed: 2,123] [added: 2,183] | | |

| Camden Legacy | | | | | | 1996 | | | | | | 1,067 | | | | | | 428 | | | | | | [removed: 95.8] [added: 95.3] | | | | | | [removed: 1,948] [added: 2,049] | | |

| Camden Montierra | | | | | | 1999 | | | | | | 1,071 | | | | | | 249 | | | | | | [removed: 96.0] [added: 95.2] | | | | | | [removed: 1,878] [added: 1,963] | | |

| Camden North End I | | | | | | 2019 | | | | | | 921 | | | | | | 441 | | | | | | [removed: 94.8] [added: 95.0] | | | | | | [removed: 1,995] [added: 2,030] | | |

| Camden North End II | | | | | | 2021 | | | | | | 885 | | | | | | 343 | | | | | | [removed: 94.6] [added: 94.1] | | | | | | [removed: 1,983] [added: 2,042] | | |

| Camden Old Town Scottsdale | | | | | | 2016 | | | | | | 892 | | | | | | 316 | | | | | | [removed: 96.3] [added: 94.4] | | | | | | [removed: 2,222] [added: 2,297] | | |

| Camden Pecos Ranch | | | | | | 2001 | | | | | | 949 | | | | | | 272 | | | | | | [removed: 94.6] [added: 93.4] | | | | | | [removed: 1,619] [added: 1,708] | | |

| Camden San Marcos | | | | | | 1995 | | | | | | 984 | | | | | | 320 | | | | | | [removed: 95.8] [added: 93.2] | | | | | | [removed: 1,767] [added: 1,867] | | |

| Camden San Paloma | | | | | | 1993/1994 | | | | | | 1,042 | | | | | | 324 | | | | | | [removed: 95.7] [added: 95.0] | | | | | | [removed: 1,873] [added: 2,017] | | |

| Camden Sotelo | | | | | | 2008/2012 | | | | | | 1,303 | | | | | | 170 | | | | | | [removed: 96.2] [added: 93.7] | | | | | | [removed: 1,985] [added: 2,048] | | |

| Camden Tempe | | | | | | 2015 | | | | | | 1,043 | | | | | | 234 | | | | | | [removed: 95.1] [added: 94.0] | | | | | | [removed: 1,979] [added: 2,027] | | |

| Camden Crown Valley | | | | | | 2001 | | | | | | 1,009 | | | | | | 380 | | | | | | [removed: 97.6] [added: 95.9] | | | | | | [removed: 2,474] [added: 2,664] | | |

| Camden Glendale | | | | | | 2015 | | | | | | 893 | | | | | | 307 | | | | | | [removed: 98.1] [added: 96.8] | | | | | | [removed: 2,624] [added: 2,812] | | |

| Camden Harbor View | | | | | | [removed: 2004] [added: 2004/2016] | | | | | | 981 | | | | | | 547 | | | | | | [removed: 97.1] [added: 93.4] | | | | | | [removed: 2,859] [added: 3,014] | | |

| Camden Main and Jamboree | | | | | | 2008 | | | | | | 1,011 | | | | | | 290 | | | | | | [removed: 95.6] [added: 93.9] | | | | | | [removed: 2,396] [added: 2,603] | | |

| The Camden | | | | | | 2016 | | | | | | 767 | | | | | | 287 | | | | | | [removed: 96.8] [added: 92.4] | | | | | | [removed: 3,132] [added: 3,215] | | |

| Camden Hillcrest [removed: (3)] | | | | | | 2021 | | | | | | 1,223 | | | | | | 132 | | | | | | [removed: 94.7] [added: 95.4] | | | | | | [removed: 3,730] [added: 3,628] | | |

| Camden Landmark | | | | | | 2006 | | | | | | 982 | | | | | | 469 | | | | | | [removed: 96.3] [added: 94.6] | | | | | | [removed: 2,047] [added: 2,215] | | |

| Camden Old Creek | | | | | | 2007 | | | | | | 1,037 | | | | | | 350 | | | | | | [removed: 98.4] [added: 97.6] | | | | | | [removed: 2,624] [added: 2,834] | | |

| Camden Sierra at Otay Ranch | | | | | | 2003 | | | | | | 962 | | | | | | 422 | | | | | | [removed: 97.5] [added: 95.6] | | | | | | [removed: 2,485] [added: 2,756] | | |

| Camden Tuscany | | | | | | 2003 | | | | | | 895 | | | | | | 160 | | | | | | [removed: 97.7] [added: 95.8] | | | | | | [removed: 2,923] [added: 3,178] | | |

| Camden Vineyards | | | | | | 2002 | | | | | | 1,053 | | | | | | 264 | | | | | | [removed: 96.8] [added: 94.8] | | | | | | [removed: 2,219] [added: 2,413] | | |

| Camden Belleview Station | | | | | | 2009 | | | | | | 888 | | | | | | 270 | | | | | | [removed: 96.2] [added: 96.1] | | | | | | [removed: 1,781] [added: 1,899] | | |

| Camden Caley | | | | | | 2000 | | | | | | 921 | | | | | | 218 | | | | | | [removed: 97.0] [added: 96.6] | | | | | | [removed: 1,773] [added: 1,926] | | |

| Camden Denver West | | | | | | 1997 | | | | | | 1,015 | | | | | | 320 | | | | | | [removed: 95.9] [added: 95.7] | | | | | | [removed: 2,130] [added: 2,284] | | |

| Camden Flatirons | | | | | | 2015 | | | | | | 960 | | | | | | 424 | | | | | | [removed: 96.2] [added: 96.5] | | | | | | [removed: 1,911] [added: 2,025] | | |

| Camden Highlands Ridge | | | | | | 1996 | | | | | | 1,149 | | | | | | 342 | | | | | | [removed: 97.0] [added: 96.3] | | | | | | [removed: 2,128] [added: 2,265] | | |

| Camden Interlocken | | | | | | 1999 | | | | | | 1,002 | | | | | | 340 | | | | | | [removed: 96.7] [added: 96.2] | | | | | | [removed: 1,960] [added: 2,094] | | |

| Camden Lakeway | | | | | | 1997 | | | | | | 929 | | | | | | 459 | | | | | | 96.5 | | | | | | [removed: 1,890] [added: 2,008] | | |

| Camden Lincoln Station | | | | | | 2017 | | | | | | 844 | | | | | | 267 | | | | | | [removed: 96.8] [added: 96.4] | | [removed: %] | | | | [removed: $] [added: 1,877] | [removed: 1,802] | |

| Camden RiNo | | | | | | 2020 | | | | | | 828 | | | | | | 233 | | | | | | [removed: 96.4] [added: 96.0] | | [added: %] | | | | [removed: 2,107] [added: $] | [added: 2,257] | |

| Camden Ashburn Farm | | | | | | 2000 | | | | | | 1,062 | | | | | | 162 | | | | | | [removed: 97.2] [added: 96.9] | | | | | | [removed: 1,988] [added: 2,122] | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| 2019-2023 | | | 13 | | |

| 2014-2018 | | | 32 | | |

| 2009-2013 | | | 21 | | |

| 2004-2008 | | | 31 | | |

| 1999-2003 | | | 45 | | |

| Prior to 1999 | | | 30 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Camden Tempe II (3) | | | | | | 2023 | | | | | | 981 | | | | | | 397 | | | | | | 95.4 | | | | | | 1,918 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2023 Average Occupancy (1) | | | | | | 2023 Average Monthly Rental Rate per Apartment (2) | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2023 Average Occupancy (1) | | | | | | 2023 Average Monthly Rental Rate per Apartment (2) | | |

| Camden NoDa (4) | | | | | | 2023 | | | | | | 789 | | | | | | 387 | | | | | | Lease-up | | | | | | 1,726 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2023 Average Occupancy (1) | | | | | | 2023 Average Monthly Rental Rate per Apartment (2) | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2023 Average Occupancy (1) | | | | | | 2023 Average Monthly Rental Rate per Apartment (2) | | |

| 2018-2022 | | | 15 | | |

| 2013-2017 | | | 30 | | |

| 2008-2012 | | | 31 | | |

| 2003-2007 | | | 26 | | |

| 1998-2002 | | | 39 | | |

| Prior to 1998 | | | 31 | | |

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

| Camden Martinique | | | | | | 1986 | | | | | | 795 | | | | | | 714 | | | | | | 97.2 | | | | | | 2,150 | | |

| Camden Sea Palms | | | | | | 1990 | | | | | | 891 | | | | | | 138 | | | | | | 98.3 | | | | | | 2,432 | | |

*(4)Property formerly owned through an unconsolidated joint venture in which we owned a 31.3% interest.

We acquired the remaining 68.7% ownership interest on April 1, 2022 from an unaffiliated third-party.*

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

Our common shares are traded on the New York Stock Exchange under the symbol "CPT." As of February [removed: 16, 2023,] [added: 15, 2024,] there were approximately [removed: 281] [added: 274] shareholders of record.

This number does not include the beneficial owners of our shares which are held by banks, [removed: brokers] [added: brokers,] and other financial institutions.

In the first quarter of [removed: 2023,] [added: 2024,] the Company's Board of Trust Managers declared a first quarter dividend of [removed: $1.00] [added: $1.03] per common share to our common shareholders of record as of March [removed: 31, 2023.][added: 29, 2024.]

Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial [removed: condition] [added: condition,] and capital requirements, distribution requirements under the REIT provisions of the Code and other factors, including the Company's past [removed: performance] [added: performance,] and future prospects, which may be deemed relevant by our Board of Trust Managers.

Assuming similar dividend distributions for the remainder of [removed: 2023,] [added: 2024,] our annualized dividend rate for [removed: 2023] [added: 2024] would be [removed: $4.00.][added: $4.12.]

The following graph assumes the investment of $100 on December 31, [removed: 2017] [added: 2018] and quarterly reinvestment of dividends.

[removed: ][added: ]

| Index | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2018] | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | [added: | | | 2023 | | |]

In May [removed: 2022,] [added: 2023,] we created an at-the-market ("ATM") share offering program through which we can, but have no obligation to, sell common shares for an aggregate offering amount of up to $500.0 million (the [removed: "2022] [added: "2023] ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions.

[removed: The] [added: We intend to use the] proceeds from any sale of our common shares under the [removed: 2022] [added: 2023] ATM program [removed: are intended to be used] for general corporate purposes, which may include reducing future borrowings under our unsecured [added: revolving] credit facility, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.

The [removed: 2022] [added: 2023] ATM program also permits the use of forward sale agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of the applicable shares until a later date.

As of the date of this filing, we have not entered into any forward sales agreement and have [removed: common] [added: not sold any] shares [removed: having an aggregate offering amount of up to $500.0 million remaining available for sale] under [removed: this] [added: the 2023] ATM program.

In [removed: August 2021,] [added: May 2022,] we created an ATM share offering program through which we could, but had no obligation to, sell common shares for an aggregate offering [removed: price] [added: amount] of up to $500.0 million (the [removed: "2021] [added: "2022] ATM program").

As of [removed: December 31, 2020] [added: the date of this filing, there were no repurchases] and [removed: 2021,] the [removed: remaining] dollar value of our common equity securities authorized to be repurchased under this program [removed: was approximately $269.5 million, and there were no repurchases during either year.][added: remains at $500.0 million pursuant to this authorization.]

In October 2022, our Board of Trust Managers approved [removed: an increase] to [added: increase] the authorization for our common equity securities [removed: by] [added: of] approximately [removed: $230.5] [added: $269.5] million [added: remaining under our share repurchase plan] to [removed: a total of] $500.0 million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Camden Property Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 124.21 | | | | | $ | 121.37 | | | | | $ | 222.33 | | | | | $ | 143.23 | | | | | $ | 132.29 | |

| FTSE NAREIT Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 126.00 | | | | | | 115.92 | | | | | | 166.04 | | | | | | 125.58 | | | | | | 142.83 | | |

| S&P 500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Russell 2000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 125.53 | | | | | | 150.58 | | | | | | 172.90 | | | | | | 137.56 | | | | | | 160.85 | | |

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[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

In May 2023, we terminated the 2022 ATM program and did not sell any shares under this program.

Under our repurchase plan, the Company is authorized to repurchase our common equity securities through a variety of methods, including open market purchases, block purchases, and privately negotiated transactions, the timing of which will depend upon certain business and financial market conditions.

There were no repurchases under the approved share repurchase plan during 2021 or through the date our Board of Trust Managers approved the increase in October 2022.

During the year ended December 31, 2023, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Camden Property Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 99.02 | | | | | $ | 122.99 | | | | | $ | 120.19 | | | | | $ | 220.16 | | | | | $ | 141.82 | |

| FTSE NAREIT Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 95.38 | | | | | | 120.17 | | | | | | 110.56 | | | | | | 158.36 | | | | | | 119.77 | | |

| S&P 500 | | | | | | | | | | | | | | | | | | | | | | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| Russell 2000 | | | | | | | | | | | | | | | | | | | | | | | | | | | 88.99 | | | | | | 111.70 | | | | | | 134.00 | | | | | | 153.85 | | | | | | 122.41 | | |

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

In May 2022, we terminated the 2021 ATM program with an aggregate offering amount of approximately $71.3 million remaining available for sale and, upon termination, no further common shares were available for sale.

In June 2020, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $362.7 million (the "2020 ATM program").

In August 2021, we terminated the 2020 ATM program with an aggregate offering price of approximately $0.2 million remaining available for sale and, upon termination, no further common shares were available for sale.

We have a repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions.

There were no repurchases under this plan for the year ended December 31, 2022 or through the date of this filing.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2022.][added: 2023.]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on those financial statements.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

February 22, 2024

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| February 22, 2024 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

February 23, 2023

| February 23, 2023 | | |

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2023] [added: 25, 2024] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2023.][added: 10, 2024.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2023] [added: 25, 2024] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2023.][added: 10, 2024.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2023] [added: 25, 2024] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2023.][added: 10, 2024.]

Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2023] [added: 25, 2024] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2023.][added: 10, 2024.]

Information with respect to this Item 14 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2023] [added: 25, 2024] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2023.][added: 10, 2024.]

| [Report of Independent Registered Public Accounting [removed: Firm](#ic3d0808623a844d5be74a512380237cd_103)] [added: Firm](#if7b646041cad49688087453a337e2225_103)] | | | PCAOB ID No. | | | 34 | | | F-1 | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#ic3d0808623a844d5be74a512380237cd_106)] [added: 2022](#if7b646041cad49688087453a337e2225_106)] | | | | | | | | | F-3 | | |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ic3d0808623a844d5be74a512380237cd_112)] [added: 2021](#if7b646041cad49688087453a337e2225_112)] | | | | | | | | | F-4 | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ic3d0808623a844d5be74a512380237cd_115)] [added: 2021](#if7b646041cad49688087453a337e2225_115)] | | | | | | | | | F-6 | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ic3d0808623a844d5be74a512380237cd_121)] [added: 2021](#if7b646041cad49688087453a337e2225_121)] | | | | | | | | | F-8 | | |

| [Notes to Consolidated Financial [removed: Statements](#ic3d0808623a844d5be74a512380237cd_124)] [added: Statements](#if7b646041cad49688087453a337e2225_124)] | | | | | | | | | F-10 | | |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#ic3d0808623a844d5be74a512380237cd_199)] [added: Depreciation](#if7b646041cad49688087453a337e2225_205)] | | | | | | | | | S-1 | | |

| [Schedule IV – Mortgage Loans on Real [removed: Estate](#ic3d0808623a844d5be74a512380237cd_205)] [added: Estate](#if7b646041cad49688087453a337e2225_211)] | | | | | | | | | S-8 | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/906345/000090634521000004/ex31-camdenfifthamendedand.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/906345/000090634523000009/ex31-sixthamendedandrestat.htm)] | | | | | | [removed: Fifth] [added: Sixth] Amended and Restated Bylaws of Camden Property Trust | | | | | | Exhibit [removed: 99.1] [added: 3.1] to Form 8-K filed on February [removed: 2, 2021] [added: 23, 2023] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w5.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/906345/000119312519174375/d724903dex45.htm)] | | | | | | Form of Camden Property Trust [removed: 4.875%] [added: 3.150%] Note due [removed: 2023] [added: 2029] | | | | | | Exhibit 4.5 to Form 8-K filed on June [removed: 3, 2011] [added: 17, 2019] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/906345/000119312513458752/d637796dex41.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/906345/000119312513458752/d637796dex41.htm)] | | | | | | Form of Camden Property Trust 4.250% Note due 2024 | | | | | | Exhibit 4.1 to Form 8-K filed on December 2, 2013 | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/906345/000090634514000020/exhibit41.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/906345/000090634514000020/exhibit41.htm)] | | | | | | Form of Camden Property Trust [removed: 3.50%] [added: 3.500%] Note due 2024 | | | | | | Exhibit 4.1 to Form 8-K filed on September 12, 2014 | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex45.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex45.htm)] | | | | | | Form of Camden Property Trust 4.100% Note due 2028 | | | | | | Exhibit 4.5 to Form 8-K filed on October 4, 2018 | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/906345/000119312519174375/d724903dex45.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/906345/000119312519263579/d815416dex45.htm)] | | | | | | Form of Camden Property Trust [removed: 3.150%] [added: 3.350%] Note due [removed: 2029] [added: 2049] | | | | | | Exhibit 4.5 to Form 8-K filed on [removed: June 17,] [added: October 7,] 2019 | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/906345/000119312519263579/d815416dex45.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex45.htm)] | | | | | | Form of Camden Property Trust [removed: 3.350%] [added: 2.800%] Note due [removed: 2049] [added: 2030] | | | | | | Exhibit 4.5 to Form 8-K filed on [removed: October 7, 2019] [added: April 21, 2020] | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex45.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex46.htm)] | | | | | | Form of Camden Property Trust 2.800% Note due 2030 | | | | | | Exhibit [removed: 4.5] [added: 4.6] to Form 8-K filed on April 21, 2020 | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex46.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/906345/000119312523270256/d573753dex45.htm)] | | | | | | Form of Camden Property Trust [removed: 2.800%] [added: 5.850%] Note due [removed: 2030] [added: 2026] | | | | | | Exhibit [removed: 4.6] [added: 4.5] to Form 8-K filed on [removed: April 21, 2020] [added: November 3, 2023] | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/906345/000090634520000016/cpt12312019ex414.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/906345/000090634520000016/cpt12312019ex414.htm)] | | | | | | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | Exhibit 4.14 to Form 10-K/A filed on March 6, 2020 | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm) | | | | | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain [removed: key employees] [added: trust managers] | | | | | | Exhibit 10.7 to Form 10-K for the year ended December 31, 2003 | | |

| [10.10](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm) | | | | | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain [removed: trust managers] [added: key employees] | | | | | | Exhibit 10.8 to Form 10-K for the year ended December 31, 2003 | | |

| [removed: [10.42](http://www.sec.gov/Archives/edgar/data/906345/000090634522000013/exhibit21trs_camdenipaf1.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/906345/000090634522000013/exhibit21trs_camdenipaf1.htm)] | | | | | | Interest Purchase Agreement, dated as of March 17, 2022, among Teacher Retirement System of Texas, Camden Property Trust and Camden Multifamily Value Add Fund GP LLC relating to Camden Multifamily Value Add Fund, L.P. [removed: (incorporated by reference to Exhibit 2.1 to the Company's current Report on Form 8-K filed on March 18, 2022 (File No. 1-12110))] | | | | | | Exhibit 2.1 to Form 8-K filed on March 18, 2022 | | |

| [removed: [10.43](http://www.sec.gov/Archives/edgar/data/906345/000090634522000013/exhibit22trs_camdenipaf2.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/906345/000090634522000013/exhibit22trs_camdenipaf2.htm)] | | | | | | Interest Purchase Agreement, dated as of March 17, 2022, among Teacher Retirement System of Texas, Camden Property Trust and Camden Multifamily Value Add Fund GP LLC relating to Camden Multifamily Co-Investment Fund, L.P. [removed: (incorporated by reference to Exhibit 2.2 to the Company's current Report on Form 8-K filed on March 18, 2022 (File No. 1-12110))] | | | | | | Exhibit 2.2 to Form 8-K filed on March 18, 2022 | | |

| [removed: [10.44](http://www.sec.gov/Archives/edgar/data/906345/000119312522151882/d339059dex11.htm)] [added: [10.38](https://www.sec.gov/Archives/edgar/data/906345/000119312523151658/d489281dex11.htm)] | | | | | | [removed: Form of] Distribution Agency Agreement, dated May [removed: 13, 2022,] [added: 22, 2023,] among Camden Property Trust, Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch [removed: (incorporated by reference to Exhibit 1.1 to the Company's current Report on Form 8-K filed on May 16, 2022 (File No. 1-12110))] | | | | | | Exhibit 1.1 to Form 8-K filed on May [removed: 16, 2022] [added: 22, 2023] | | |

| [removed: [10.45](http://www.sec.gov/Archives/edgar/data/906345/000119312522151882/d339059dex12.htm)] [added: [10.39](https://www.sec.gov/Archives/edgar/data/906345/000119312523151658/d489281dex12.htm)] | | | | | | [removed: Form of] Distribution Agency Agreement, dated May [removed: 13, 2022,] [added: 22, 2023,] among Camden Property Trust, Scotia Capital (USA) Inc. and The Bank of Nova Scotia [removed: (incorporated by reference to Exhibit 1.2 to the Company's current Report on Form 8-K filed on May 16, 2022 (File No. 1-12110))] | | | | | | Exhibit 1.2 to Form 8-K filed on May [removed: 16, 2022] [added: 22, 2023] | | |

| [removed: [10.46](http://www.sec.gov/Archives/edgar/data/906345/000119312522151882/d339059dex13.htm)] [added: [10.40](https://www.sec.gov/Archives/edgar/data/906345/000119312523151658/d489281dex13.htm)] | | | | | | [removed: Form of] Distribution Agency Agreement, dated May [removed: 13, 2022,] [added: 22, 2023,] among Camden Property Trust, Truist Securities, Inc. and Truist Bank [removed: (incorporated by reference to Exhibit 1.3 to the Company's current Report on Form 8-K filed on May 16, 2022 (File No. 1-12110))] | | | | | | Exhibit 1.3 to Form 8-K filed on May [removed: 16, 2022] [added: 22, 2023] | | |

| [removed: [10.47](http://www.sec.gov/Archives/edgar/data/906345/000119312522151882/d339059dex14.htm)] [added: [10.41](https://www.sec.gov/Archives/edgar/data/906345/000119312523151658/d489281dex14.htm)] | | | | | | [removed: Form of] Distribution Agency Agreement, dated May [removed: 13, 2022,] [added: 22, 2023,] among Camden Property Trust, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association [removed: (incorporated by reference to Exhibit 1.4 to the Company's current Report on Form 8-K filed on May 16, 2022 (File No. 1-12110))] | | | | | | Exhibit 1.4 to Form 8-K filed on May [removed: 16, 2022] [added: 22, 2023] | | |

| [removed: [10.48](http://www.sec.gov/Archives/edgar/data/906345/000090634522000033/exhibit991.htm)] [added: [10.42](http://www.sec.gov/Archives/edgar/data/906345/000090634522000033/exhibit991.htm)] | | | | | | Fourth Amended and Restated Credit Agreement, dated August 31, 2022, among Camden Property Trust, as the Borrower, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., PNC Bank, National Association, Regions Bank, Truist Bank, and U.S. Bank National Association, as Syndication Agents, BMO Harris Bank, N.A., Mizuho Bank, Ltd., TD Bank, N.A., and The Bank of Nova Scotia, as Documentation Agents, and the other lenders party thereto, BofA Securities, Inc., JPMorgan Chase Bank N.A., PNC Capital Markets LLC, Regions Capital Markets, Truist Securities Inc., and U.S. Bank National Association, as Joint Lead Arrangers, BofA Securities, Inc., and JPMorgan Chase Bank N.A., as Joint Bookrunners [removed: (incorporated by reference to Exhibit 99.1 to the Company's current Report on Form 8-K filed on September 1, 2022 (File No. 1-12110))] | | | | | | Exhibit 99.1 to Form 8-K filed on September 1, 2022 | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex211.htm)] | | | | | | List of Significant Subsidiaries | | | | | | Filed Herewith | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex231.htm)] | | | | | | Consent of Deloitte & Touche LLP | | | | | | Filed Herewith | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex241.htm)] | | | | | | Powers of Attorney for Javier E. Benito, Heather J. Brunner, Mark D. Gibson, Scott S. Ingraham, Renu Khator, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook | | | | | | Filed Herewith | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex311.htm)] | | | | | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | | | | | | Filed Herewith | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex312.htm)] | | | | | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | | | | | | Filed Herewith | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/906345/000090634523000008/cpt12312022-ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex321.htm)] | | | | | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | Filed Herewith | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| [3.5](https://www.sec.gov/Archives/edgar/data/906345/000090634523000023/ex31-firstamendmenttosixth.htm) | | | | | | First Amendment to the Sixth Amended and Restated Bylaws of Camden Property Trust | | | | | | Exhibit 3.1 to Form 8-K filed on April 27, 2023 | | |

| [4.15](https://www.sec.gov/Archives/edgar/data/906345/000119312524003078/d95214dex45.htm) | | | | | | Form of Camden Property Trust 4.900% Note due 2034 | | | | | | Exhibit 4.5 to Form 8-K filed on January 5, 2024 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| [97.1](https://www.sec.gov/Archives/edgar/data/906345/000090634524000007/cpt12312023-ex971.htm) | | | | | | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 | | | | | | Filed Herewith | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated Herein by Reference (1) | | |

| [10.36](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386exv10w6.htm) | | | | | | Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto | | | | | | Exhibit 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) | | |

| [10.37](http://www.sec.gov/Archives/edgar/data/906345/000110465918057206/a18-30110_1ex99d1.htm) | | | | | | Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P. | | | | | | Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110) | | |

| [10.38](http://www.sec.gov/Archives/edgar/data/906345/000090634521000017/exhibit991-2020camdensummi.htm) | | | | | | Agreement, dated as of March 8, 2021 among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Jr. Revocable Trust, 2012 DE CPT LLC, WBM CPT 2020 LLC, David F. Tufaro, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P. | | | | | | Exhibit 99.1 to Form 8-K filed by Camden Property Trust on March 11, 2021 (File No. 1-12110) | | |

| [10.39](http://www.sec.gov/Archives/edgar/data/915773/000095014401505331/g70838ex10-1.txt) | | | | | | Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001 | | | | | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792) | | |

| [10.40](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm) | | | | | | Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company | | | | | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) | | |

| [10.41](http://www.sec.gov/Archives/edgar/data/906345/000091577305000007/paulsensepagreement.htm) | | | | | | Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen | | | | | | Exhibit 99.2 to Form 8-K filed on April 28, 2005 | | |

| February [removed: 23, 2023] [added: 22, 2024] | | | | | | | | | | | | CAMDEN PROPERTY TRUST | | | | | | | | |

| /s/ Richard J. Campo | | | | | | Chairman of the Board of Trust | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ D. Keith Oden | | | | | | Executive Vice Chairman of the Board of Trust | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Alexander J. Jessett | | | | | | Executive Vice President - Chief Financial Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Michael P. Gallagher | | | | | | Senior Vice President - Chief Accounting | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Javier E. Benito | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Heather J. Brunner | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Mark D. Gibson | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Scott S. Ingraham | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Renu Khator | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Frances Aldrich Sevilla-Sacasa | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Steven A. Webster | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Kelvin R. Westbrook | | | | | | Trust Manager | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also 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, [removed: 2022,] [added: 2023,] 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 [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing a separate opinion on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The Company’s evaluation of properties under development, including land [removed: (“properties] [added: ("properties] under [removed: development”)] [added: development")] for impairment involves an [removed: initial] assessment to determine whether events or changes in circumstances indicate that the carrying amount of properties under development may not be recoverable.

As of December 31, [removed: 2022,] [added: 2023,] the Company’s properties under development had an aggregate [removed: book] [added: carrying] value of [removed: $525.0] [added: $486.9] million, and no impairment loss has been recognized for the year ended December 31, [removed: 2022.][added: 2023.]

Given the Company’s evaluation of properties under development for impairment indicators requires management to make [added: significant] judgments related to the assumptions described above, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts may not be recoverable required a high degree of auditor judgment.

- We tested the effectiveness of controls over management’s process of identifying indicators of [removed: asset] impairment, including controls over management’s estimates of projected occupancy and market rent, projected construction costs, [added: estimates of demand for multifamily communities,] and other market and economic assumptions.

◦Compared projected net operating income growth, occupancy rate, and capitalization rate for each property [added: under development] to market averages from third party market reports and to the Company’s historical financial performance for operating properties in the same or nearby markets;

◦Discussed with management and read minutes for Board of Trust Managers and Investment Committee meetings to [removed: determine] [added: assess] if there were any significant adverse changes in legal factors or in the business climate that could affect management’s plans for properties under development, including if it is more likely than not that any property under development will be sold, not developed, or otherwise disposed of significantly before the end of its previously estimated useful [removed: life;][added: life.]

◦Compared [removed: management’s] [added: management's] projected costs, construction completion date, and stabilized net operating income for recently completed [removed: development] properties [added: under development] to actual [removed: results.][added: results;]

[removed: Acquisitions –] [added: |] Gain on [removed: Acquisition] [added: acquisition] of [removed: Unconsolidated Joint Venture Interests - Refer to Notes 2 and 7 to the financial statements][added: unconsolidated joint venture interests | | | — | | | | | | 474,146 | | | | | | — | | |]

On April 1, 2022, [removed: the Company] [added: we] purchased the remaining 68.7% ownership interests in two unconsolidated discretionary investment funds (collectively, [added: "the Funds" or "the acquisition of] the [removed: “Funds”).][added: Funds") for cash consideration of approximately $1.1 billion, after adjusting for our assumption of approximately $515.0 million of existing secured mortgage debt of the Funds which remained outstanding.]

| *(in thousands, except per share amounts)* | | | [added: | | | 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Land | | | $ | [removed: 1,716,273] [added: 1,711,873] | | | | | $ | [removed: 1,349,594] [added: 1,716,273] | |

| Buildings and improvements | | | [removed: 10,674,619] [added: 10,993,390] | | | | | | [removed: 8,624,734] [added: 10,674,619] | | |

| Accumulated depreciation | | | [removed: (3,848,111)] [added: (4,332,524)] | | | | | | [removed: (3,358,027)] [added: (3,848,111)] | | |

| Net operating real estate assets | | | $ | [removed: 8,542,781] [added: 8,372,739] | | | | | $ | [removed: 6,616,301] [added: 8,542,781] | |

| Properties under development, including land | | | [removed: 524,981] [added: 486,864] | | | | | | [removed: 474,739] [added: 524,981] | | |

| Total real estate assets | | | $ | [removed: 9,067,762] [added: 8,859,603] | | | | | $ | [removed: 7,104,770] [added: 9,067,762] | |

| Accounts receivable – affiliates | | | [removed: 13,364] [added: 11,905] | | | | | | [removed: 18,664] [added: 13,364] | | |

| Other assets, net | | | [removed: 229,371] [added: 244,182] | | | | | | [removed: 234,370] [added: 229,371] | | |

| Cash and cash equivalents | | | [added: $ | 259,686 | | | | | $ |] 10,687 | | | | | [added: $] | 613,391 | | [removed: |]

| Restricted cash | | | [added: 8,361 | | | | | |] 6,751 | | | | | | 5,589 | | |

| Total assets | | | $ | [removed: 9,327,935] [added: 9,383,737] | | | | | $ | [removed: 7,976,784] [added: 9,327,935] | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

◦Analyzed period over period changes in projected construction costs for each property under development to evaluate any accumulation of costs significantly in excess of the amount originally expected;

February 22, 2024

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| | | | $ | 12,705,263 | | | | | $ | 12,390,892 | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Unrealized loss on cash flow hedging activities | | | (728) | | | | | | — | | | | | | — | | |

| Less income allocated to non-controlling interests | | | (7,244) | | | | | | (7,895) | | | | | | (8,469) | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Equity, December 31, 2022 | | | $ | 1,156 | | | | | $ | 5,897,454 | | | | | $ | (581,532) | | | | | $ | (328,684) | | | | | $ | (1,774) | | | | | $ | 70,301 | | | | | $ | 5,056,921 | | | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Net income | | | | | | | | | | | | | | | 403,309 | | | | | | | | | | | | | | | | | | 7,244 | | | | | | 410,553 | | |

| Net share awards | | | | | | | | | 16,552 | | | | | | | | | | | | 7,695 | | | | | | | | | | | | | | | | | | 24,247 | | |

| Conversion/ redemption of operating partnership units (3 shares) | | | | | | | | | 72 | | | | | | | | | | | | | | | | | | | | | | | | (200) | | | | | | (128) | | |

| Cash distributions declared to equity holders ($4.00 per share) | | | | | | | | | | | | | | | (435,428) | | | | | | | | | | | | | | | | | | (6,331) | | | | | | (441,759) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | | | | | | | (397) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (397) | | |

| Equity, December 31, 2023 | | | $ | 1,156 | | | | | $ | 5,914,868 | | | | | $ | (613,651) | | | | | $ | (320,364) | | | | | $ | (1,252) | | | | | $ | 71,014 | | | | | $ | 5,051,771 | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| Net income | | | $ | 410,553 | | | | | $ | 661,508 | | | | | $ | 312,376 | |

| Depreciation and amortization | | | 574,813 | | | | | | 577,020 | | | | | | 420,692 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

| *(in thousands)* | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

We did not recognize amortization expense related to in-place leases or revenue related to net below-market leases during the year ended December 31, 2023.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

Cash flows from derivatives and the related gains and losses are classified as cash flows from operating activities on the consolidated statements of cash flows.

*Cash Flow Hedges.* For derivative instruments which are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component to other comprehensive income ("OCI") and recorded in accumulated other comprehensive income ("AOCI") on our consolidated balance sheets.

The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on our consolidated statements of earnings.

Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge.

Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.

[Table of C](#if7b646041cad49688087453a337e2225_7)[ontents](#if7b646041cad49688087453a337e2225_7)

*Fair Value Hedges.* For derivative instruments which are designated and qualify as a fair value hedge, the changes in fair value of the derivative instrument and the offsetting changes in fair value of the underlying hedged item due to changes in the hedged risk are recorded to interest expense on our consolidated statements of earnings.

*Counterparty Credit Risk.* Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions.

We manage counterparty credit risk (the risk counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis.

*Derivative Financial Instruments.* The estimated fair values of derivative financial instruments are valued 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 and volatility.

[Table of Contents](#ic3d0808623a844d5be74a512380237cd_7)

*Critical Audit Matter Description*

*How the Critical Audit Matter Was Addressed in the Audit*

The Company accounted for this transaction as an asset acquisition and remeasured its previously held ownership interests in the Funds to fair value at the acquisition date and recognized a gain on acquisition of unconsolidated joint venture interests of $474.1 million (“gain on acquisition”).

To determine the fair value of the previously held ownership interests, the Company determined fair value by applying methods similar to those used by independent appraisers of income-producing property.

Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

Given the Company’s evaluation of gain on acquisition requires management to make judgments related to the assumptions described above, performing audit procedures to evaluate whether management appropriately determined the fair value of the previously held ownership interests required a high degree of auditor judgment, an increased extent of auditor effort, and the use of professionals with specialized skill and knowledge.

Our audit procedures related to the fair value of the Company’s ownership interests in the Funds and gain on acquisition of unconsolidated joint venture interests included the following, among others:

- We tested the effectiveness of controls over management’s process of reviewing the gain on acquisition calculation, including controls over management’s estimates of fair value.

- We read the relevant contracts to understand the underlying terms of the transaction.

- With the assistance of our fair value specialists, for a sample of real estate assets acquired in the transaction, we evaluated the reasonableness of the valuation methodology, current market data, and significant market assumptions used by management, such as price per unit.

- We evaluated the appropriateness of the accounting treatment to remeasure the previously held ownership interests at fair value.

- We compared assumptions utilized by management, such as implied capitalization rates and interest rates, to third party market reports.

- We independently calculated the gain on acquisition and compared our calculation to management’s calculation.

February 23, 2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 12,390,892 | | | | | $ | 9,974,328 | |

| Investments in joint ventures | | | — | | | | | | 13,730 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity, December 31, 2019 | | | $ | 1,069 | | | | | $ | 4,566,731 | | | | | $ | (584,167) | | | | | $ | (348,419) | | | | | $ | (6,529) | | | | | $ | 73,039 | | | | | $ | 3,701,724 | | | | |

| Net income | | | | | | | | | | | | | | | 123,911 | | | | | | | | | | | | | | | | | | 4,668 | | | | | | 128,579 | | | | | |

| Net share awards | | | | | | | | | 13,986 | | | | | | | | | | | | 6,195 | | | | | | | | | | | | | | | | | | 20,181 | | | | | |

| Cash distributions declared to equity holders ($3.32 per share) | | | | | | | | | | | | | | | (330,823) | | | | | | | | | | | | | | | | | | (5,803) | | | | | | (336,626) | | | | | |

| Other | | | 2 | | | | | | (222) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (220) | | | | | |

| Equity, December 31, 2021 | | | $ | 1,126 | | | | | $ | 5,363,530 | | | | | $ | (829,453) | | | | | $ | (333,974) | | | | | $ | (3,739) | | | | | $ | 68,765 | | | | | $ | 4,266,255 | |

| Gain on acquisition of unconsolidated joint venture interests | | | (474,146) | | | | | | — | | | | | | — | | |

| Right-of-use assets obtained in exchange for the use of new operating lease liabilities | | | — | | | | | | — | | | | | | 676 | | |

There was no remaining unamortized value of in-place leases at December 31, 2022.

We recognized revenue related to net below-market leases of $8.6 million, $1.1 million and $0.1 million during the years ended December 31, 2022, 2021, and 2020, respectively.

During the years ended December 31, 2022, 2021, and 2020, the weighted average amortization periods for net below-market leases were approximately seven months, ten months, and seven months, respectively.

use in our impairment analyses.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are cash flow hedges.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes attributable to the earnings effect of the hedged transactions.

We may enter into derivative contracts which are intended to economically hedge certain of our risks, for which hedge accounting does not apply or we elect not to apply hedge accounting.

*Assets Held for Sale (Including Discontinued Operations)*.

Disposed of properties are classified as a discontinued operation when the disposal represents a strategic shift, such as disposal of a major line of business, a major geographical area

or a major equity investment.

The results of operations for properties sold during the period or classified as held for sale at the end of the period, and meeting the above criteria of discontinued operations, are classified as discontinued operations for all periods presented.

Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets.

Subsequent to classification of a property as held for sale, no further depreciation is recorded.