Camden Property Trust 10-Q 2026-03-31

Filed 2026-05-01. 8 sections, 191K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-12110

CAMDEN PROPERTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

TX76-6088377
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2800 Post Oak Boulevard, Suite 2700Houston,Texas77056
(Address of principal executive offices)(Zip Code)

(713) 354-2500

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par valueCPTNYSE
NYSE Texas

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerýAccelerated filer☐
Non-accelerated filer¨Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

On April 24, 2026, 100,519,732 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

CAMDEN PROPERTY TRUST

Table of Contents

Page
PART IFINANCIAL INFORMATION1
Item 1Financial Statements1
Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 20251
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2026 and 20252
Condensed Consolidated Statements of Equity (Unaudited) for the Three Months Ended March 31, 2026 and 20253
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 20255
Notes to Condensed Consolidated Financial Statements (Unaudited)6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3Quantitative and Qualitative Disclosures About Market Risk32
Item 4Controls and Procedures32
PART IIOTHER INFORMATION32
Item 1Legal Proceedings32
Item 1ARisk Factors32
Item 2Unregistered Sales of Equity Securities and Use of Proceeds33
Item 3Defaults Upon Senior Securities33
Item 4Mine Safety Disclosures33
Item 5Other Information33
Item 6Exhibits33
SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)March 31, 2026December 31, 2025
Assets
Real estate assets, at cost
Land$1,784,349$1,787,445
Buildings and improvements11,801,30111,792,960
$13,585,650$13,580,405
Accumulated depreciation(5,407,880)(5,296,061)
Net operating real estate assets$8,177,770$8,284,344
Properties under development and land457,994419,227
Total real estate assets$8,635,764$8,703,571
Accounts receivable – affiliates8,0768,884
Other assets, net285,493293,292
Cash and cash equivalents40,68425,203
Restricted cash89,61012,039
Total assets$9,059,627$9,042,989
Liabilities and equity
Liabilities
Notes payable
Unsecured$3,931,761$3,570,193
Secured318,708330,597
Accounts payable and accrued expenses269,623248,087
Accrued real estate taxes59,81892,382
Distributions payable112,156114,971
Other liabilities262,710248,506
Total liabilities$4,954,776$4,604,736
Commitments and contingencies (Note 9)
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000,000 shares authorized; 117,767,773 and 117,737,767 issued at March 31, 2026 and December 31, 2025, respectively; 115,734,377 and 115,711,964 outstanding at March 31, 2026 and December 31, 2025, respectively1,1571,157
Additional paid-in capital5,948,5115,948,938
Distributions in excess of net income attributable to common shareholders(1,037,252)(969,240)
Treasury shares, at cost (13,792,716 and 11,373,251 common shares at March 31, 2026 and December 31, 2025, respectively)(886,052)(620,497)
Accumulated other comprehensive income2,5222,165
Total common equity$4,028,886$4,362,523
Non-controlling interests75,96575,730
Total equity$4,104,851$4,438,253
Total liabilities and equity$9,059,627$9,042,989

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended March 31,
(in thousands, except per share amounts)20262025
Property revenues$388,773$390,565
Property expenses
Property operating and maintenance90,17989,698
Real estate taxes49,89049,722
Total property expenses$140,069$139,420
Non-property income
Fee and asset management$2,143$2,487
Interest and other income25310
(Loss)/income on deferred compensation plans(1,159)1,198
Total non-property income$1,237$3,695
Other expenses
Property management$10,258$9,895
Fee and asset management661671
General and administrative14,70516,948
Interest37,35933,790
Depreciation and amortization150,000149,252
(Benefit)/expense on deferred compensation plans(1,159)1,198
Other non-operating expenses60,9051,760
Total other expenses$272,729$213,514
Gain on sale of operating property, including land68,100—
Income from continuing operations before income taxes$45,312$41,326
Income tax expense(938)(559)
Net income$44,374$40,767
Net income allocated to non-controlling interests(1,925)(1,945)
Net income attributable to common shareholders$42,449$38,822

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2025. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.

We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical facts, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:

  • Volatility in capital and credit markets, cost increases, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;

  • Short-term leases could expose us to the effects of declining market rents;

  • We could be negatively impacted by the risks associated with land holdings and related activities;

  • Development, repositions, redevelopment and construction risks could impact our profitability;

  • Our acquisition strategy may not produce the cash flows expected;

  • Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values;

  • Failure to qualify as a REIT could have adverse consequences;

  • Tax laws could continue to change at any time and any such legislative or other actions could have a negative effect on us;

  • A cybersecurity incident and other technology disruptions could negatively impact our business;

  • We have significant debt, which could have adverse consequences;

  • Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;

  • Issuances of additional debt may adversely impact our financial condition;

  • We may be unable to renew, repay, or refinance our outstanding debt;

  • Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;

  • Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;

  • The form, timing, and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;

  • Litigation risks could affect our business;

  • Damage from catastrophic weather and other natural events could result in losses;

  • Competition could adversely affect our ability to acquire properties;

  • We could be adversely impacted due to our share price fluctuations; and

  • Rising interest rates could increase our borrowing costs, lower the value of our real estate, and decrease our share price, leading investors to seek higher yields through other investments.

These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.

Executive Summary

Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of March 31, 2026, we owned interests

in, operated, or were developing 174 multifamily properties comprised of 59,416 apartment homes across the United States. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.

Business Environment and Current Outlook

Our results for the three months ended March 31, 2026 reflect an increase in same store revenues of approximately 0.2% compared to the same period in 2025, driven primarily by higher other income. We believe resident retention remains strong, supported by favorable demographics trends and continued demand for multifamily housing in our markets.

We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate are manageable and moderating levels of supply should be met with continued demand to absorb these new deliveries. However, if this were to change or other economic conditions were to worsen, our operating results could be adversely affected.

Consolidated Results

Net income attributable to common shareholders was $42.4 million and $38.8 million for the three months ended March 31, 2026 and 2025, respectively. The $3.6 million increase during the three months ended March 31, 2026 as compared to the same period in 2025 was primarily due to a gain on sale of an operating property, including land, of $68.1 million, partially offset by higher other non-operating expenses of approximately $59.1 million primarily due to the settlement of a class action matter and an impairment charge related to certain technology investments. See further discussion of our 2026 operations as compared to 2025 in "Results of Operations," below.

Construction and Development Activity

At March 31, 2026, we had a total of three properties under construction comprising 1,162 apartment homes. As of March 31, 2026, we estimated the total additional cost to complete the construction of these three properties was approximately $176.6 million.

Litigation Update

On April 7, 2026, we entered into a binding term sheet to settle the RealPage class action litigation matter related to the use of a revenue management software. We and the plaintiffs agreed to negotiate and execute a long-form settlement agreement on or before May 7, 2026, which will be subject to preliminary and final approval by the court. Under the term sheet, we agreed to pay an aggregate of $53.0 million to settle all claims which have been asserted, or could have been asserted, against us in the litigation, inclusive of class member recoveries, plaintiffs’ attorneys’ fees, and the costs of administering the settlement.

Dispositions

During the three months ended March 31, 2026 we sold one operating property in Irving, Texas for approximately $77.0 million and recognized a gain of approximately $67.9 million.

Debt

In February 2026, we issued $600.0 million of 4.90% senior unsecured notes due February 28, 2036.

In March 2026 we amended and restated our existing credit facility to (i) remove a $300 million unsecured term loan facility with a delayed draw feature and (ii) extend the maturity date of the unsecured revolving credit facility from August 2026 to March 2030, which may be extended at the Company’s option for two additional consecu

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

No material changes to our exposures to market risk have occurred since our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls. There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We incorporate by reference into this Item our litigation disclosures made in Note 9. "Commitments and Contingencies" to our Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We made the following share repurchases during the three months ended March 31, 2026:

PeriodTotal Number of Shares RepurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plan or ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (2)
January 1, 2026 - January 31, 20261,096,807$110.031,096,807$—
February 1, 2026 - February 28, 2026754,901108.40754,901518,170,850
March 1, 2026 - March 31, 2026781,32297.62781,322441,900,078
Total2,633,0302,633,030

(1) Average Price Paid Per Share excludes cash paid for commissions.

(2) We had a share repurchase plan approved by our Board of Trust Managers in October 2022, which allowed for the repurchase of up to $500.0 million of our common equity securities. In February 2026, the October 2022 share repurchase plan was terminated and replaced by a new share repurchase plan approved by our Board of Director, which allows for the repurchase of up to $600.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. The repurchase plan does not specify an expiration date. In April 2026, we repurchased 1,429,136 common shares at an average price of $100.78 per share for approximately $144.1 million. As of the date of this filing, $297.8 million remained available for repurchases under our share repurchase plan.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits
3.1Second Amendment to Sixth Amended and Restated Bylaws of the Camden Property Trust (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 27, 2026 (File No. 1- 12110))
10.1Form of Camden Property Trust 4.900% Note due 2036 (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on February 17, 2026 (File No. 1- 12110))
10.2Fifth Amended and Restated Credit Agreement, dated March 17, 2026, 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., The Bank of Nova Scotia, M&T Bank, and Deutsche Bank AG New York Branch, 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 (incorporated by reference to Exhibit 99.1 to the Company's current Report on Form 8-K filed on March 17, 2026 (File No. 1-12110))
10.3Letter Agreement dated March 24, 2026 between Camden Property Trust and Richard J. Campo (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on March 27, 2026 (File No. 1- 12110))
10.4Employment Agreement, dated March 24, 2026, among Camden Property Trust, Camden Development, Inc. and Alexander J. Jessett (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on March 27, 2026 (File No. 1- 12110))
10.5Employment Agreement, dated March 24, 2026, among Camden Property Trust, Camden Development, Inc. and Laurie A. Baker (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed on March 27, 2026 (File No. 1- 12110))
10.6Employment Agreement, dated March 24, 2026, among Camden Property Trust, Camden Development, Inc. and Benjamin D. Fraker (incorporated by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K filed on March 27, 2026 (File No. 1- 12110))
10.7Distribution Agency Agreement, dated April 28, 2026, among Camden Property Trust, Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on April 28, 2026 (File No. 1-12110))
10.8Distribution Agency Agreement, dated April 28, 2026, among Camden Property Trust and BMO Capital Markets Corp. (incorporated by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K filed on April 28, 2026 (File No. 1-12110))
10.9Distribution Agency Agreement, dated April 28, 2026, among Camden Property Trust and Regions Securities LLC (incorporated by reference to Exhibit 1.3 to the Company's Current Report on Form 8-K filed on April 28, 2026 (File No. 1-12110))
10.10Distribution Agency Agreement, dated April 28, 2026, among Camden Property Trust, Scotia Capital (USA) Inc. and The Bank of Nova Scotia (incorporated by reference to Exhibit 1.4 to the Company's Current Report on Form 8-K filed on April 28, 2026 (File No. 1-12110))
10.11Distribution Agency Agreement, dated April 28, 2026, among Camden Property Trust, Truist Securities, Inc. and Truist Bank (incorporated by reference to Exhibit 1.5 to the Company's Current Report on Form 8-K filed on April 28, 2026 (File No. 1-12110))
*31.1Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated May 1, 2026
*31.2Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated May 1, 2026
*32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
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  • Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

CAMDEN PROPERTY TRUST
/s/ Michael P. GallagherMay 1, 2026
Michael P. GallagherDate
Senior Vice President – Chief Accounting Officer