Essex Property Trust (ESS) 10-K risk factor changes: FY2024 vs FY2023

Our business, [removed: operating results,] [added: results of operations,] cash flows and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause our actual [removed: operating] results [added: of operations] to vary materially from recent results or from our anticipated future results.

General real estate investment risks may [added: materially] adversely affect property income and values, and therefore our stock price may be [added: materially] adversely affected. If the communities and other real estate investments, including development and redevelopment properties, do not generate sufficient income to meet operating and financing expenses, cash flow and the ability to make distributions will be [added: materially] adversely affected.

Income and growth from the communities may be further [added: materially] adversely affected by, among other things, the following factors, in addition to the other risk factors listed in this Item 1A:

- changes in the general or local economic climate that could affect demand for housing, including [removed: layoffs, due to] an increase in the use of new technologies [added: and artificial intelligence] to replace workers, [removed: slowing job growth,] and other events negatively impacting local employment rates, [added: tenant dispersion,] wages and the local economy;

- changes in economic conditions, such as high [added: or sustained] inflationary periods in which our operating and financing costs may increase at a rate greater than our ability to increase rents, [added: thereby compressing our operating margins which may have a material adverse effect on our business,] or deflationary periods where rents may decline more quickly relative to operating and financing costs; and

Economic environments can negatively impact the Company’s liquidity and [removed: operating results.] [added: results of operations.] In the event of a recession or other negative economic effects, [added: including slowing job growth in key markets,] the Company could incur reductions in rental and occupancy rates, property valuations and increases in costs.

Any such recession or economic downturn may also affect consumer confidence and spending and negatively impact the volume and pricing of real estate transactions, which could [removed: negatively] [added: materially adversely] affect the Company’s liquidity and its ability to vary its portfolio promptly in response to changes to the economy.

Rent control, or [removed: other] [added: future or potential] changes in applicable laws, or noncompliance with applicable laws, could [added: materially] adversely affect the [removed: Company's] [added: Company’s stock price, business, financial condition and results of] operations, [removed: property values or] [added: and/or] expose us to liability. The Company must own, operate, manage, acquire, develop and redevelop its properties in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations.

These laws and regulations may include zoning laws, building codes, rent control or stabilization laws, emergency orders, laws benefiting disabled persons, federal, state and local tax laws, landlord tenant laws, environmental laws, employment laws, immigration laws and other laws regulating [removed: housing] [added: housing, revenue management software and practices,] or [added: laws] that are generally applicable to the [removed: Company's] [added: Company’s] business and operations.

Existing and future rent control or rent stabilization laws and regulations, along with similar laws and regulations that expand tenants’ rights or impose additional costs on landlords, [added: including any such laws or regulations imposed in response to natural disasters and/or media attention on the housing industry,] may reduce rental revenues or increase operating [removed: costs.][added: costs and thus such laws and regulations may materially adversely affect our stock price, business, financial condition and results of operations.]

[removed: Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our] operating expenses and could reduce the value of our communities or make it more difficult for us to dispose of properties in certain circumstances.

[removed: The future outbreak of contagious diseases] [added: Future pandemics] could materially affect our business, financial condition, [added: stock price,] and results of operations. [removed: If there is a future outbreak] [added: Due to the national and global impacts] of [removed: contagious diseases,] [added: a pandemic or other health crisis,] such as [removed: COVID-19,] the [added: COVID-19 pandemic, the] Company may be subject to eviction [removed: moratoria] [added: moratoria, temporary] or [added: permanent legislative restrictions,] limits on rent increases and collection efforts, or may be legally required [removed: to] [added: to,] or otherwise agree [removed: to] [added: to,] restructure tenants’ rent obligations on less favorable terms than those currently in place.

A [removed: new] pandemic or [removed: disease outbreak] [added: other health crisis] may [removed: also] cause increased costs, lower profitability and market fluctuations that may affect our ability to obtain necessary funds for our business or [removed: may otherwise] negatively impact the ability of the Company’s third-party mezzanine loan borrowers and preferred equity investment sponsors to repay the Company.

Acquisitions of communities involve various risks and uncertainties and may fail to meet expectations. The Company’s acquisition of apartment communities may fail to meet the Company’s expectations due to factors including inaccurate estimates of future income, [removed: expenses] [added: expenses,] and the costs of improvements or redevelopment, which may be exacerbated by the lack of [removed: current] [added: reliable] market data due to [removed: limited] [added: inconsistent] deal flow.

In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with apartment communities may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may [added: materially] adversely affect our business, financial condition and results of operations.

Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results. The Company pursues development and redevelopment projects, including densification [removed: projects] [added: projects,] and those activities generally entail certain risks, including:

- projects may be delayed or abandoned due to, without limitation, weather conditions, labor or material shortages, municipal office closures and staff shortages, government recommended or mandated work stoppages, [added: protestors obstructing access] or environmental remediation;

- expenses may be higher than anticipated, including, without limitation, due to inflationary [removed: pressures,] [added: pressures (including potentially exacerbated by the imposition of tariffs),] supply chain issues, costs of litigation over construction contracts, environmental remediation or increased costs for [removed: labor,] [added: labor (including potentially related to any shrinkage in the labor force or labor shortages related to changing immigration policies),] materials and leasing;

The geographic concentration of the Company’s communities and fluctuations in local markets may [added: materially] adversely [removed: impact] [added: affect] the Company’s financial condition and [removed: operating results.] [added: results of operations.] The Company’s communities are concentrated in [removed: Northern and Southern] California and the Seattle metropolitan area, which exposes the Company to greater economic [added: concentration] risks.

Factors that may [added: materially] adversely affect local market and economic conditions include [removed: regional] [added: regionally] specific acts of nature (e.g., earthquakes, [removed: fires,] [added: wildfires,] floods, etc.), layoffs affecting specific or broad sectors of the economy (such as technology-based companies), and those other factors listed in the risk factor titled “*General real estate investment risks may [added: materially] adversely affect property income and values*” and elsewhere in this Item 1A.

The State of California [removed: recently experienced increased relocation out of the state and] is generally regarded as more litigious, highly regulated and taxed than many [added: other] states, which may reduce demand for the Company’s communities.

In some cases, we may spend more than budgeted amounts to make necessary improvements or maintenance, which could [added: materially] adversely [removed: impact] [added: affect] the Company’s financial condition and results of operations.

Competition in the apartment community market and other housing alternatives may [added: materially] adversely affect operations and the rental demand for the Company’s communities. There are numerous housing alternatives that compete with the Company’s communities in attracting tenants, including other apartment communities, condominiums and single-family homes.

Competitive housing in a particular area and fluctuations in cost of owner-occupied single- and multifamily homes caused by a decrease in housing prices, mortgage interest rates and/or government programs to promote home ownership or create additional rental and/or other types of housing, or an increase in desire for more space due to work-from-home needs or increased time spent at home, could [added: materially] adversely affect the Company’s ability to retain its tenants, lease apartment homes and increase or maintain rents.

If the demand for the Company’s communities is reduced, rental [added: or occupancy] rates may drop, which may have a material adverse effect on the Company’s financial condition and results of operations.

Investments in mortgages, mezzanine loans, subordinated debt, other real estate, and other marketable securities could [added: materially] adversely affect the Company’s cash flow from operations. The Company may purchase or otherwise invest in securities issued by entities which own real estate and/or invest in mortgages or unsecured debt obligations.

If any of the above were to occur, it could [added: materially] adversely affect the Company’s cash flows from operations.

The Company’s ownership of co-investments, including joint ventures and joint ownership of communities, its ownership of properties with shared facilities with a [removed: homeowners'] [added: homeowners’] association or other entity, its ownership of properties subject to a ground lease and its preferred equity investments and its other partial interests in entities that own communities, could limit the Company’s ability to control such communities and may restrict our ability to finance, refinance, sell or otherwise transfer our interests in these properties and expose us to loss of the properties if such agreements are breached by us or terminated. The Company has entered into, and may continue in the future to enter into, certain co-investments, including joint [removed: ventures or partnerships through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership.]

Although the Company plans to hold the contributed assets or, if such assets consist of real property, defer recognition of gain on sale of such assets pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (the [removed: "Code"),] [added: “Code”),] the Company may not be able to do so and if such tax liabilities were incurred they could have a material [removed: impact] [added: adverse effect] on its financial position.

In these arrangements, we cannot guarantee that the terms of the shared facilities agreements will be enforced or interpreted in favor of the Company, and the Company’s inability to control expenditures, make necessary repairs and/or control certain decisions may [added: materially] adversely affect the Company’s financial condition and results of operations, and/or the property’s safety, compliance with applicable laws, marketability or market value.

We may pursue acquisitions of other REITs and real estate companies, which may not yield anticipated results and could [added: materially] adversely affect our results of operations. We may make acquisitions of and/or investments in other REITs and real estate companies or enter into strategic alliances or joint ventures, which involves risks and uncertainties and may not be successful.

These and other factors could [added: materially] adversely affect our financial condition and results of operations.

Real estate investments are relatively illiquid and, therefore, the [removed: Company's] [added: Company’s] ability to vary its portfolio promptly in response to changes in economic or other conditions may be limited. Real estate investments are illiquid and, in our markets, can at times be difficult to sell at prices we find acceptable, which may limit our ability to promptly reduce our portfolio in response to [removed: changes in economic or other conditions and otherwise may adversely affect our financial condition and results of operations.]

Further, the presence of such substances, or the failure to properly remediate any such impacts, may [added: materially] adversely affect our ability to borrow against, develop, sell or rent the affected property, including due to any liens imposed on the impacted property by any government agencies for penalties or damages.

However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, [added: wildfires,] pollution, environmental matters or extreme weather conditions such as [removed: hurricanes, fires] [added: hurricanes] and floods that are uninsurable or not economically insurable.

A decline in the value of the securities held by PWI may [added: materially] adversely affect PWI’s ability to cover all or any portion of the amount of any insured losses.

Our properties or markets may in the future be the target of actual or threatened terrorist attacks, shootings, or other acts of violence, which could directly or indirectly damage our communities both physically and financially, cause uninsured losses, [added: materially] adversely affect the value of and our ability to operate our communities, subject us to significant liability claims, or otherwise impair our ability to achieve our expected results.

Although the Company may carry insurance for potential losses associated with its communities, employees, tenants, and compliance with applicable laws, it may still incur material losses due to uninsured risks, deductibles, copayments or losses in [removed: excess of applicable insurance coverage.]

In addition, [added: a recently destabilized insurance market, and] certain causalities and/or losses incurred may expose the Company in the future to higher insurance premiums.

Climate change may [added: materially] adversely affect our business. As a result of climate change, we may experience extreme weather, an [removed: increased number] [added: increase in frequency and severity] of natural [removed: disasters and] [added: disasters,] changes in precipitation, [removed: temperature and wild fire] [added: temperature, wildfire] and drought exposure, [added: and impacts of sea-level rise,] all of which may result in physical damage, a decrease in demand for our communities located in these areas or affected by these conditions, damage to our properties, disruption of services at our properties or increased costs associated with water or energy use and maintaining or insuring our communities.

- changes in demand for rental housing due to a variety of factors, including changing demographics or policies governing legal immigration, which could lead to a relative decrease in the renting population;

Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our

ventures or partnerships through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership.

changes in economic or other conditions and otherwise may materially adversely affect our financial condition and results of operations.

excess of applicable insurance coverage.

error, employee error, malfeasance by insiders, misconfigurations, “bugs”, or other vulnerabilities in Company, or vendor, IT Systems.

There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.

Furthermore, given the nature of complex IT Systems we rely upon, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities.

We may be unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor.

uninsured.

accelerated and the Company may be subject to additional contractual liability.

Such a reduction in income could cause the Board to reduce the amount of dividend distributions.

The Company’s future issuances of common stock, preferred stock or convertible debt securities could be dilutive to current stockholders and materially adversely affect the market price of the Company’s common stock. In order to finance the

paid to its stockholders in computing its taxable income.

Additional local, state and federal laws and rules with respect to corporate responsibility and sustainability matters may be enacted in the future and the extent and scope of their requirements and impact on our business are unknown.

board members do not meet the standards set by various constituencies.

We could face adverse consequences as a result of M&A activity in the REIT sector and actions of activist investors. Due to consolidation pressure and M&A activity in the REIT sector, we may receive unsolicited acquisition proposals or become the target of activist investors seeking to force a sale or merger.

If that occurs, management may be required to dedicate substantial time to evaluating such proposals or threats and various strategic alternatives, which could detract from their ability to focus on our core business.

Increased public, media, regulatory and governmental scrutiny of the housing industry could materially adversely affect our business, reputation, and results of operations. The housing industry, and particularly real estate developers and the rental housing sector, has attracted heightened attention from the public, media, regulators, elected officials and advocacy groups regarding issues such as affordability, fair housing practices, evictions, rental rates, and revenue management practices, which has led to various proposals, laws and regulations affecting rental housing providers, including rent control measures, eviction restrictions, and revenue management constraints.

Increased scrutiny presents companies in the rental housing sector, including us, with additional litigation risk, including class action lawsuits.

Additionally, political pressure and public sentiment regarding the rental housing industry could influence the introduction and passage of new regulations or legislation that may restrict our operations or otherwise materially adversely affect our business model.

These factors could materially adversely affect our results of operations and our financial condition.

- changes in demand for rental housing due to a variety of factors, including relocations of employees from local employers, increased worker locational flexibility and changing demographics, which could lead to a relative decrease in the renting population as the domestic population skews older due to the aging of baby boomers and older people may be more likely to purchase, rather than rent, homes,

Furthermore, if residents do not increase their income, they may be unable or unwilling to pay rent.

Additionally, the Company may be subject to temporary or permanent legislative restrictions that may inhibit our ability to conduct normal business activities including timely repairs, maintenance and customer service

Additionally, the political climates in California and Washington, in combination with the states’ and certain local governments’ relatively long suspension of rent payments and the corresponding restriction on evicting tenants due to non-payment of rent in connection with the COVID-19 pandemic, may have shifted some residents’ attitudes about the necessity of making rent payments.

This shift could reduce some residents’ willingness to pay rent and therefore the Company may continue to experience higher than historical average delinquency rates, which could adversely impact the Company’s financial condition and results of operations.

The collection, use and other processing of personal information is governed by federal and state laws and regulations.

Additionally, executive leadership transitions can be inherently difficult to manage and, as a result, we may experience some disruption to our business.

Rising interest rates may affect the Company’s costs of capital and financing activities and results of operation and otherwise adversely affect the market price of our common stock. Interest rates could increase, which could result in higher interest expense on the Company’s variable rate indebtedness or increase interest rates when refinancing maturing fixed rate debt.

Prolonged interest rate increases could negatively impact the Company’s ability to make acquisitions and develop projects with positive economic returns on investment and to refinance existing borrowings.

Some investors and financial institutions use ESG or sustainability scores, ratings or benchmarks to make financing, investment and voting decisions.

Although the Company makes ESG disclosures and undertakes sustainability and diversity initiatives, the Company may not score highly on ESG matters in the future and may face increased costs, such as increased capital expenditures or new expenses, in order to undertake such initiatives or to make such disclosures.

Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters, and certain states are adopting or are considering adopting laws that seek to limit the use of ESG in certain contexts.

In addition, investments to attain an ESG outcome may not perform as expected, resulting in losses.

Essex is the sole general partner of the Operating Partnership and, as of December 31, [removed: 2023,] [added: 2024,] had an approximately [removed: 96.6%] [added: 96.5%] general partner interest in the Operating Partnership.

As of December 31, [removed: 2023,] [added: 2024,] the Company owned or had ownership interests in [removed: 252] [added: 255] operating apartment communities, comprising [removed: 61,997] [added: 62,157] apartment homes, excluding the [removed: Company's] [added: Company’s] ownership in preferred equity co-investments, loan investments, [removed: three] [added: and two] operating commercial [removed: buildings, and a development pipeline comprised of one unconsolidated joint venture project.][added: buildings.]

As of December 31, [removed: 2023,] [added: 2024,] the Company’s development [added: and predevelopment] pipeline was comprised of [removed: one unconsolidated joint venture project under development aggregating 264 apartment homes and] various [added: consolidated] predevelopment projects, with total incurred costs of [removed: $114.0] [added: $52.7] million.

By region, the [removed: Company's] [added: Company’s] operating results for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and projection for [removed: 2024] [added: 2025] new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing) [removed: and 2024 estimated Same-Property revenue growth] are as follows:

Southern California Region: As of December 31, [removed: 2023,] [added: 2024,] this region represented [removed: 43%] [added: 44%] of the Company’s consolidated operating apartment homes.

Revenues for [removed: "2023 Same-Properties"] [added: “2024 Same-Properties”] (as defined below), or [removed: "Same-Property revenues,"] [added: “Same-Property revenues,”] increased [removed: 4.9%] [added: 4.0%] in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]

In [removed: 2024, the Company projects] [added: each of these regions, projected 2025 growth in] new residential supply of [removed: 27,400] apartment homes and single family [removed: homes, which represents 0.4%] [added: homes is expected to be 1% or less] of the total housing stock.

Northern California Region: As of December 31, [removed: 2023,] [added: 2024,] this region represented [removed: 37%] [added: 36%] of the Company’s consolidated operating apartment homes.

[added: 2024] Same-Property revenues increased [removed: 4.0%] [added: 2.6%] in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]

Seattle Metro Region: As of December 31, [removed: 2023,] [added: 2024,] this region represented 20% of the Company’s consolidated operating apartment homes.

[added: 2024] Same-Property revenues increased [removed: 4.0%] [added: 2.9%] in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]

The Company’s consolidated operating communities [removed: are] as [added: of December 31, 2024 and 2023 were as] follows:

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | |

| Southern California | | | [removed: 21,986] [added: 23,817] | | | | | | [removed: 43] [added: 44] | | % | | | | [removed: 22,151] [added: 21,986] | | | | | | 43 | | % |

| Northern California | | | [removed: 19,245] [added: 19,747] | | | | | | [removed: 37] [added: 36] | | % | | | | [removed: 19,230] [added: 19,245] | | | | | | 37 | | % |

| Seattle Metro | | | [removed: 10,341] [added: 10,899] | | | | | | 20 | | % | | | | 10,341 | | | | | | 20 | | % |

| Total | | | [removed: 51,572] [added: 54,463] | | | | | | 100 | | % | | | | [removed: 51,722] [added: 51,572] | | | | | | 100 | | % |

Co-investments, [added: including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX IV, and other co-investments,] developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods.

Concurrently, geopolitical tensions and regional conflicts have increased uncertainty during [removed: 2022 and 2023.][added: recent years.]

[removed: Inflation] [added: Elevated inflation in recent years] has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession.

[removed: Due] [added: In response] to increased inflation, the U.S. Federal Reserve raised the federal funds rate [removed: a total of seven times during] [added: throughout] 2022 and [removed: four times] [added: 2023 resulting] in [removed: 2023.][added: a significant increase of market interest rates.]

The long-term impact of these developments will largely depend on [removed: future laws that may be enacted,] the impact on job [removed: growth and] [added: growth,] the broader economy, and reactions by consumers, companies, governmental entities and capital markets.

The [removed: Company's] average financial occupancy for the [removed: Company's] [added: Company’s 2024] Same-Property portfolio [removed: increased slightly from 96.1%] [added: (stabilized properties consolidated by the Company] for the [removed: year] [added: years] ended December 31, [removed: 2022 to 96.4%] [added: 2024 and 2023) was 96.1% and 96.5%] for the [removed: year] [added: years] ended December 31, [removed: 2023.][added: 2024 and 2023, respectively.]

The foregoing macroeconomic conditions have not negatively impacted the [removed: Company's] [added: Company’s] ability to access traditional funding sources on the same or reasonably similar terms as were available in recent periods prior to the pandemic, as demonstrated by the [removed: Company's] [added: Company’s] financing activity during the year ended December 31, [removed: 2023] [added: 2024] discussed in the “Liquidity and Capital [removed: Resources"] [added: Resources”] section below.

While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property, which may entail the use of rent concessions and other incentives, and thus financial occupancy, which is based on contractual [removed: income] [added: income,] is not considered the best metric to quantify occupancy.

The regional breakdown of the Company’s [removed: 2023] [added: 2024] Same-Property portfolio for financial occupancy for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022 is] [added: 2023 was] as follows:

| | | | [removed: Years ended] [added: Year Ended] December 31, | | | | | | | | |

| | | | [added: | | | 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Southern California | | | [removed: 96.3] [added: 95.8] | | % | | | | [removed: 96.2] [added: 96.3] | | % |

| Northern California | | | [removed: 96.5] [added: 96.3] | | % | | | | [removed: 96.1] [added: 96.5] | | % |

| Seattle Metro | | | [removed: 96.6] [added: 96.7] | | % | | | | [removed: 95.8] [added: 96.6] | | % |

The following table provides a breakdown of [added: property] revenue amounts, including the revenues attributable to [removed: 2023 Same-Properties.][added: 2024 Same-Properties ($ in thousands):]

| | | | | | | Number of [removed: Apartment] [added: Apartment Homes] | | | | | | [removed: Years] [added: Year] Ended December 31, | | | | | | | | | | | | [removed: Dollar] [added: Dollar Change] | | | | | | [removed: Percentage] [added: Percentage Change] | | |

| [removed: 2023] [added: 2024] Same-Properties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: *Management] [added: | Management] and other fees from [removed: affiliates* stayed consistent at $11.1 million in 2023 and 2022.][added: affiliates | | | (10,265) | | | | | | (11,131) | | | | | | (11,139) | | |]

*Property operating expenses, excluding real estate taxes* increased by [removed: $16.3] [added: $26.4] million or [removed: 5.8%] [added: 8.8%] to [removed: $299.7] [added: $326.1] million in [removed: 2023] [added: 2024] compared to [removed: $283.4] [added: $299.7] million in [removed: 2022,] [added: 2023,] primarily due to increases of [removed: $5.1] [added: $10.6] million in utilities expenses, [removed: $4.7] [added: $7.8] million in [removed: maintenance and repairs] [added: administrative] expenses, [removed: $4.1] [added: $7.3] million in [removed: administrative expenses,] [added: personnel costs,] and [removed: $2.4] [added: $0.7] million in [removed: personnel costs.][added: maintenance and repairs expenses.]

*Gain on sale of real estate and land* of [removed: $59.2] [added: $175.6] million in [removed: 2023] [added: 2024] was attributable to the sale of [removed: CBC and The Sweeps apartment home community and the sale of a land parcel.][added: Hillsdale Garden in 2024.]

[removed: *Interest expense* increased by $8.1 million or 4.0% to $212.9 million in 2023 compared to $204.8 million in 2022*,* primarily] [added: The increase was also] due to borrowing on the $300.0 million unsecured term loan in April 2023, the $298.0 million of 10-year secured loans closed in July 2023, and [removed: higher average interest rates] [added: increased borrowing on the Company’s unsecured lines of credit in 2024] resulting in [removed: an] [added: a $16.2 million] increase in interest [removed: expense of $16.3 million.][added: expense.]

Additionally, there was a [removed: $1.4] [added: $0.6] million decrease in capitalized interest in [removed: 2023,] [added: 2024,] due to a decrease in development activity as compared to the same period in [removed: 2022.][added: 2023.]

These increases in interest expense were partially offset by regular principal payments and various debts that matured or were paid off, primarily due to the pay [removed: down] [added: off] of the $300.0 million of senior unsecured notes due May 1, 2023 and [removed: decreased borrowing on the Company's unsecured lines] [added: $400.0 million] of [removed: credit] [added: senior unsecured notes due May 1, 2024] during and after [removed: 2022,] [added: 2023,] which resulted in a decrease in interest expense of [removed: $9.6] [added: $14.3] million for [removed: 2023.][added: 2024.]

The communities previously held in the BEXAEW, BEX II, Patina at Midtown, and Century

Towers co-investments, which were consolidated in 2024, are excluded from the table as December 31, 2023 but included in the table as of December 31, 2024.

In the second half of 2024, the U.S. Federal Reserve lowered the federal funds rate in conjunction with the softening of U.S. inflation and short term market interest rates have declined.

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | | | | |

| Southern California | | | | | | 21,573 | | | | | | $ | 697,394 | | | | | $ | 670,475 | | | | | $ | 26,919 | | | | | 4.0 | | % |

| Northern California | | | | | | 18,273 | | | | | | 648,843 | | | | | | 632,440 | | | | | | 16,403 | | | | | | 2.6 | | % |

| Seattle Metro | | | | | | 10,341 | | | | | | 290,294 | | | | | | 282,092 | | | | | | 8,202 | | | | | | 2.9 | | % |

| Total 2024 Same-Property Revenues | | | | | | 50,187 | | | | | | 1,636,531 | | | | | | 1,585,007 | | | | | | 51,524 | | | | | | 3.3 | | % |

| 2024 Non-Same Property Revenues | | | | | | | | | | | | 127,654 | | | | | | 73,257 | | | | | | 54,397 | | | | | | 74.3 | | % |

| Total Property Revenues | | | | | | | | | | | | $ | 1,764,185 | | | | | $ | 1,658,264 | | | | | $ | 105,921 | | | | | 6.4 | | % |

*2024 Same-Property Revenues* increased by $51.5 million or 3.3%.

The increase was primarily attributable to increases of 1.9% in average rental rates from $2,605 for 2023 to $2,655 for 2024, 0.8% in other property income, and 0.9% from a decrease in delinquencies, partially offset by a decrease of 0.4% in occupancy.

*2024 Non-Same Property Revenues* increased by $54.4 million or 74.3% to $127.7 million in 2024 compared to $73.3 million in 2023.

The increase was primarily due to acquisitions of Hacienda at Camarillo Oaks in 2023, as well as the acquisitions of ARLO Mountain View, Maxwell Sunnyvale, and Beaumont, and the acquisition of the Company’s joint venture partner’s interests in the BEXAEW and BEX II portfolios, Patina at Midtown, and Century Towers in 2024.

The increases were partially offset by the sale of Hillsdale Garden in 2024.

2024 Same-Property operating expenses, excluding real estate taxes, increased by $19.5 million or 6.7% to $308.8 million in 2024 compared to $289.3 million in 2023, primarily due to increases of $7.5 million in utilities expenses, $6.9 million in insurance and other expenses, $4.5 million in personnel costs, and $1.3 million in administrative expenses, offset by a decrease of $0.7 million in maintenance and repairs expenses.

*Real estate taxes* increased by $7.6 million or 4.1% to $193.4 million in 2024 compared to $185.8 million in 2023, primarily due to increases in tax rates in California and the Seattle Metro region and due to the purchase of Hacienda at Camarillo Oaks in 2023 and acquisitions in 2024.

2024 Same-Property real estate taxes increased by $3.4 million or 1.9% to $179.8 million in 2024 compared to $176.4 million in 2023 primarily due to increases in tax rates in California and

the Seattle Metro region.

*Depreciation and amortization expense* increased by $31.8 million or 5.8% to $580.2 million in 2024 compared to $548.4 million in 2023, primarily due to acquisitions in 2023 and 2024.

These increases were offset by the sale of CBC and The Sweeps in 2023 and Hillsdale Garden in 2024.

*Interest expense* increased by $22.6 million or 10.6% to $235.5 million in 2024 compared to $212.9 million in 2023*,* primarily due to the issuance of $550.0 million senior unsecured notes in 2024 which resulted in an increase in interest expense of $20.1 million.

These increases were offset by a decrease of $6.5 million in income from preferred equity investments, including income from early redemption of preferred equity investments.

*Gain on remeasurement of co-investments* of $210.6 million resulted from the Company's acquisition of its joint venture partner's interests in the BEXAEW and BEX II portfolios, Patina at Midtown and Century Towers.

meet all of its anticipated cash needs during 2025.

As of December 31, 2024, Moody’s Investor Service and Standard and Poor’s (“S&P”) credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

A total of $220.8 million of variable rate debt is tax-exempt demand notes which are subject to total return swaps and $95.0 million of variable rate mortgage notes payable has an interest rate swap that effectively converts $47.5 million to an all-in fixed rate of 2.83%.

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

In August 2024, the Company entered into the 2024 ATM Program.

| | | | | | | | | | | | | $ | 171,000 | | | | | $ | 69,465 | |

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

The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance for operating properties including the net operating income for the most recent

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |

| FFO per share-diluted | | | | | | $ | 15.99 | | | | | $ | 15.24 | | | | | $ | 13.70 | |

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

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

| Core FFO per share-diluted | | | | | | $ | 15.60 | | | | | $ | 15.03 | | | | | $ | 14.51 | |

For the year ended December 31, 2024, the amount includes $32.4 million of gain on sale attributable to noncontrolling interest.

(4)Includes political advocacy costs of $33.3 million, $4.1 million, and $1.9 million for the years ended December 31, 2024, 2023 and 2022 respectively.

The estimated remaining project costs are approximately $12.0 million, $6.5 million of which represents the Company's share of the estimated remaining costs, for total estimated project costs of $126.0 million.

As of December 31, 2023, the Company also had an ownership interest in three operating commercial buildings (totaling approximately 283,000 square feet).

In 2024, the Company projects new residential supply of 10,500 apartment homes and single family homes, which represents 0.4% of the total housing stock.

In 2024, the Company projects new residential supply of 11,700 apartment homes and single family homes, which represents 0.9% of the total housing stock.

In total, the Company projects an increase in 2024 Same-Property revenues of between 0.7% to 2.7%.

Same-Property operating expenses are projected to increase in 2024 by 3.5% to 5.0%.

| | | | As of | | | | | | | | | | | | As of | | | | | | | | |

The Company is emerging from restrictions resulting from the COVID-19 pandemic and continues to comply with the stated intent of local, county, state and federal laws, some of which limit rent increases during times of emergency and impair the ability to collect unpaid rent during certain timeframes and in various regions in which our communities are located, impacting the Company and its properties.

In response, market interest rates have increased significantly during this time.

Primarily as a result of the impact of the COVID-19 pandemic, the Company's cash delinquencies as a percentage of scheduled rental income for the Company’s stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the years ended December 31, 2023 and 2022) have generally remained higher than the pre-pandemic historical average of 0.35% since the second quarter of 2020.

Cash delinquencies were elevated at 1.3% for 2022 and further increased to 1.9% in 2023.

The lower cash delinquencies in 2022 was due to $34.5 million of Emergency Rental Assistance payments compared to $2.6 million received during 2023, however current tenant delinquencies remained well above pre-pandemic levels.

The Company continues to work with residents to collect such cash delinquencies.

As of December 31, 2023, the delinquencies have not had a material adverse impact to the Company's liquidity position.

The Company’s average financial occupancy for the Company’s stabilized apartment communities or "2023 Same-Property" (stabilized properties consolidated by the Company for the years ended December 31, 2023 and 2022) increased 30 basis points to 96.4% in 2023 from 96.1% in 2022.

| Property Revenues ($ in thousands) | | | | | | Homes | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | Change | | |

| Southern California | | | | | | 21,352 | | | | | | $ | 666,062 | | | | | $ | 634,996 | | | | | $ | 31,066 | | | | | 4.9 | | % |

| Northern California | | | | | | 18,371 | | | | | | 633,736 | | | | | | 609,261 | | | | | | 24,475 | | | | | | 4.0 | | % |

| Seattle Metro | | | | | | 10,341 | | | | | | 282,092 | | | | | | 271,248 | | | | | | 10,844 | | | | | | 4.0 | | % |

| Total 2023 Same-Property Revenues | | | | | | 50,064 | | | | | | 1,581,890 | | | | | | 1,515,505 | | | | | | 66,385 | | | | | | 4.4 | | % |

| 2023 Non-Same Property Revenues | | | | | | | | | | | | 76,374 | | | | | | 80,170 | | | | | | (3,796) | | | | | | (4.7) | | % |

| Total Property Revenues | | | | | | | | | | | | $ | 1,658,264 | | | | | $ | 1,595,675 | | | | | $ | 62,589 | | | | | 3.9 | | % |

*2023 Same-Property Revenues* increased by $66.4 million or 4.4% to $1.6 billion for 2023 compared to $1.5 billion in 2022.

The increase was primarily attributable to an increase of 4.5% in average rental rates from $2,493 for 2022 to $2,604 for 2023.

*2023 Non-Same Property Revenues* decreased by $3.8 million or 4.7% to $76.4 million in 2023 compared to $80.2 million in 2022.

The decrease was primarily due to the sales of Anavia in 2022 and of CBC and The Sweeps in 2023, partially offset by the acquisitions of Regency Palm Court and Windsor Court in 2022, the acquisition of Hacienda at Camarillo Oaks in 2023, and an increase in average rental rates.

2023 Same-Property operating expenses, excluding real estate taxes, increased by $18.0 million or 6.6% to $292.0 million in 2023 compared to $274.0 million in 2022, primarily due to increases of $5.7 million in utilities expenses, $5.1 million in maintenance

and repairs expenses, $4.1 million in insurance and other expenses, $2.7 million in personnel costs, and $0.5 million in administrative expenses.

*Real estate taxes* increased by $1.9 million or 1.0% to $185.8 million in 2023 compared to $183.9 million in 2022, primarily due to an increase of approximately 2% in California real estate taxes, partially offset by a decrease from 2022 in real estate taxes in the Seattle metro region.

2023 Same-Property real estate taxes increased by $2.1 million or 1.3% to $171.3 million in 2023 compared to $169.2 million in 2022 primarily due to an increase of approximately 2% in California real estate taxes, partially offset by a decrease from 2022 in real estate taxes in the Seattle metro region.

*Depreciation and amortization expense* increased by $9.1 million or 1.7% to $548.4 million in 2023 compared to $539.3 million in 2022, primarily due to an increase in depreciation expense from the completion of Station Park Green (Phase IV) development property in 2022, the acquisition of the Company's joint venture partner's 49.8% interest in Essex JV LLC co-investment that owned Regency Palm Court and Windsor Court, in 2022, and the acquisition of Hacienda at Camarillo Oaks in 2023.

The increase was partially offset by the sale of Anavia in 2022 and CBC and The Sweeps in 2023.

The Company is carefully monitoring and managing its cash position in light of ongoing conditions and levels of operations.

The tax-exempt variable rate demand notes have maturity dates ranging from 2027 to 2046.

$222.7 million is subject to total return swaps.

As of December 31, 2023 and 2022, the swap contracts were presented in the consolidated balance sheets as an asset of $4.3 million and $5.6 million, respectively, and were included in prepaid expenses and other assets on the consolidated balance sheets.

In September 2021, the Company entered into the 2021 ATM Program, a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million.

For the year ended December 31, 2021, the Company did not issue any shares of its common stock through the 2021 ATM Program or through the 2018 ATM Program.

As of December 31, 2023, the Company's development pipeline was comprised of one unconsolidated joint venture project under development aggregating 264 apartment homes and various predevelopment projects, with total incurred costs of $114.0 million.

Estimated remaining project costs are approximately $12.0 million, $6.5 million of which represents the Company's share of the estimated remaining costs, for total estimated project costs of $126.0 million.

As of December 31, [removed: 2023,] [added: 2024,] the Company had [removed: one] [added: two] interest rate swap [removed: contract] [added: contracts] to mitigate the risk of changes in the interest-related cash outflows on [added: the Company’s] $300.0 million [removed: of the] unsecured term [removed: loan.][added: loan and $47.5 million of variable rate mortgage notes payable.]

The Company’s interest rate swap was designated as a cash flow hedge as of December 31, [removed: 2023.][added: 2024.]

The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of December 31, [removed: 2023.][added: 2024.]

The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, [removed: 2023.][added: 2024 ($ in thousands).]

| | | | Notional Amount | | | | | | [removed: Maturity Date Range] [added: Maturity Date] | | | | | | Carrying and Estimated Fair Value | | | | | | Estimated Carrying Value | | | | | | | | |

| [removed: ($ in thousands)] | | | | | | | | | | | | Basis Points | | | | | | Basis Points | | | | | | | | | | | |

Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of [removed: $222.7] [added: $220.8] million that effectively convert [removed: $222.7] [added: $220.8] million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and have a carrying value of zero [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]

Management has estimated the fair value of the Company’s [removed: $5.7] [added: $5.9] billion of fixed rate debt [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] to be [removed: $5.3] [added: $5.5] billion.

[removed: Management has estimated the fair value of the Company’s $522.7 million of variable rate debt at December 31, 2023, to be $519.0 million] based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace.

| [removed: ($ in thousands, except for interest rates)] | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | [added: | | |] Total | | | | | | Fair value | | |

| Fixed rate debt | | | $ | [removed: 402,177] [added: 643,035] | | | | | $ | [removed: 632,035] [added: 548,291] | | | | | $ | [removed: 548,291] [added: 419,558] | | | | | $ | [removed: 419,558] [added: 517,000] | | | | | $ | [removed: 517,000] [added: 500,000] | | | | | $ | [removed: 3,198,000] [added: 3,248,000] | | [added: | | |] $ | [removed: 5,717,061] [added: 5,875,884] | | | | | $ | [removed: 5,299,805] [added: 5,489,008] | |

| Average interest rate | | | [removed: 4.0] [added: 3.5] | | % | | | | 3.5 | | % | | | | [removed: 3.5] [added: 3.8] | | % | | | | [removed: 3.8] [added: 2.2] | | % | | | | [removed: 2.2] [added: 4.1] | | % | | | | [removed: 3.3] [added: 3.5] | | % | | | | | | | | | | [added: | | |]

| Average interest rate | | | [removed: 4.7] [added: 4.2] | | % | | | | [removed: 4.7] [added: 4.9] | | % | | | | [removed: 4.7] [added: 4.1] | | % | | | | 4.2 | | % | | | | [removed: 4.7] [added: 5.7] | | % | | | | [removed: 4.6] [added: 4.2] | | % | | | | | | | | | | [added: | | |]

[removed: (1)$222.7] [added: (1)$220.8] million of variable rate debt is tax exempt to the note holders.

The table incorporates only those exposures that exist as of December 31, [removed: 2023.][added: 2024.]

| Interest rate swaps | | | $ | 347,500 | | | | | 2026 | | | | | | $ | 5,467 | | | | | $ | 8,185 | | | | | $ | 2,732 | |

| Total cash flow hedges | | | $ | 347,500 | | | | | 2026 | | | | | | $ | 5,467 | | | | | $ | 8,185 | | | | | $ | 2.732 | |

Management has estimated the fair value of the Company’s $754.7 million of variable rate debt as of December 31, 2024, to be $749.4 million

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

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable rate debt (1) | | | $ | 1,019 | | | | | $ | 159,059 | | | | | $ | 384,397 | | | | | $ | 1,332 | | | | | $ | 76,456 | | | | | $ | 132,481 | | | | | $ | 754,744 | | | | | $ | 749,386 | |

As of December 31, 2023, the Company also had $222.7 million of secured variable rate indebtedness.

| Interest rate swaps | | | $ | 300,000 | | | | | 2026 | | | | | | $ | 4,274 | | | | | $ | 7,961 | | | | | $ | 502 | |

| Total cash flow hedges | | | $ | 300,000 | | | | | 2026 | | | | | | $ | 4,274 | | | | | $ | 7,961 | | | | | $ | 502 | |

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

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

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable rate debt (1) | | | $ | 932 | | | | | $ | 1,019 | | | | | $ | 1,114 | | | | | $ | 384,397 | | | | | $ | 1,332 | | | | | $ | 133,937 | | $ | 522,731 | | | | | $ | 519,003 | |

Essex is the sole general partner of the Operating Partnership and as of December 31, [removed: 2023,] [added: 2024,] had an approximately [removed: 96.6%] [added: 96.5%] general partner interest in the Operating Partnership.

In this report, the terms [removed: the "Company," "we," "us,"] [added: “Company,” “we,” “us,”] and [removed: "our"] [added: “our”] also refer to Essex Property Trust, Inc., the Operating Partnership and those entities/subsidiaries owned or controlled by Essex and/or the Operating Partnership.

Essex has elected to be treated as a REIT for federal income tax [removed: purposes,] [added: purposes] commencing with the year ended December 31, 1994.

As of December 31, [removed: 2023,] [added: 2024,] the Company owned or had ownership interests in [removed: 252] [added: 255] operating apartment communities, aggregating [removed: 61,997] [added: 62,157] apartment homes, excluding the [removed: Company's] [added: Company’s] ownership in preferred equity co-investments, loan investments, [removed: three] [added: two] operating commercial buildings, and a development pipeline comprised of [removed: one unconsolidated joint venture project and] various predevelopment projects [removed: aggregating 264 apartment homes] (collectively, the [removed: "Portfolio").][added: “Portfolio”).]

The Company’s website address is [removed: http://www.essex.com.][added: https://www.essex.com.]

These plans include benchmarks for future financial performance based on collaborative discussions between [removed: on-site managers, the] [added: property] operations [removed: leadership team,] [added: teams] and [added: the] senior [removed: management.][added: leadership team.]

The table below summarizes acquisition activity for the year ended December 31, [removed: 2023] [added: 2024] ($ in millions):

| Property Name | | | | | | Location | | | | | | Apartment Homes | | | | | | Essex Ownership Percentage | | | | | | [removed: Ownership | | | | | | Quarter in 2023 | | |] [added: Contract Price at Pro Rata Share] | | | [removed: Purchase Price] | | |

Dispositions of Real [removed: Estate][added: Estate Interests]

The table below summarizes disposition activity for the year ended December 31, [removed: 2023] [added: 2024] ($ in millions):

| Property Name [removed: (1)] | | | | | | Location | | | | | | Apartment Homes | | | | | | [removed: Ownership | | | | | | Quarter in 2023 | | | | | | Sales Price] [added: Sale Price at Pro Rata Share] | | | | | |

As of December 31, [removed: 2023,] [added: 2024,] the [removed: Company's] [added: Company’s] development pipeline was comprised of [removed: one unconsolidated joint venture project under development aggregating 264 apartment homes and] various [added: consolidated] predevelopment [removed: projects,] [added: projects] with total incurred costs of [removed: $114.0] [added: $52.7] million.

During [removed: 2023,] [added: 2024,] the Company made regularly scheduled principal payments of [removed: $2.9] [added: $3.1] million to its secured mortgage notes payable at an average interest rate of [removed: 3.7%.][added: 3.5%.]

As of December 31, [removed: 2023,] [added: 2024,] Moody’s Investor Service and Standard and [removed: Poor's ("S&P")] [added: Poor’s (“S&P”)] credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] the Company had two unsecured lines of credit aggregating [removed: $1.24] [added: $1.28] billion.

The [removed: Company's] [added: Company’s] $1.2 billion credit facility had an interest rate of Adjusted Secured Overnight Financing Rate [removed: ("Adjusted SOFR")] [added: (“Adjusted SOFR”)] plus [removed: 0.75%] [added: 0.765%] which is based on a tiered rate structure tied to the [removed: Company's] [added: Company’s] credit ratings, adjusted for the [removed: Company's] [added: facility’s] sustainability metric [removed: grid,] [added: adjustment feature,] and a scheduled maturity date of January [removed: 2027] [added: 2029] with two six-month extensions, exercisable at the [removed: Company's] [added: Company’s] option.

The [removed: Company's $35.0] [added: Company’s $75.0] million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus [removed: 0.75%,] [added: 0.765%,] which is based on a tiered rate structure tied to the [removed: Company's] [added: Company’s] credit ratings, adjusted for the [removed: Company's] [added: facility’s] sustainability metric [removed: grid, and a scheduled maturity date of July 2024.][added: adjustment feature.]

During the year ended December 31, [removed: 2023,] [added: 2024,] the Company did not issue any shares of common stock [removed: through its equity distribution agreement entered into in September] [added: under the 2024 ATM Program or the] 2021 [removed: (the "2021] ATM [removed: Program").][added: Program.]

As of December 31, [removed: 2023,] [added: 2024,] there were no outstanding forward sale agreements, and $900.0 million of shares [removed: remain] [added: remained] available to be sold under the [removed: 2021] [added: 2024] ATM Program.

In September 2022, the [removed: Company's] [added: Company’s] Board of Directors approved a [removed: new] stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million.

As of December 31, [removed: 2023,] [added: 2024,] the Company had $302.7 million of purchase authority remaining under [removed: its $500.0 million] [added: the] stock repurchase plan.

The Company has also made, and may continue in the future to make, preferred equity investments in various multifamily [added: stabilized communities or] development projects.

As of December 31, [removed: 2023,] [added: 2024,] the Company had [removed: 1,750] [added: 1,715] employees, 99.8% of whom were full-time employees.

A total of [removed: 1,321] [added: 1,293] employees worked on-site at our operating communities and [removed: 429] [added: 422] worked in our corporate offices.

The [removed: Company's] [added: Company’s] mission is to create quality communities in premier locations and it is critical to the [removed: Company's] [added: Company’s] mission that it attracts, trains and retains a talented and diverse team by providing a [removed: better] [added: compelling] place to work and [removed: significant] opportunities for professional growth.

The Company believes it has [added: a broad perspective that better serves both the communities it operates in and the associates it employs due to fostering] one of the most [added: talented and] diverse workforces among its peers in the real estate [removed: industry in part due to its robust and integrated diversity, equity, and inclusion strategy, which allows the Company to broaden its perspective and better serve both the communities it operates in and the associates it employs.][added: industry.]

The Company [added: also] supports [removed: the] employee-led [removed: affinity groups, including Women at Essex and the LGBTQ+ focused Rainbow Alliance,] [added: resource groups] which [added: are open to all employees and intended to] foster a sense of community and inclusion for [removed: a diverse mix of] associates at the Company [removed: through discussions and activities] that are intended to engage, educate, enable, and empower the [removed: Company's] [added: Company’s] employees.

The Company currently offers training courses to its associates via Workday Learning, and its associates spent [removed: 22,373] [added: 13,122] hours learning in [removed: 2023.][added: 2024.]

To identify, retain and reward top performers, the Company engages in meaningful internal succession planning and offers a tenure program, excellence awards, and a [removed: spot] bonus recognition program to reward associates for good teamwork, good ideas, and good service.

[removed: 37%] [added: 38%] of the Company’s associates have approached or surpassed the Company’s average tenure of [removed: 6.35] [added: 6.57] years, with [removed: 21%] [added: 22%] reaching beyond 10 years of service.

*Employee [added: Safety,] Health, [removed: Safety] and Wellness*

The [removed: Company has] [added: Company’s] safety policies [removed: in place that] align with its health and [removed: safety] [added: wellness] goals and seeks to proactively prevent workplace accidents and protect the [removed: health] [added: health, wellness] and safety of the [removed: Company's] [added: Company’s] associates through training and analysis of incident reports.

Additionally, the Company offers retirement support, associate discount programs, a mental health [removed: program, which] [added: program (which] includes counseling and coaching sessions for mental well-being support at no [removed: cost, and] [added: cost),] refresh days for our operations teams, and health benefit credits for participation in wellness programs.

Alongside competitive pay, the Company is committed to pay [removed: equity and] parity, and conducts a pay [removed: equity] analysis on an annual basis which includes the development and use of a robust, multiple regression analysis model to confirm the Company’s continued achievement of gender pay parity.

Additionally, the Company’s “Essex Cares” program provides direct aid to the Company’s residents, associates, and local [removed: communities, including those who have experienced financial hardships.][added: communities.]

In order to engage and promote communication with our associates and solicit meaningful feedback on our efforts to create a positive work environment, the Company issues engagement surveys to all associates to measure 10 key drivers of employee engagement including goal setting, organizational fit, [removed: DEI,] well-being, freedom of opinion, meaningful work, management support and recognition, among others.

Engagement surveys are split into three phases: new hire surveys, Company-wide [removed: bi-annual] [added: annual] surveys, and exit surveys.

[removed: 85%] [added: 90%] of Company employees participated in the surveys in [removed: 2023.][added: 2024.]

The Company’s overall engagement score on the surveys was [removed: 8.0] [added: 8] out of 10.

Goal setting, [removed: meaningful work, management support, DEI,] [added: Performance,] and [removed: social well-being] [added: Alignment] were recognized as the top [removed: 5] [added: three] areas of strength for the organization.

A domestic taxable REIT subsidiary is subject to federal income tax as a regular C Corporation.

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

| Maxwell Sunnyvale | | | | | | CA | | | | | | 75 | | | | | | 100% | | | | | | 46.6 | | | (2) | | |

| ARLO Mountain View | | | | | | CA | | | | | | 164 | | | | | | 100% | | | | | | 101.1 | | | | | |

| Patina at Midtown | | | | | | CA | | | | | | 269 | | | | | | 100% | | | | | | 58.4 | | | (3) | | |

| Century Towers | | | | | | CA | | | | | | 376 | | | | | | 100% | | | | | | 86.8 | | | (4) | | |

| BEX II Portfolio | | | | | | CA | | | | | | 871 | | | | | | 100% | | | | | | 168.4 | | | (5) | | |

| Beaumont | | | | | | WA | | | | | | 344 | | | | | | 100% | | | | | | 136.1 | | | | | |

| Total acquisitions | | | | | | | | | | | | 3,579 | | | | | | | | | | | | $ | 849.4 | | | | |

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

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

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

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

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

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

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| Hillsdale Garden | | | | | | CA | | | | | | 697 | | | | | | $ | 205.7 | | (1) | | |

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

| Total dispositions | | | | | | | | | | | | 697 | | | | | | $ | 205.7 | | | | |

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

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

The 2034 Notes were offered to investors at a price of 99.752% of the principal amount.

The 2034 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

The Company used the net proceeds of this offering to repay debt maturities, including to fund a portion of the repayment of its outstanding 3.875% senior unsecured notes due May 2024 and for other general corporate and working capital purposes.

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

These additional notes have substantially identical terms of the 2034 Notes issued in March 2024.

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

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

In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the “2024 ATM Program”).

In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements.

The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date.

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

During the year ended December 31, 2024, the Company did not repurchase any shares.

The Company’s employee statistics for 2024 include the following data as of December 31, 2024: the Company’s workforce was comprised of 6 self-identified ethnically diverse groups, making up 71% of our population, 52% of the Company’s managerial employees, and included 29% of its senior executives; there were 204 women in positions of manager or higher, equating to 59% of managerial positions in the Company; the Company’s workforce self-identified as 41% female and 58% male (1% chose not to disclose their gender); and, 55% of the Company’s corporate associates self-identified as female.

*Workplace Culture*

Safety is a top priority.

The Company deeply cares about the wellbeing of its associates and residents.

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| Hacienda at Camarillo Oaks | | | | | | Camarillo, CA | | | | | | 73 | | | | | | 100 | | % | | | | EPLP | | | | | | Q2 | | | | | | $ | 23.1 | |

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

| Total 2023 | | | | | | | | | | | | 73 | | | | | | | | | | | | | | | | | | | | | | | | $ | 23.1 | |

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| CBC and The Sweeps | | | | | | Goleta, CA | | | | | | 239 | | | | | | EPLP | | | | | | Q1 | | | | | | $ | 91.7 | | (2) | | |

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

| Total 2023 | | | | | | | | | | | | 239 | | | | | | | | | | | | | | | | | | $ | 91.7 | | | | |

(1) In March 2023, the Company sold a land parcel located in Moorpark, CA, that had been held for future development, for $8.7 million and recognized a gain on sale of $4.7 million.

(2) The Company recognized a $54.5 million gain on sale.

The estimated remaining project costs are approximately $12.0 million, of which $6.5 million represents the Company's share of estimated remaining costs, for total estimated project costs of $126.0 million.

As of December 31, 2023, the Company had various consolidated predevelopment projects.

The following table sets forth information regarding the Company’s development pipeline ($ in millions):

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| | | | | | | | | | | | | | | | | | | | | | | | | As of | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2023 | | | | | | | | |

| | | | | | | | | | | | | Essex | | | | | | Estimated | | | | | | Incurred | | | | | | Estimated | | |

| Development Pipeline | | | | | | Location | | | | | | Ownership% | | | | | | Apartment Homes | | | | | | Project Cost (1) | | | | | | Project Cost(1) | | |

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

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

| Development Projects - Joint Venture | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| LIVIA at Scripps Ranch (2) | | | | | | San Diego, CA | | | | | | 51% | | | | | | 264 | | | | | | $ | 90 | | | | | $ | 102 | |

| Total Development Projects - Joint Venture | | | | | | | | | | | | | | | | | | 264 | | | | | | 90 | | | | | | 102 | | |

| Predevelopment Projects - Consolidated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Projects | | | | | | Various | | | | | | 100% | | | | | | — | | | | | | 24 | | | | | | 24 | | |

| Total - Consolidated Predevelopment Projects | | | | | | | | | | | | | | | | | | — | | | | | | 24 | | | | | | 24 | | |

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

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

| Grand Total - Development and Predevelopment Pipeline | | | | | | | | | | | | | | | | | | 264 | | | | | | $ | 114 | | | | | $ | 126 | |

(1)Includes costs related to the entire project, including both the Company's and joint venture partners' costs.

Includes incurred costs and estimated costs to complete these development projects.

For predevelopment projects, only incurred costs are included in estimated costs.

(2)Incurred project cost and estimated project cost are net of a projected value for low income housing tax credit proceeds and the value of the tax-exempt bond structure.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June [removed: 30, 2023,] [added: 28, 2024,] the [added: last business day of the registrant’s most recently completed second fiscal quarter, the] aggregate market value of the voting stock held by non-affiliates of Essex Property Trust, Inc. was [removed: $14,926,731,683.][added: approximately $17.4 billion.]

The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on [removed: the last trading day preceding] such date.

As of February [removed: 21, 2024, 64,203,497] [added: 19, 2025, 64,325,080] shares of common stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding.

Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission (the [removed: "SEC")] [added: “SEC”)] pursuant to Regulation 14A in connection with the [removed: 2024] [added: 2025] annual meeting of stockholders of Essex Property Trust, Inc. are incorporated by reference in Part III of this Annual Report on Form 10-K.

Such Proxy Statement will be filed with the SEC within 120 days of December 31, [removed: 2023.][added: 2024.]

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a Delaware limited partnership of which Essex Property Trust, Inc. is the sole general partner.

As of December 31, [removed: 2023,] [added: 2024,] Essex owned approximately [removed: 96.6%] [added: 96.5%] of the ownership interest in the Operating Partnership with the remaining [removed: 3.4%] [added: 3.5%] interest owned by limited partners.

Contributions of properties to the [removed: Company] [added: Operating Partnership] can be structured as tax-deferred transactions through the issuance of OP Units, which is one of the reasons why the Company is structured in the manner outlined above.

Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Essex and the Operating Partnership in order to establish that the requisite certifications have been made and that Essex and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of [removed: 1934] [added: 1934, as amended] (the [removed: "Exchange Act")] [added: “Exchange Act”)] and 18 U.S.C. §1350.

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#i119c2a136bff4fbda6afe58370b5ef66_16)] [added: [Business](#idadfa9b68d624f77a785b532012bae71_16)] | | | [removed: [2](#i119c2a136bff4fbda6afe58370b5ef66_16)] [added: [2](#idadfa9b68d624f77a785b532012bae71_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i119c2a136bff4fbda6afe58370b5ef66_19)] [added: Factors](#idadfa9b68d624f77a785b532012bae71_19)] | | | [removed: [10](#i119c2a136bff4fbda6afe58370b5ef66_19)] [added: [9](#idadfa9b68d624f77a785b532012bae71_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i119c2a136bff4fbda6afe58370b5ef66_22)] [added: Comments](#idadfa9b68d624f77a785b532012bae71_22)] | | | [removed: [24](#i119c2a136bff4fbda6afe58370b5ef66_22)] [added: [23](#idadfa9b68d624f77a785b532012bae71_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i119c2a136bff4fbda6afe58370b5ef66_2012)] [added: [Cybersecurity](#idadfa9b68d624f77a785b532012bae71_25)] | | | [removed: [24](#i119c2a136bff4fbda6afe58370b5ef66_2012)] [added: [23](#idadfa9b68d624f77a785b532012bae71_25)] | | |

| Item 2. | | | [removed: [Properties](#i119c2a136bff4fbda6afe58370b5ef66_25)] [added: [Properties](#idadfa9b68d624f77a785b532012bae71_28)] | | | [removed: [25](#i119c2a136bff4fbda6afe58370b5ef66_25)] [added: [25](#idadfa9b68d624f77a785b532012bae71_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i119c2a136bff4fbda6afe58370b5ef66_28)] [added: Proceedings](#idadfa9b68d624f77a785b532012bae71_31)] | | | [removed: [32](#i119c2a136bff4fbda6afe58370b5ef66_28)] [added: [32](#idadfa9b68d624f77a785b532012bae71_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i119c2a136bff4fbda6afe58370b5ef66_31)] [added: Disclosures](#idadfa9b68d624f77a785b532012bae71_34)] | | | [removed: [32](#i119c2a136bff4fbda6afe58370b5ef66_31)] [added: [32](#idadfa9b68d624f77a785b532012bae71_34)] | | |

| Item 5. | | | [Market for [removed: Registrant's] [added: Registrant](#idadfa9b68d624f77a785b532012bae71_40)[’](#idadfa9b68d624f77a785b532012bae71_40)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i119c2a136bff4fbda6afe58370b5ef66_37)] [added: Securities](#idadfa9b68d624f77a785b532012bae71_40)] | | | [removed: [33](#i119c2a136bff4fbda6afe58370b5ef66_37)] [added: [33](#idadfa9b68d624f77a785b532012bae71_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i119c2a136bff4fbda6afe58370b5ef66_40)] [added: [\[Reserved\]](#idadfa9b68d624f77a785b532012bae71_43)] | | | [removed: [36](#i119c2a136bff4fbda6afe58370b5ef66_40)] [added: [37](#idadfa9b68d624f77a785b532012bae71_43)] | | |

| Item 7. | | | [removed: [Management's] [added: [Management](#idadfa9b68d624f77a785b532012bae71_46)[’](#idadfa9b68d624f77a785b532012bae71_46)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i119c2a136bff4fbda6afe58370b5ef66_43)] [added: Operations](#idadfa9b68d624f77a785b532012bae71_46)] | | | [removed: [37](#i119c2a136bff4fbda6afe58370b5ef66_43)] [added: [38](#idadfa9b68d624f77a785b532012bae71_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risks](#i119c2a136bff4fbda6afe58370b5ef66_55)] [added: Risks](#idadfa9b68d624f77a785b532012bae71_58)] | | | [removed: [48](#i119c2a136bff4fbda6afe58370b5ef66_55)] [added: [49](#idadfa9b68d624f77a785b532012bae71_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i119c2a136bff4fbda6afe58370b5ef66_58)] [added: Data](#idadfa9b68d624f77a785b532012bae71_61)] | | | [removed: [49](#i119c2a136bff4fbda6afe58370b5ef66_58)] [added: [50](#idadfa9b68d624f77a785b532012bae71_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i119c2a136bff4fbda6afe58370b5ef66_61)] [added: Disclosure](#idadfa9b68d624f77a785b532012bae71_64)] | | | [removed: [49](#i119c2a136bff4fbda6afe58370b5ef66_61)] [added: [50](#idadfa9b68d624f77a785b532012bae71_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i119c2a136bff4fbda6afe58370b5ef66_64)] [added: Procedures](#idadfa9b68d624f77a785b532012bae71_67)] | | | [removed: [49](#i119c2a136bff4fbda6afe58370b5ef66_64)] [added: [50](#idadfa9b68d624f77a785b532012bae71_67)] | | |

| Item 9B. | | | [Other [removed: Information](#i119c2a136bff4fbda6afe58370b5ef66_67)] [added: Information](#idadfa9b68d624f77a785b532012bae71_70)] | | | [removed: [50](#i119c2a136bff4fbda6afe58370b5ef66_67)] [added: [51](#idadfa9b68d624f77a785b532012bae71_70)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i119c2a136bff4fbda6afe58370b5ef66_70)] [added: Inspections](#idadfa9b68d624f77a785b532012bae71_73)] | | | [removed: [51](#i119c2a136bff4fbda6afe58370b5ef66_70)] [added: [51](#idadfa9b68d624f77a785b532012bae71_73)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i119c2a136bff4fbda6afe58370b5ef66_76)] [added: Governance](#idadfa9b68d624f77a785b532012bae71_79)] | | | [removed: [52](#i119c2a136bff4fbda6afe58370b5ef66_76)] [added: [52](#idadfa9b68d624f77a785b532012bae71_79)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i119c2a136bff4fbda6afe58370b5ef66_79)] [added: Compensation](#idadfa9b68d624f77a785b532012bae71_82)] | | | [removed: [52](#i119c2a136bff4fbda6afe58370b5ef66_79)] [added: [52](#idadfa9b68d624f77a785b532012bae71_82)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i119c2a136bff4fbda6afe58370b5ef66_82)] [added: Matters](#idadfa9b68d624f77a785b532012bae71_85)] | | | [removed: [52](#i119c2a136bff4fbda6afe58370b5ef66_82)] [added: [52](#idadfa9b68d624f77a785b532012bae71_85)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i119c2a136bff4fbda6afe58370b5ef66_85)] [added: Independence](#idadfa9b68d624f77a785b532012bae71_88)] | | | [removed: [52](#i119c2a136bff4fbda6afe58370b5ef66_85)] [added: [52](#idadfa9b68d624f77a785b532012bae71_88)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i119c2a136bff4fbda6afe58370b5ef66_88)] [added: Services](#idadfa9b68d624f77a785b532012bae71_91)] | | | [removed: [52](#i119c2a136bff4fbda6afe58370b5ef66_88)] [added: [52](#idadfa9b68d624f77a785b532012bae71_91)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i119c2a136bff4fbda6afe58370b5ef66_94)] [added: Schedules](#idadfa9b68d624f77a785b532012bae71_97)] | | | [removed: [53](#i119c2a136bff4fbda6afe58370b5ef66_94)] [added: [53](#idadfa9b68d624f77a785b532012bae71_97)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i119c2a136bff4fbda6afe58370b5ef66_94)] [added: Summary](#idadfa9b68d624f77a785b532012bae71_97)] | | | [removed: [53](#i119c2a136bff4fbda6afe58370b5ef66_94)] [added: [53](#idadfa9b68d624f77a785b532012bae71_97)] | | |

[removed: -] This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended] [added: amended,] (the [removed: "Securities Act")] [added: “Securities Act”)] and Section 21E of the Exchange Act.

This determination of affiliate status is not necessarily a conclusive determination for other purposes.

| [Signatures](#idadfa9b68d624f77a785b532012bae71_211) | | | | | | [S-](#idadfa9b68d624f77a785b532012bae71_211)[1](#idadfa9b68d624f77a785b532012bae71_211) | | |

Shares of common stock held by executive officers, directors and holders of more than ten percent of the outstanding common stock have been excluded from this calculation because such persons may be deemed to be affiliates.

This exclusion does not reflect a determination that such persons are affiliates for any other purposes.

| [Signatures](#i119c2a136bff4fbda6afe58370b5ef66_208) | | | | | | [S-](#i119c2a136bff4fbda6afe58370b5ef66_208)[1](#i119c2a136bff4fbda6afe58370b5ef66_208) | | |

The Company’s technology management team performs enterprise-level risk assessments designed to help identify [removed: material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment.]

The Audit Committee [added: periodically] reports to the full Board regarding its activities, including those relating to cybersecurity.

See [removed: *“Risk Factors – We] [added: the discussion under the caption, “Risks Related to Our Real Estate Investments and Operations - *We] are subject to laws and regulations relating to the handling of personal information and we rely on information technology to sustain our operations.

Any [removed: failure by us to comply with applicable requirements or] material failure, inadequacy, interruption [removed: or* *breach] [added: or breach] of the Company’s privacy or information systems, or those of our vendors or other third parties, could materially adversely affect the Company’s business, [added: financial condition and] results of [removed: operations and financial condition”.*][added: operations.*” in Item 1A, Risk Factors of this Form 10-K for further information.]

The Company’s cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas.

material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment.

The CTO and other members of the Company’s management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, such as briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged; and alerts and reports produced by security tools deployed in our IT environment.

The Company’s portfolio as of December 31, [removed: 2023] [added: 2024] (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of [removed: 252] [added: 255] stabilized operating apartment communities (comprising [removed: 61,997] [added: 62,157] apartment homes), of which [removed: 26,209] [added: 26,484] apartment homes are located in Southern California, [removed: 23,263] [added: 22,804] apartment homes are located in Northern California, and [removed: 12,525] [added: 12,869] apartment homes are located in the Seattle metropolitan area.

The Company’s apartment communities accounted for [removed: 98.9%] [added: 99.0%] of the Company’s revenues for the year ended December 31, [removed: 2023.][added: 2024.]

The Company’s communities are primarily urban and suburban high density wood frame communities comprising of [removed: three] [added: two] to seven stories above grade construction with structured parking situated on [removed: 1-10] [added: 1-20] acres of land with densities [removed: averaging between 30-80+] [added: of approximately 10 to 80+] units per acre.

As of December 31, [removed: 2023,] [added: 2024,] the Company’s communities include [removed: 104] [added: 103] garden-style, [removed: 138] [added: 142] mid-rise, and 10 high-rise communities.

The communities have an average of approximately [removed: 246] [added: 244] apartment homes, with a mix of studio, one-, two- and some three-bedroom apartment homes.

The Company owns [removed: three] [added: two operating] commercial buildings (totaling approximately [removed: 283,000] [added: 185,000] square feet) located in California and Washington, of which the Company occupied an aggregate of approximately [removed: 35,000] [added: 50,000] square feet as of December 31, [removed: 2023.][added: 2024.]

Furthermore, as of December 31, [removed: 2023,] [added: 2024,] the commercial [removed: buildings'] [added: buildings’] physical occupancy rate was [removed: 90%] [added: 93%] consisting of [removed: 7] [added: seven] tenants, including the Company.

[added: The table below describes the Company’s operating portfolio as of December 31, 2024] (See Note 8, [removed: "Mortgage] [added: “Mortgage] Notes [removed: Payable"] [added: Payable”] to the Company’s consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for more information about the Company’s secured mortgage debt and Schedule III thereto for a list of secured mortgage loans related to the Company’s [removed: portfolio.)][added: portfolio.):]

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired [removed: (20)] [added: (2)] | | | | | | [removed: Occupancy(2)] [added: Occupancy(3)] | | |

| [removed: Barkley,] The [removed: (3)(4)] [added: Barkley (4)(5)] | | | | | | Anaheim, CA | | | | | | Garden | | | | | | 161 | | | | | | 1984 | | | | | | 2000 | | | | | | 96% | | |

| Park Viridian | | | | | | Anaheim, CA | | | | | | Mid-rise | | | | | | 320 | | | | | | 2008 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Bonita Cedars | | | | | | Bonita, CA | | | | | | Garden | | | | | | 120 | | | | | | 1983 | | | | | | 2002 | | | | | | [removed: 96%] [added: 97%] | | |

| The Village at Toluca Lake | | | | | | Burbank, CA | | | | | | Mid-rise | | | | | | [removed: 145] [added: 146] | | | | | | 1974 | | | | | | 2017 | | | | | | [removed: 97%] [added: 96%] | | |

| Camarillo Oaks | | | | | | Camarillo, CA | | | | | | Garden | | | | | | 564 | | | | | | 1985 | | | | | | 1996 | | | | | | [removed: 97%] [added: 96%] | | |

| Hacienda at Camarillo Oaks | | | | | | Camarillo, CA | | | | | | Garden | | | | | | 73 | | | | | | 1984 | | | | | | 2023 | | | | | | [removed: 86%] [added: 94%] | | |

| Pinnacle at Otay Ranch I & II | | | | | | Chula Vista, CA | | | | | | Mid-rise | | | | | | 364 | | | | | | 2001 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Mesa Village | | | | | | Clairemont, CA | | | | | | Garden | | | | | | 133 | | | | | | 1963 | | | | | | 2002 | | | | | | [removed: 97%] [added: 95%] | | |

| Villa Siena | | | | | | Costa Mesa, CA | | | | | | Garden | | | | | | [removed: 272] [added: 274] | | | | | | 1974 | | | | | | 2014 | | | | | | [removed: 95%] [added: 96%] | | |

| Regency at Encino | | | | | | Encino, CA | | | | | | Mid-rise | | | | | | 75 | | | | | | 1989 | | | | | | 2009 | | | | | | [removed: 97%] [added: 95%] | | |

| The Havens [removed: (5)] | | | | | | Fountain Valley, CA | | | | | | Garden | | | | | | 440 | | | | | | 1969 | | | | | | 2014 | | | | | | 97% | | |

| Capri at Sunny Hills [removed: (4)] [added: (5)] | | | | | | Fullerton, CA | | | | | | Garden | | | | | | 102 | | | | | | 1961 | | | | | | 2001 | | | | | | [removed: 96%] [added: 93%] | | |

| Haver Hill (6) | | | | | | Fullerton, CA | | | | | | Garden | | | | | | [removed: 264] [added: 265] | | | | | | 1973 | | | | | | 2012 | | | | | | [removed: 96%] [added: 97%] | | |

| Wilshire Promenade | | | | | | Fullerton, CA | | | | | | Mid-rise | | | | | | 149 | | | | | | 1992 | | | | | | 1997 | | | | | | [removed: 97%] [added: 96%] | | |

| Montejo [removed: Apartments] | | | | | | Garden Grove, CA | | | | | | Garden | | | | | | 124 | | | | | | 1974 | | | | | | 2001 | | | | | | 97% | | |

| The Henley I | | | | | | Glendale, CA | | | | | | Mid-rise | | | | | | 83 | | | | | | 1974 | | | | | | 1999 | | | | | | [removed: 97%] [added: 96%] | | |

| The Henley II | | | | | | Glendale, CA | | | | | | Mid-rise | | | | | | 132 | | | | | | 1970 | | | | | | 1999 | | | | | | [removed: 97%] [added: 96%] | | |

| Huntington Breakers | | | | | | Huntington Beach, CA | | | | | | Mid-rise | | | | | | [removed: 342] [added: 344] | | | | | | 1984 | | | | | | 1997 | | | | | | 97% | | |

| The Huntington | | | | | | Huntington Beach, CA | | | | | | Garden | | | | | | 276 | | | | | | 1975 | | | | | | 2012 | | | | | | [removed: 96%] [added: 97%] | | |

| Hillsborough Park [removed: (7)] | | | | | | La Habra, CA | | | | | | Garden | | | | | | 235 | | | | | | 1999 | | | | | | 1999 | | | | | | 97% | | |

| The Palms at Laguna Niguel | | | | | | Laguna Niguel, CA | | | | | | Garden | | | | | | 460 | | | | | | 1988 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Marbrisa | | | | | | Long Beach, CA | | | | | | Mid-rise | | | | | | 202 | | | | | | 1987 | | | | | | 2002 | | | | | | [removed: 97%] [added: 95%] | | |

| Pathways at Bixby Village | | | | | | Long Beach, CA | | | | | | Garden | | | | | | 296 | | | | | | 1975 | | | | | | 1991 | | | | | | [removed: 98%] [added: 97%] | | |

| 5600 Wilshire | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 284 | | | | | | 2008 | | | | | | 2014 | | | | | | [removed: 97%] [added: 95%] | | |

| Alessio | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 624 | | | | | | 2001 | | | | | | 2014 | | | | | | [removed: 96%] [added: 94%] | | |

| Ashton Sherman Village | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 264 | | | | | | 2014 | | | | | | 2016 | | | | | | [removed: 98%] [added: 97%] | | |

| Avant | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | [removed: 440] [added: 443] | | | | | | 2014 | | | | | | 2015 | | | | | | 93% | | |

| The Avery | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 121 | | | | | | 2014 | | | | | | 2014 | | | | | | [removed: 98%] [added: 96%] | | |

| Belmont Station | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 275 | | | | | | 2009 | | | | | | 2009 | | | | | | [removed: 95%] [added: 94%] | | |

| [added: Skye at] Bunker Hill | | | | | | Los Angeles, CA | | | | | | High-rise | | | | | | 456 | | | | | | 1968 | | | | | | 1998 | | | | | | 96% | | |

| Catalina Gardens | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 128 | | | | | | 1987 | | | | | | 2014 | | | | | | [removed: 93%] [added: 94%] | | |

| LIVIA at Scripps Ranch (10)(14) | | | | | | San Diego, CA | | | | | | Mid-rise | | | | | | 264 | | | | | | 2024 | | | | | | 2024 | | | | | | 95% | | |

| | | | | | | | | | | | | | | | | | | 26,484 | | | | | | | | | | | | | | | | | | 96% | | |

| ARLO Mountain View | | | | | | Mountain View, CA | | | | | | Mid-rise | | | | | | 164 | | | | | | 2018 | | | | | | 2024 | | | | | | 95% | | |

| Maxwell Sunnyvale | | | | | | Sunnyvale, CA | | | | | | Mid-rise | | | | | | 75 | | | | | | 2022 | | | | | | 2024 | | | | | | 95% | | |

| | | | | | | | | | | | | | | | | | | 22,804 | | | | | | | | | | | | | | | | | | 96% | | |

| Beaumont | | | | | | Woodinville, WA | | | | | | Mid-rise | | | | | | 344 | | | | | | 2009 | | | | | | 2024 | | | | | | 93% | | |

| | | | | | | | | | | | | | | | | | | 12,869 | | | | | | | | | | | | | | | | | | 97% | | |

(10)The community is subject to a ground lease, which, unless extended, will expire in 2086.

The table below describes the Company’s operating portfolio as of December 31, 2023.

| | | | | | | | | | | | | | | | | | | 26,209 | | | | | | | | | | | | | | | | | | 96% | | |

| Hillsdale Garden (14) | | | | | | San Mateo, CA | | | | | | Garden | | | | | | 697 | | | | | | 1948 | | | | | | 2006 | | | | | | 95% | | |

| | | | | | | | | | | | | | | | | | | 23,263 | | | | | | | | | | | | | | | | | | 96% | | |

| | | | | | | | | | | | | | | | | | | 12,525 | | | | | | | | | | | | | | | | | | 97% | | |

The Company has a 50% interest in BEX II, which is accounted for using the equity method of accounting.

(8)This community is owned by Wesco I, LLC ("Wesco I").

(12)This community is owned by Wesco IV, LLC ("Wesco IV") The Company has a 65.1% interest in Wesco IV, which is accounted for using the equity method of accounting.

The shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol [removed: "ESS".][added: “ESS.”]

The approximate number of holders of record of the shares of [removed: Essex's] [added: Essex’s] common stock was [removed: 1,043] [added: 973] as of February [removed: 21, 2024.][added: 19, 2025.]

As of February [removed: 21, 2024,] [added: 19, 2025,] there were 62 holders of record of OP Units, including Essex.

[removed: The status of the cash] [added: Cash] dividends distributed for the years ended December 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021] [added: 2022] related to common stock [removed: are] [added: were classified for federal income tax purposes] as follows:

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Ordinary income | | | | | | [removed: 88.46] [added: 98.19] | | % | | | | [removed: 80.17] [added: 88.46] | | % | | | | [removed: 70.92] [added: 80.17] | | % |

| Capital gain | | | | | | [removed: 8.32] [added: 1.81] | | % | | | | [removed: 16.78] [added: 8.32] | | % | | | | [removed: 22.07] [added: 16.78] | | % |

| Unrecaptured section 1250 capital gain | | | | | | [removed: 3.22] [added: —] | | % | | | | [removed: 3.05] [added: 3.22] | | % | | | | [removed: 7.01] [added: 3.05] | | % |

The Board of Directors declared a dividend/distribution for the fourth quarter of [removed: 2023] [added: 2024] of [removed: $2.31] [added: $2.45] per share.

The dividend/distribution was paid on January [removed: 12, 2024] [added: 15, 2025] to stockholders/unitholders of record as of January 2, [removed: 2024.][added: 2025.]

The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, under the [removed: headings "Equity] [added: heading “Equity] Compensation [removed: Plans,"] [added: Plans,”] to be filed with the SEC within 120 days of December 31, [removed: 2023.][added: 2024.]

During the year ended December 31, [removed: 2023,] [added: 2024,] the Company did not issue any shares of common stock under the [added: 2024 ATM Program or the] 2021 ATM Program.

As of December 31, [removed: 2023,] [added: 2024,] there were no outstanding forward sale agreements, and $900.0 million of shares [removed: remain] [added: remained] available to be sold under the [removed: 2021] [added: 2024] ATM Program.

In September 2022, the [removed: Company's] [added: Company’s] Board of Directors approved a [removed: new] stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million.

As of December 31, [removed: 2023,] [added: 2024,] the Company had $302.7 million of purchase authority remaining under the stock repurchase plan.

This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, [removed: 2018] [added: 2019] and that all dividends were reinvested.

[removed: ][added: ]

| Index | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Essex issued an aggregate of [removed: zero] [added: 56,304] and [removed: 76,246] [added: zero] shares of its common stock upon the exercise of stock options, respectively.

Essex contributed the proceeds from the option exercises of [removed: no amount and $19.5] [added: $12.3] million to the Operating Partnership in exchange for an aggregate of [removed: zero and 76,246] [added: 56,304] OP Units, as required by the Operating Partnership’s partnership agreement, during the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2024.]

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Essex issued an aggregate of [removed: 22,236] [added: 13,217] and [removed: 11,707 shares] [added: 22,236 shares, respectively,] of its common stock in connection with restricted stock awards for no cash [removed: consideration, respectively.][added: consideration.]

For each share of common stock issued by Essex in connection with such awards, the Operating Partnership issued OP Units to Essex as required by the Operating [removed: Partnership's] [added: Partnership’s] partnership agreement, for an aggregate of [removed: 22,236] [added: 13,217] and [removed: 11,707] [added: 22,236] OP Units during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Essex issued an aggregate of [removed: 13,684] [added: 7,448] and [removed: 8,310] [added: 13,684] shares of its common stock in connection with the exchange of OP Units by limited partners into shares of common stock.

For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating [removed: Partnership's] [added: Partnership’s] partnership agreement, for an aggregate of [removed: 13,684] [added: 7,448] and [removed: 8,310] [added: 13,684] OP Units during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the Company did not issue or sell any shares of common stock pursuant to the [added: 2024 ATM Program and] 2021 ATM Program.

As of December 31, [removed: 2023,] [added: 2024,] there were no outstanding forward sale agreements.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |

In August 2024, the Company entered into the 2024 ATM Program.

In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements.

The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date.

The 2024 ATM Program replaced the 2021 ATM Program, which was terminated upon the establishment of the 2024 ATM Program.

During the year ended December 31, 2024, the Company did not repurchase any shares.

| Essex Property Trust, Inc. | | | | | | $ | 100.00 | | | | | $ | 81.91 | | | | | $ | 124.83 | | | | | $ | 77.69 | | | | | $ | 94.76 | | | | | $ | 112.16 | |

| FTSE NAREIT Equity Apartments Index | | | | | | $ | 100.00 | | | | | $ | 84.66 | | | | | $ | 138.51 | | | | | $ | 94.25 | | | | | $ | 99.78 | | | | | $ | 120.22 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

During the year ended December 31, 2023, the Company repurchased and retired 437,026 shares of its common stock totaling $95.7 million, including commissions, at an average price of $218.88 per share.

| | | | | | | Period Ending | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Essex Property Trust, Inc. | | | | | | $ | 100.00 | | | | | $ | 125.92 | | | | | $ | 103.14 | | | | | $ | 157.18 | | | | | $ | 97.83 | | | | | $ | 119.33 | |

| FTSE NAREIT Equity Apartments Index | | | | | | $ | 100.00 | | | | | $ | 126.32 | | | | | $ | 106.94 | | | | | $ | 174.97 | | | | | $ | 119.06 | | | | | $ | 126.05 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

As of December 31, [removed: 2023,] [added: 2024,] Essex carried out an evaluation, under the supervision and with the participation of management, including [removed: Essex's] [added: Essex’s] Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of [removed: Essex's] [added: Essex’s] disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2023,] [added: 2024,] Essex’s disclosure controls and procedures were effective [added: at a reasonable assurance level] to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the [removed: SEC's] [added: SEC’s] rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.

Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Essex’s management has concluded that, as of December 31, [removed: 2023,] [added: 2024,] its internal control over financial reporting was effective based on these criteria.

As of December 31, [removed: 2023,] [added: 2024,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including [removed: Essex's] [added: Essex’s] Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating [removed: Partnership's] [added: Partnership’s] disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2023,] [added: 2024,] the Operating Partnership’s disclosure controls and procedures were effective [added: at a reasonable assurance level] to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the [removed: SEC's] [added: SEC’s] rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including [removed: Essex's] [added: Essex’s] Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

The Operating Partnership’s management has concluded that, as of December 31, [removed: 2023,] [added: 2024,] its internal control over financial reporting was effective based on these criteria.

*Limitations on Effectiveness of Controls*

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, Essex’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

*Limitations on Effectiveness of Controls*

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

[removed: During] [added: Except as described below, during] the three months ended December 31, [removed: 2023,] [added: 2024,] none of our officers or directors [removed: adopted] [added: adopted, modified] or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading [removed: arrangement*."*][added: arrangement*.”*]