Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Essex Property Trust, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable

As discussed in Note 2(d) to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2024, the Company had $11.4 billion in rental properties.

We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Company’s estimated holding period of rental properties. Changes to shorten the holding period the Company expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.

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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Company’s process to estimate the holding period for rental properties. We assessed management’s assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Company’s intent and ability to hold each rental property by examining documents to assess the Company’s plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Company officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Company’s plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.

/s/ KPMG LLP

We have served as the Company’s auditor since 1994.

San Francisco, California

February 21, 2025

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Essex Property Trust, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Essex Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 21, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

San Francisco, California

February 21, 2025

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Report of Independent Registered Public Accounting Firm

To the Partners of Essex Portfolio, L.P. and the Board of Directors of Essex Property Trust, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable

As discussed in Note 2(d) to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Operating Partnership’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2024, the Operating Partnership had $11.4 billion in rental properties.

We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Operating Partnership’s estimated holding period of rental properties. Changes to shorten the holding period the Operating Partnership expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.

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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Operating Partnership’s process to estimate the holding period for rental properties. We assessed management’s assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Operating Partnership’s intent and ability to hold each rental property by examining documents to assess the Operating Partnership’s plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Operating Partnership officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Operating Partnership’s plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.

/s/ KPMG LLP

We have served as the Operating Partnership’s auditor since 2013.

San Francisco, California

February 21, 2025

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024 and 2023

(In thousands, except parenthetical and share amounts)

20242023
ASSETS
Real estate investments:
Rental properties:
Land and land improvements$3,246,789$3,036,912
Buildings and improvements14,342,72913,098,311
17,589,51816,135,223
Less: accumulated depreciation(6,150,618)(5,664,931)
11,438,90010,470,292
Real estate under development52,68223,724
Co-investments935,0141,061,733
12,426,59611,555,749
Cash and cash equivalents-unrestricted66,795391,749
Cash and cash equivalents-restricted9,0518,585
Marketable securities69,79487,795
Notes and other receivables, net of allowance for credit losses of $0.5 million and $0.7 million as of December 31, 2024 and December 31, 2023, respectively206,706174,621
Operating lease right-of-use assets51,55663,757
Prepaid expenses and other assets96,86179,171
Total assets$12,927,359$12,361,427
LIABILITIES AND EQUITY
Unsecured debt, net$5,473,788$5,318,531
Mortgage notes payable, net989,884887,204
Lines of credit137,945—
Accounts payable and accrued liabilities212,747176,401
Construction payable14,34720,659
Dividends payable165,443155,695
Distributions in excess of investments in co-investments79,27365,488
Operating lease liabilities52,47365,091
Other liabilities50,22046,175
Total liabilities7,176,1206,735,244
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest30,84932,205
Equity:
Common stock; $0.0001 par value, 670,000,000 shares authorized; 64,280,466 and 64,203,497 shares issued and outstanding, respectively66
Additional paid-in capital6,668,0476,656,720
Distributions in excess of accumulated earnings(1,155,662)(1,267,536)
Accumulated other comprehensive income, net24,65533,556
Total stockholders’ equity5,537,0465,422,746
Noncontrolling interest183,344171,232
Total equity5,720,3905,593,978
Total liabilities and equity$12,927,359$12,361,427

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2024, 2023 and 2022

(In thousands, except share and per share amounts)

202420232022
Revenues:
Rental and other property$1,764,185$1,658,264$1,595,675
Management and other fees from affiliates10,26511,13111,139
1,774,4501,669,3951,606,814
Expenses:
Property operating, excluding real estate taxes326,113299,672283,351
Real estate taxes193,413185,807183,918
Corporate-level property management expenses48,21845,87240,704
Depreciation and amortization580,220548,438539,319
General and administrative98,90263,47456,577
Expensed acquisition and investment related costs725952,132
Casualty loss—433—
1,246,9381,144,2911,106,001
Gain on sale of real estate and land175,58359,23894,416
Earnings from operations703,095584,342595,229
Interest expense(235,529)(212,905)(204,798)
Total return swap income3,0993,1487,907
Interest and other income (loss)80,95146,259(19,040)
Equity income from co-investments48,20610,56126,030
Tax benefit (expense) on unconsolidated co-investments929(697)10,236
Loss on early retirement of debt, net——(2)
Gain on remeasurement of co-investments210,555—17,423
Net income811,306430,708432,985
Net income attributable to noncontrolling interest(69,784)(24,883)(24,670)
Net income available to common stockholders$741,522$405,825$408,315
Per share data:
Basic:
Net income available to common stockholders$11.55$6.32$6.27
Weighted average number of shares outstanding during the year64,228,35664,252,23265,079,764
Diluted:
Net income available to common stockholders$11.54$6.32$6.27
Weighted average number of shares outstanding during the year64,251,23464,253,38565,098,186

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended December 31, 2024, 2023 and 2022

(In thousands)

202420232022
Net income$811,306$430,708$432,985
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements(9,217)(13,364)54,158
Change in fair value of marketable debt securities, net——233
Reversal of unrealized gains upon the sale of marketable debt securities——(577)
Total other comprehensive (loss) income(9,217)(13,364)53,814
Comprehensive income802,089417,344486,799
Comprehensive income attributable to noncontrolling interest(69,468)(24,429)(26,466)
Comprehensive income attributable to controlling interest$732,621$392,915$460,333

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Equity

Years ended December 31, 2024, 2023 and 2022

(In thousands, except per share amounts)

Common stockAdditional paid-in capitalDistributions in excess of accumulated earningsAccumulated other comprehensive income (loss), netNoncontrolling interestTotal
SharesAmount
Balances at December 31, 202165,248$7$6,915,981$(916,833)$(5,552)$182,905$6,176,508
Net income———408,315—24,670432,985
Reversal of unrealized gains upon the sale of marketable debt securities————(557)(20)(577)
Change in fair value of derivatives and amortization of swap settlements————52,3511,80754,158
Change in fair value of marketable debt securities, net————2249233
Issuance of common stock under:
Stock option and restricted stock plans, net89—17,309———17,309
Sale of common stock, net——(314)———(314)
Equity based compensation costs——11,059——38711,446
Retirement of common stock, net(740)(1)(189,725)———(189,726)
Changes in the redemption value of redeemable noncontrolling interest——6,230——8087,038
Contributions from noncontrolling interest—————125125
Distributions to noncontrolling interest—————(30,959)(30,959)
Redemptions of noncontrolling interest8—(10,464)——(988)(11,452)
Common stock dividends ($8.80 per share)———(571,658)——(571,658)
Balances at December 31, 202264,605$6$6,750,076$(1,080,176)$46,466$178,744$5,895,116
Net income———405,825—24,883430,708
Change in fair value of derivatives and amortization of swap settlements————(12,910)(454)(13,364)
Issuance of common stock under:
Stock option and restricted stock plans, net21—(3,825)———(3,825)
Sale of common stock, net——(347)———(347)
Equity based compensation costs——11,723——41212,135
Retirement of common stock, net(437)—(95,657)———(95,657)
Changes in the redemption value of redeemable noncontrolling interest——(5,150)——95(5,055)

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Distributions to noncontrolling interest—————(31,939)(31,939)
Redemptions of noncontrolling interest14—(100)——(509)(609)
Common stock dividends ($9.24 per share)———(593,185)——(593,185)
Balances at December 31, 202364,203$6$6,656,720$(1,267,536)$33,556$171,232$5,593,978
Net income———741,522—69,784811,306
Change in fair value of derivatives and amortization of swap settlements————(8,901)(316)(9,217)
Issuance of common stock under:
Stock option and restricted stock plans, net70—9,096———9,096
Sale of common stock, net——(296)———(296)
Equity based compensation costs——7,408——2637,671
Changes in the redemption value of redeemable noncontrolling interest——373——462835
Issuance of OP units to noncontrolling interest—————24,93024,930
Distributions to noncontrolling interest—————(81,812)(81,812)
Redemptions of noncontrolling interest7—(5,254)——(1,199)(6,453)
Common stock dividends ($9.80 per share)———(629,648)——(629,648)
Balances at December 31, 202464,280$6$6,668,047$(1,155,662)$24,655$183,344$5,720,390

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2024, 2023 and 2022

(In thousands)

202420232022
Cash flows from operating activities:
Net income$811,306$430,708$432,985
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents342,7733,330
Depreciation and amortization580,220548,438539,319
Amortization of discount and debt financing costs, net7,7956,9116,712
Realized and unrealized (gains) losses on marketable securities, net(8,347)(10,006)45,547
Income from early redemption of notes receivable——(811)
Provision for credit losses(179)70381
Equity income from co-investments(48,206)(10,561)(26,030)
Operating distributions from co-investments62,86876,78795,256
Accrued interest from notes and other receivables(13,497)(12,631)(13,953)
Casualty loss—433—
Gain on the sale of real estate and land(175,583)(59,238)(94,416)
Equity-based compensation7,1588,0317,206
Loss on early retirement of debt, net——2
Gain on remeasurement of co-investments(210,555)—(17,423)
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets32,007(9,721)5,183
Accounts payable, accrued liabilities, and operating lease liabilities25,1945,335(17,266)
Other liabilities(1,910)2,7359,627
Net cash provided by operating activities1,068,305980,064975,649
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired(940,440)(25,098)(21,870)
Redevelopment(70,572)(72,577)(96,718)
Development acquisitions of and additions to development real estate(2,874)(7,872)(27,713)
Capital expenditures on rental properties(136,395)(140,371)(163,193)
Investments in notes receivable(130,635)(58,127)(168,095)
Collections of notes and other receivables33,504—412,006
Proceeds from insurance for property losses2,2993,4314,325
Proceeds from dispositions of real estate247,28699,388157,985
Contributions to co-investments(34,073)(37,405)(163,188)
Changes in refundable deposits(8,000)10,200(16,318)
Purchases of marketable securities(1,002)(20,780)(18,109)
Sales and maturities of marketable securities27,34864,32071,222
Non-operating distributions from co-investments40,50339,751175,624
Net cash (used in) provided by investing activities(973,051)(145,140)145,958
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes554,875598,000—

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Payments on unsecured debt and mortgage notes(403,108)(302,429)(64,542)
Proceeds from lines of credit1,667,476844,0461,376,452
Repayments of lines of credit(1,529,531)(896,119)(1,665,636)
Retirement of common stock—(95,657)(189,726)
Additions to deferred charges(9,568)(1,736)(2,638)
Net proceeds from issuance of common stock(296)(347)(314)
Net proceeds from stock options exercised12,313—19,525
Payments related to tax withholding for share-based compensation(3,217)(3,825)(2,216)
Contributions from noncontrolling interest——125
Distributions to noncontrolling interest(81,246)(31,619)(30,740)
Redemption of noncontrolling interest(6,453)(609)(11,452)
Redemption of redeemable noncontrolling interest(521)—(478)
Common stock dividends paid(620,466)(586,976)(565,924)
Net cash used in financing activities(419,742)(477,271)(1,137,564)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents(324,488)357,653(15,957)
Unrestricted and restricted cash and cash equivalents at beginning of year400,33442,68158,638
Unrestricted and restricted cash and cash equivalents at end of year$75,846$400,334$42,681
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest$223,220$207,038$198,323
Interest capitalized$251$823$2,272
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,934$6,962$6,987
Supplemental disclosure of noncash investing and financing activities:
Issuance of Operating Partnership units in connection with acquisition$24,930$—$—
Redemption of preferred equity investments upon acquisition of co-investments$44,670$—$—
Transfers between real estate under development and rental properties, net$514$1,497$100,737
Transfer from real estate under development to co-investments$707$1,732$2,276
Reclassifications to (from) redeemable noncontrolling interest from additional paid in capital and noncontrolling interest$(835)$5,055$(7,038)
Debt assumed in connection with acquisition$95,000$—$21,303
Debt financed by seller in connection with acquisition$11,000$—$—

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024 and 2023

(In thousands, except parenthetical and unit amounts)

20242023
ASSETS
Real estate investments:
Rental properties:
Land and land improvements$3,246,789$3,036,912
Buildings and improvements14,342,72913,098,311
17,589,51816,135,223
Less: accumulated depreciation(6,150,618)(5,664,931)
11,438,90010,470,292
Real estate under development52,68223,724
Co-investments935,0141,061,733
12,426,59611,555,749
Cash and cash equivalents-unrestricted66,795391,749
Cash and cash equivalents-restricted9,0518,585
Marketable securities69,79487,795
Notes and other receivables, net of allowance for credit losses of $0.5 million and $0.7 million as of December 31, 2024 and December 31, 2023, respectively206,706174,621
Operating lease right-of-use assets51,55663,757
Prepaid expenses and other assets96,86179,171
Total assets$12,927,359$12,361,427
LIABILITIES AND CAPITAL
Unsecured debt, net$5,473,788$5,318,531
Mortgage notes payable, net989,884887,204
Lines of credit137,945—
Accounts payable and accrued liabilities212,747176,401
Construction payable14,34720,659
Distributions payable165,443155,695
Distributions in excess of investments in co-investments79,27365,488
Operating lease liabilities52,47365,091
Other liabilities50,22046,175
Total liabilities7,176,1206,735,244
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest30,84932,205
Capital:
General Partner:
Common equity (64,280,466 and 64,203,497 units issued and outstanding, respectively)5,512,3915,389,190
5,512,3915,389,190
Limited Partners:
Common equity (2,331,251 and 2,258,812 units issued and outstanding, respectively)73,41844,991
Accumulated other comprehensive income29,42938,646
Total partners’ capital5,615,2385,472,827
Noncontrolling interest105,152121,151
Total capital5,720,3905,593,978
Total liabilities and capital$12,927,359$12,361,427

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2024, 2023 and 2022

(In thousands, except unit and per unit amounts)

202420232022
Revenues:
Rental and other property$1,764,185$1,658,264$1,595,675
Management and other fees from affiliates10,26511,13111,139
1,774,4501,669,3951,606,814
Expenses:
Property operating, excluding real estate taxes326,113299,672283,351
Real estate taxes193,413185,807183,918
Corporate-level property management expenses48,21845,87240,704
Depreciation and amortization580,220548,438539,319
General and administrative98,90263,47456,577
Expensed acquisition and investment related costs725952,132
Casualty loss—433—
1,246,9381,144,2911,106,001
Gain on sale of real estate and land175,58359,23894,416
Earnings from operations703,095584,342595,229
Interest expense(235,529)(212,905)(204,798)
Total return swap income3,0993,1487,907
Interest and other income (loss)80,95146,259(19,040)
Equity income from co-investments48,20610,56126,030
Tax benefit (expense) on unconsolidated co-investments929(697)10,236
Loss on early retirement of debt, net——(2)
Gain on remeasurement of co-investments210,555—17,423
Net income811,306430,708432,985
Net income attributable to noncontrolling interest(43,370)(10,599)(10,373)
Net income available to common unitholders$767,936$420,109$422,612
Per unit data:
Basic:
Net income available to common unitholders$11.55$6.32$6.27
Weighted average number of common units outstanding during the year66,511,03066,513,30367,356,105
Diluted:
Net income available to common unitholders$11.54$6.32$6.27
Weighted average number of common units outstanding during the year66,533,90866,514,45667,374,527

See accompanying notes to consolidated financial statements

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Consolidated Statements of Comprehensive Income

Years Ended December 31, 2024, 2023 and 2022

(In thousands)

202420232022
Net income$811,306$430,708$432,985
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements(9,217)(13,364)54,158
Change in fair value of marketable debt securities, net——233
Reversal of unrealized gains upon the sale of marketable debt securities——(577)
Total other comprehensive (loss) income(9,217)(13,364)53,814
Comprehensive income802,089417,344486,799
Comprehensive income attributable to noncontrolling interest(43,370)(10,599)(10,373)
Comprehensive income attributable to controlling interest$758,719$406,745$476,426

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Capital

Years ended December 31, 2024, 2023 and 2022

(In thousands, except per unit amounts)

Accumulated other comprehensive income (loss), net
General PartnerLimited PartnersNoncontrolling interestTotal
Common EquityCommon Equity
UnitsAmountUnitsAmount
Balances at December 31, 202165,248$5,999,1552,282$56,502$(1,804)$122,655$6,176,508
Net income—408,315—14,297—10,373432,985
Reversal of unrealized gains upon the sale of marketable debt securities————(577)—(577)
Change in fair value of derivatives and amortization of swap settlements————54,158—54,158
Change in fair value of marketable debt securities, net————233—233
Issuance of common units under:
General partner’s stock based compensation, net8917,309————17,309
Sale of common stock by general partner, net—(314)————(314)
Equity based compensation costs—11,059—387——11,446
Retirement of common units, net(740)(189,726)————(189,726)
Changes in the redemption value of redeemable noncontrolling interest—6,230—386—4227,038
Contributions from noncontrolling interest—————125125
Distributions to noncontrolling interest—————(10,935)(10,935)
Redemptions8(10,464)(10)(94)—(894)(11,452)
Distributions declared ($8.80 per unit)—(571,658)—(20,024)——(591,682)
Balances at December 31, 202264,605$5,669,9062,272$51,454$52,010$121,746$5,895,116
Net income—405,825—14,284—10,599430,708
Change in fair value of derivatives and amortization of swap settlements————(13,364)—(13,364)
Issuance of common stock under:
General partner’s stock based compensation, net21(3,825)————(3,825)
Sale of common stock by general partner, net—(347)————(347)
Equity based compensation costs—11,723—412——12,135
Retirement of common units, net(437)(95,657)————(95,657)
Changes in the redemption value of redeemable noncontrolling interest—(5,150)—75—20(5,055)

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Distributions to noncontrolling interest—————(11,060)(11,060)
Redemptions14(100)(13)(355)—(154)(609)
Distributions declared ($9.24 per unit)—(593,185)—(20,879)——(614,064)
Balances at December 31, 202364,203$5,389,1902,259$44,991$38,646$121,151$5,593,978
Net income—741,522—26,414—43,370811,306
Change in fair value of derivatives and amortization of swap settlements————(9,217)—(9,217)
Issuance of common stock under:
General partner’s stock based compensation, net709,096————9,096
Sale of common stock by general partner, net—(296)————(296)
Equity based compensation costs—7,408—263——7,671
Changes in the redemption value of redeemable noncontrolling interest—373—99—363835
Issuance of OP units to noncontrolling interest——8224,930——24,930
Distributions to noncontrolling interest—————(59,317)(59,317)
Redemptions7(5,254)(10)(784)—(415)(6,453)
Distributions declared ($9.80 per unit)—(629,648)—(22,495)——(652,143)
Balances at December 31, 202464,280$5,512,3912,331$73,418$29,429$105,152$5,720,390

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2024, 2023 and 2022

(In thousands)

202420232022
Cash flows from operating activities:
Net income$811,306$430,708$432,985
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents342,7733,330
Depreciation and amortization580,220548,438539,319
Amortization of discount and debt financing costs, net7,7956,9116,712
Realized and unrealized (gains) losses on marketable securities, net(8,347)(10,006)45,547
Income from early redemption of notes receivable——(811)
Provision for credit losses(179)70381
Equity income from co-investments(48,206)(10,561)(26,030)
Operating distributions from co-investments62,86876,78795,256
Accrued interest from notes and other receivables(13,497)(12,631)(13,953)
Casualty loss—433—
Gain on the sale of real estate and land(175,583)(59,238)(94,416)
Equity-based compensation7,1588,0317,206
Loss on early retirement of debt, net——2
Gain on remeasurement of co-investments(210,555)—(17,423)
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets32,007(9,721)5,183
Accounts payable, accrued liabilities, and operating lease liabilities25,1945,335(17,266)
Other liabilities(1,910)2,7359,627
Net cash provided by operating activities1,068,305980,064975,649
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired(940,440)(25,098)(21,870)
Redevelopment(70,572)(72,577)(96,718)
Development acquisitions of and additions to development real estate(2,874)(7,872)(27,713)
Capital expenditures on rental properties(136,395)(140,371)(163,193)
Investments in notes receivable(130,635)(58,127)(168,095)
Collections of notes and other receivables33,504—412,006
Proceeds from insurance for property losses2,2993,4314,325
Proceeds from dispositions of real estate247,28699,388157,985
Contributions to co-investments(34,073)(37,405)(163,188)
Changes in refundable deposits(8,000)10,200(16,318)
Purchases of marketable securities(1,002)(20,780)(18,109)
Sales and maturities of marketable securities27,34864,32071,222
Non-operating distributions from co-investments40,50339,751175,624
Net cash (used in) provided by investing activities(973,051)(145,140)145,958
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes554,875598,000—

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Payments on unsecured debt and mortgage notes(403,108)(302,429)(64,542)
Proceeds from lines of credit1,667,476844,0461,376,452
Repayments of lines of credit(1,529,531)(896,119)(1,665,636)
Retirement of common units—(95,657)(189,726)
Additions to deferred charges(9,568)(1,736)(2,638)
Net proceeds from issuance of common units(296)(347)(314)
Net proceeds from stock options exercised12,313—19,525
Payments related to tax withholding for share-based compensation(3,217)(3,825)(2,216)
Contributions from noncontrolling interest——125
Distributions to noncontrolling interest(56,582)(8,558)(8,450)
Redemption of noncontrolling interests(6,453)(609)(11,452)
Redemption of redeemable noncontrolling interests(521)—(478)
Common units distributions paid(645,130)(610,037)(588,214)
Net cash used in financing activities(419,742)(477,271)(1,137,564)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents(324,488)357,653(15,957)
Unrestricted and restricted cash and cash equivalents at beginning of year400,33442,68158,638
Unrestricted and restricted cash and cash equivalents at end of year$75,846$400,334$42,681
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest$223,220$207,038$198,323
Interest capitalized$251$823$2,272
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,934$6,962$6,987
Supplemental disclosure of noncash investing and financing activities:
Issuance of Operating Partnership units in connection with acquisition$24,930$—$—
Redemption of preferred equity investments upon acquisition of co-investments$44,670$—$—
Transfers between real estate under development and rental properties, net$514$1,497$100,737
Transfer from real estate under development to co-investments$707$1,732$2,276
Reclassifications to (from) redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest$(835)$5,055$(7,038)
Debt assumed in connection with acquisition$95,000$—$21,303
Debt financed by seller in connection with acquisition$11,000$—$—

See accompanying notes to consolidated financial statements

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

(1) Organization

The accompanying consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex” or the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the “Operating Partnership,” which holds the operating assets of the Company). Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

Essex is the sole general partner of the Operating Partnership with a 96.5% general partner interest and the limited partners owned a 3.5% interest as of December 31, 2024. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units (“OP Units,” and the holders of such OP Units, “Unitholders”) outstanding were 2,331,251 and 2,258,812 as of December 31, 2024 and 2023, respectively, and the redemption value of the OP Units, based on the closing price of the Company’s common stock, totaled $665.4 million and $560.0 million, as of December 31, 2024 and 2023, respectively. The Company has reserved shares of common stock for such conversions.

As of December 31, 2024, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,157 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, and two operating commercial buildings. The operating apartment communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(2) Summary of Critical and Significant Accounting Policies

(a) Principles of Consolidation and Basis of Presentation

The accounts of the Company, its controlled subsidiaries and the variable interest entities (“VIEs”) in which it is the primary beneficiary are consolidated in the accompanying financial statements and prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Noncontrolling interest includes the 3.5% and 3.4% limited partner interests in the Operating Partnership not held by the Company as of December 31, 2024 and 2023, respectively. These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14, Equity Based Compensation Plans).

(b) Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. The Company adopted ASU 2023-07 effective January 1, 2024 using retrospective approach. The adoption of this guidance did not have a material impact on its consolidated financial statements and financial position.

(c) Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, the FASB issued ASU No. 2025-01 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2024-03 requires disaggregated information for specified categories of expenses, including inventory purchases, employee compensation, depreciation, amortization, and depletion, to be presented in certain expense captions on the face of the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. Early adoption is permitted. The new standards may be applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior periods presented. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial position.

In August 2023, the FASB issued ASU No. 2023-05 “Business Combinations —Joint Venture Formations (Subtopic 805-60)” under which an entity that qualifies as a joint venture is required to apply a new basis of accounting upon the formation of the joint venture. The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date. ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.

(d) Real Estate Rental Properties

Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year, are capitalized. Operating real estate assets are stated at cost and consist of land and land improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Expenditures for maintenance and repairs are charged to expense as incurred.

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

Computer software and equipment3 - 5 years
Interior apartment home improvements5 years
Furniture, fixtures and equipment5 - 10 years
Land improvements and certain exterior components of real property10 years
Real estate structures30 years

The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property. Such capitalized costs include land, land improvements, allocated costs of the Company’s project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance. Capitalization begins for predevelopment, development, and redevelopment projects when activity commences. Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.

The Company allocates the purchase price of real estate on a fair value basis to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place leases. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data. In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases.

The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired. The net carrying value of acquired in-place leases was $7.7 million and $6.1 million as of December 31, 2024 and 2023, respectively, and are included in prepaid expenses and other assets on the Company’s consolidated balance sheets.

The Company periodically assesses the carrying value of its consolidated real estate investments for indicators of impairment. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. As of December 31, 2024 and 2023, no properties were classified as held for sale. The Company did not record an impairment charge on any of its consolidated real estate investments for the years ended December 31, 2024, 2023 and 2022.

In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Company classifies real estate as “held for sale” when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year. Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

(e) Co-investments

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

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings, less distributions received and the Company’s share of losses. The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the consolidated statement of income equal to the amount by which the fair value of the co-investment exceeds the Company’s carrying value of the co-investment. A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved. Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible. Any promote fees are reflected in equity income from co-investments.

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

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

Revenues from tenants renting or leasing apartment homes are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis, else, adjustments are made to conform to a straight-line basis. Apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease. See Note 4, Revenues, and Note 10, Lease Agreements - Company as Lessor, for additional information regarding such revenues.

The Company also generates other property-related revenue associated with the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned.

Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer. For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized is determined each quarter based on the management fee calculated and earned for that month or quarter. The contract will contain a description of the service and the fee percentage for management services. Payments from such services are one month or one quarter in arrears of the service performed.

The Company recognizes any gains on sales of real estate when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.

(g) Cash, Cash Equivalents and Restricted Cash

Highly liquid investments generally with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.

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

December 31,
202420232022
Cash and cash equivalents - unrestricted$66,795$391,749$33,295
Cash and cash equivalents - restricted9,0518,5859,386
Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows$75,846$400,334$42,681

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(h) Marketable Securities

The Company reports its available for sale equity securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds and Level 2 for the unsecured debt, as defined by the FASB standard for fair value measurements). As of both December 31, 2024 and 2023, less than $0.1 million of equity securities presented within common stock, preferred stock, and stock funds in the tables below represented investments measured at fair value, using net asset value as a practical expedient, and were not categorized in the fair value hierarchy.

Any realized and unrealized gains and losses in equity securities and interest income are included in interest and other income in the consolidated statements of income. There were no other-than-temporary impairment charges for the years ended December 31, 2024, 2023 and 2022.

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

As of December 31, 2024 and 2023, marketable securities consisted of the following ($ in thousands):

December 31, 2024
Amortized CostGross Unrealized Gain (Loss)Carrying Value
Equity securities:
Investment funds - debt securities$2,645$(67)$2,578
Common stock, preferred stock, and stock funds49,19518,02167,216
Total - Marketable securities$51,840$17,954$69,794
December 31, 2023
Amortized CostGross Unrealized Gain (Loss)Carrying Value
Equity securities:
Investment funds - debt securities$26,460$(1,584)$24,876
Common stock, preferred stock, and stock funds51,32811,59162,919
Total - Marketable securities$77,788$10,007$87,795

(i) Notes Receivable

Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans. Interest is recognized over the life of the note as interest income.

Each note is analyzed to determine if it is impaired. A note is impaired if it is probable that the Company will not collect all contractually due principal and interest. The Company does not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest that are not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income.

In the normal course of business, the Company originates and holds two types of loans: mezzanine loans issued to entities that are pursuing apartment development and short-term bridge loans issued to joint ventures with the Company.

The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. The Company initially analyzes each mezzanine loan individually to classify the

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

All bridge loans that the Company issues are, by their nature, short-term and meant only to provide time for the Company’s joint ventures to obtain long-term funding for newly acquired communities. As the Company is a partner in the joint ventures that are borrowing such funds and has performed a detailed review of each community as part of the acquisition process, there is little to no credit risk associated with such loans. As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis.

The Company estimates the allowance for credit losses for each loan type using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses.

Adjustments to historical loss information are made, if necessary, for differences in current loan-specific risk characteristics. For example, in the case of mezzanine loans, adjustments may be made due to differences in track record and experience of the mezzanine loan sponsor as well as the percent of equity that the sponsor has contributed to the project.

(j) Capitalization Policy

The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with the Company’s development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $20.2 million, $19.5 million and $20.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company capitalizes leasing costs associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized are immaterial for all periods presented.

(k) Fair Value of Financial Instruments

The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB’s accounting standard for fair value measurements. Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities. The Company uses Level 2 inputs for its notes receivable, notes payable, and derivative balances. These inputs include interest rates for similar financial instruments. The Company’s valuation methodology for derivatives is described in Note 9, Derivative Instruments and Hedging Activities. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Management estimates that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2024 and 2023, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s fixed rate debt with a carrying value of $5.8 billion and $5.7 billion as of December 31, 2024 and 2023, respectively, was approximately $5.5 billion and $5.3 billion, respectively. Management has estimated that the fair value of the Company’s $752.3 million and $520.0 million of variable rate debt as of December 31, 2024 and 2023, respectively, was approximately $749.4 million and $519.0 million, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and lines of credit compared to those available in the marketplace. Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities,

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

(l) Interest Rate Protection, Swap, and Forward Contracts

The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage interest rate risks. The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy.

The Company records all derivatives on its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction.

For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings. The Company’s interest rate swap is considered a cash flow hedge.

(m) Income Taxes

Generally in any year in which Essex qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code (the “IRC”), it is not subject to federal income tax on that portion of its income that it distributes to stockholders. No provision for federal income taxes, other than with respect to the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2024 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax.

In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. A domestic taxable REIT subsidiary is subject to federal income tax as a regular C corporation. The taxable REIT subsidiaries are consolidated by the Company for financial reporting purposes. In general, the activities and tax related provisions, assets and liabilities are not material.

As a partnership, the Operating Partnership is not subject to federal or state income taxes, except that in order to maintain Essex’s compliance with REIT tax rules that are applicable to Essex, the Operating Partnership utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Operating Partnership for financial reporting purposes.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

Year Ended December 31,
202420232022
Common Stock
Ordinary income98.19%88.46%80.17%
Capital gain1.81%8.32%16.78%
Unrecaptured section 1250 capital gain—%3.22%3.05%
100.00%100.00%100.00%

(n) Equity-based Compensation

The cost of share- and unit-based compensation awards is measured at the grant date based on the estimated fair value of the awards. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. The estimated grant date fair values of the long-term incentive plan units (discussed in Note 14, Equity Based Compensation Plans) are being amortized over the expected service periods.

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

Essex Property Trust, Inc.

($ in thousands)

Change in fair value and amortization of swap settlements
Balance at December 31, 2023$33,556
Other comprehensive loss before reclassification(8,955)
Amounts reclassified from accumulated other comprehensive loss54
Other comprehensive loss(8,901)
Balance at December 31, 2024$24,655

Essex Portfolio, L.P.

($ in thousands)

Change in fair value and amortization of swap settlements
Balance at December 31, 2023$38,646
Other comprehensive loss before reclassification(9,273)
Amounts reclassified from accumulated other comprehensive loss56
Other comprehensive loss(9,217)
Balance at December 31, 2024$29,429

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

(p) Redeemable Noncontrolling Interest

The carrying value of redeemable noncontrolling interest in the accompanying consolidated balance sheets was $30.8 million and $32.2 million as of December 31, 2024 and 2023, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

The changes in the redemption value of redeemable noncontrolling interest for the years ended December 31, 2024, 2023 and 2022 were as follows:

202420232022
Balance at January 1,$32,205$27,150$34,666
Reclassifications due to change in redemption value and other(835)5,055(7,038)
Redemptions(521)—(478)
Balance at December 31,$30,849$32,205$27,150

(q) Accounting Estimates

The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, its notes receivable, and its qualification as a REIT. The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

(r) Variable Interest Entities

In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and five co-investments as of December 31, 2024. The Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of December 31, 2023. The Company consolidated these entities because it was the primary beneficiary. The Company had no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were $893.0 million and $319.1 million, respectively, as of December 31, 2024, and $956.7 million and $324.5 million, respectively, as of December 31, 2023. Noncontrolling interests in these entities were $105.1 million and $121.1 million as of December 31, 2024 and 2023, respectively. The Company’s financial risk in each VIE is limited to its equity investment in the VIE.

The DownREIT VIEs collectively own nine apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests. Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis. Conversion values will be based on the market value of the Company’s common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above. The other limited partners or members receive distributions based on the Company’s current dividend rate multiplied by the number of units held. Total DownREIT units outstanding were 914,505 and 936,343 as of December 31, 2024 and 2023, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $261.0 million and $232.2 million, as of December 31, 2024 and 2023, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $30.8 million and $32.2 million as of December 31, 2024 and 2023, respectively. Of these amounts, $9.0 million and $12.1 million as of December 31, 2024 and 2023, respectively, represent units of limited partners’ or members’ interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or historical cost, depending on the limited partner’s or members’ right to redeem their units as of the balance sheet date. The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $96.9 million and $97.0 million as of December 31, 2024 and 2023, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.

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

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

As of December 31, 2024 and 2023, the Company was not deemed to be the primary beneficiary of any other VIEs and did not have any VIEs of which it was not deemed to be the primary beneficiary.

(s) Government Assistance

The Employee Retention Credit, as originally enacted by the Coronavirus Aid, Relief and Economic Security Act in March 2020, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before January 1, 2021. The purpose of the Employee Retention Credit was to encourage employers to keep employees on their payroll, even if they were not working during the covered period because of the effects of the COVID-19 pandemic. In December 2020, the Employee Retention Credit was amended and extended by the Taxpayer Certainty and Disaster Tax Relief Act in which eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021. The Company adopted a policy to recognize a receivable when earned and to offset the credit against related expenses. Accordingly, the Company recorded no Employee Retention Credit for the years ended December 31, 2024 and 2023, and $4.1 million for the year ended December 31, 2022, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of income.

(t) Gain Contingencies

Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain. Gain contingencies are typically not recognized in the financial statements until all uncertainties related to the contingency have been resolved. In the case of legal settlements, the Company determines that all uncertainties have been resolved when cash or other consideration has been received by the Company. Gain contingencies resulting from legal settlements of $42.5 million, $7.7 million and $4.2 million were recognized for the years ended December 31, 2024, 2023 and 2022 respectively, and are included in interest and other income in the consolidated statements of income.

(3) Real Estate Investments

(a) Acquisitions of Real Estate Interests

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

Property NameLocationApartment HomesEssex Ownership PercentageContract Price at Pro Rata Share
BEXAEW PortfolioCA and WA1,480100%$252.0(1)
Maxwell SunnyvaleCA75100%46.6(2)
ARLO Mountain ViewCA164100%101.1
Patina at MidtownCA269100%58.4(3)
Century TowersCA376100%86.8(4)
BEX II PortfolioCA871100%168.4(5)
BeaumontWA344100%136.1
Total acquisitions3,579$849.4

(1)In March 2024, the Company acquired its joint venture partner's 49.9% interest in the BEXAEW portfolio comprised of four communities for a total contract price of $505.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $219.9 million of debt. The Company recorded $138.3 million as a gain on remeasurement of co-investments and $1.5 million promote income from co-investments in the consolidated statements of income.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(2)In April 2024, the Company accepted the third-party sponsor’s common equity interest affiliated with its $14.7 million preferred equity investment. The community was consolidated on the Company’s financial statements at a $46.6 million valuation.

(3)In July 2024, the Company acquired its joint venture partner's 49.9% common equity interest in Patina at Midtown for a total purchase price of $117.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $95.0 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded $2.2 million as a gain on remeasurement of co-investments in the consolidated statements of income.

(4)In September 2024, the Company acquired its joint venture partner's 50% common equity interest in Century Towers for a total purchase price of $173.5 million on a gross basis. As part of the acquisition, the Company issued 81,737 OP Units at an agreed upon price of $305 per unit. Concurrent with the acquisition, the Company repaid $110.5 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded $29.4 million as a gain on remeasurement of co-investments in the consolidated statements of income.

(5)In October 2024, the Company acquired its joint venture partner’s 49.9% interest in the BEX II portfolio, comprised of four communities for a total contract price of $337.5 million on a gross basis. Concurrent with the acquisition, the Company assumed $95.0 million of debt. The Company recorded $40.6 million as a gain on remeasurement of co-investments in the consolidated statements of income.

The consolidated fair value of the acquisitions listed above was included on the Company’s consolidated balance sheets as follows: $231.6 million addition to land and land improvements, $1,178.0 million was included in buildings and improvements, $9.0 million addition to prepaid expenses and other assets, $26.3 million addition to real estate under development, and $106.0 million addition to mortgage notes payable. The fair value upon the acquisition of a controlling interest of a co-investment was determined using Level 2 inputs.

For the year ended December 31, 2023, the Company acquired an apartment community, Hacienda at Camarillo Oaks, consisting of 73 apartment homes for a total purchase price of $23.1 million. The consolidated fair value of the acquisition was included on the Company’s consolidated balance sheet as follows: $5.5 million addition to land and land improvements, $18.0 million addition to buildings and improvements, and a $0.1 million addition to prepaid expenses and other assets.

(b) Dispositions of Real Estate Interests

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

Property NameLocationApartment HomesSale Price at Pro Rata Share
Hillsdale GardenCA697$205.7(1)
Total dispositions697$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), resulting in a $175.6 million gain on sale of real estate and land in the consolidated statements of income.

For the year ended December 31, 2023, the Company sold an apartment community consisting of 239 apartment homes for $91.7 million, resulting in a gain on sale of $54.5 million. Additionally the Company sold land that had been held for future development, for $8.7 million and recognized a gain on sale of $4.7 million.

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

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(c) Co-investments

The Company has joint ventures which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. The co-investments typically own, operate, and develop apartment communities. Additionally, the Company has invested in five technology co-investments and as of December 31, 2024, the co-investment balance of these investments was $57.3 million and the aggregate commitment was $86.0 million.

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

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

Weighted Average Essex Ownership Percentage (1)December 31,
20242023
Ownership interest in:
Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2)54%$147,232$144,766
BEXAEW (3), BEX II (4), BEX IV and 500 Folsom50%146,142224,119
Other (5) (6)53%86,08968,493
Total operating and other co-investments, net379,463437,378
Total development co-investments—%—14,605
Total preferred equity co-investments (includes related party investments of $48.1 million and $42.7 million as of December 31, 2024 and 2023, respectively. See Note 6, Related Party Transactions, for further discussion)476,278544,262
Total co-investments, net$855,741$996,245

(1)Weighted average Company ownership percentages are as of December 31, 2024.

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

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

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

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

(6)As of December 31, 2024 the Company’s investment in Expo was classified as a liability of $2.0 million due to distributions received in excess of the Company’s investment. As of December 31, 2023 the Company’s investments in Expo and Century Towers were classified as a liability of $3.7 million due to distributions received in excess of the Company’s investment. The weighted average Essex ownership percentage excludes the Company’s investments in non-core technology co-investments which are carried at fair value.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

The combined summarized financial information of co-investments was as follows ($ in thousands):

December 31,
20242023
Combined balance sheets: (1)
Rental properties and real estate under development$4,094,826$5,123,164
Other assets277,420279,237
Total assets$4,372,246$5,402,401
Debt$3,001,303$3,622,609
Other liabilities235,111317,208
Equity1,135,8321,462,584
Total liabilities and equity$4,372,246$5,402,401
Year Ended December 31,
202420232022
Combined statements of income: (1)
Property revenues$390,850$409,910$373,074
Property operating expenses(154,245)(158,520)(140,175)
Net operating income236,605251,390232,899
Interest expense(142,601)(154,038)(100,913)
General and administrative(21,157)(20,594)(20,579)
Depreciation and amortization(167,875)(174,028)(164,186)
Net loss$(95,028)$(97,270)$(52,779)
Company’s share of net income (2)$48,206$10,561$26,030

(1)Includes preferred equity investments held by the Company and excludes investments in technology co-investments.

(2)Includes the Company’s share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $4.6 million, $7.6 million and $7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Operating Co-investments

As of December 31, 2024 and 2023, the Company, through several co-investments, owned 7,694 and 10,425 apartment homes, respectively, in operating communities. The Company’s book value of these co-investments was $379.5 million and $437.4 million as of December 31, 2024 and 2023, respectively.

Predevelopment and Development Co-investments

As of December 31, 2024 the Company did not have any projects in unconsolidated predevelopment or development communities. As of December 31, 2023, the Company, through its co-investments, owned 264 apartment homes in predevelopment and development communities. The Company’s book value of these co-investments was $14.6 million as of December 31, 2023.

Preferred Equity Investments

As of December 31, 2024 and 2023, the Company held preferred equity investment interests in several joint ventures which own real estate. The Company’s book value of these preferred equity investments was $476.3 million and $544.3 million as of December 31, 2024 and 2023, respectively, and is included in the co-investments line in the accompanying consolidated balance sheets.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

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

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

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

During 2022, the Company made commitments to fund $84.9 million of preferred equity investment in seven real estate ventures, including one with a related party. See Note 6, Related Party Transactions, for additional details. During 2022, the Company received cash proceeds of $132.6 million, including an early redemption fee of $0.9 million, for the full redemption of three preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.

(d) Real Estate under Development

The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. As of December 31, 2024, the Company’s development pipeline was comprised of various consolidated predevelopment projects, with total incurred costs of $52.7 million.

(4) Revenues

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by revenue source for the periods presented ($ in thousands):

Year Ended December 31,
202420232022
Rental income$1,735,411$1,636,070$1,573,368
Other property28,77422,19422,307
Management and other fees from affiliates10,26511,13111,139
Total revenues$1,774,450$1,669,395$1,606,814

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

Year Ended December 31,
202420232022
Southern California$744,004$682,116$646,252
Northern California677,393642,658615,677
Seattle Metro295,002282,092271,248
Other real estate assets (1)47,78651,39862,498
Total rental and other property revenues$1,764,185$1,658,264$1,595,675

(1)Other real estate assets consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line rent adjustments for concessions. Executive management does not evaluate such operating performance geographically.

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

Year Ended December 31,
202420232022
Same-property (1)$1,636,531$1,585,007$1,513,864
Acquisitions (2)58,1581,037—
Redevelopment6,5196,2325,765
Non-residential/other, net (3)62,99868,53181,604
Straight line rent concession (4)(21)(2,543)(5,558)
Total rental and other property revenues$1,764,185$1,658,264$1,595,675

(1)Properties that have comparable stabilized results as of January 1, 2023 and are consolidated by the Company for the years ended December 31, 2024, 2023 and 2022. A community is considered to have reached stabilized operations once it achieves an initial occupancy of 90%.

(2)Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2023.

(3)Non-residential/other, net consists of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, student housing, properties undergoing significant construction activities that do not meet our redevelopment criteria, and two communities located in the California counties of Santa Barbara, and Santa Cruz, which the Company does not consider its core markets.

(4)Represents straight-line concessions for residential operating communities. Same-property revenues reflect concessions on a cash basis. Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S. GAAP.

Deferred Revenues and Remaining Performance Obligations

When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. The total deferred revenue balance related to such contracts was $0.3 million and $1.0 million as of December 31, 2024 and 2023, respectively, and was included in accounts payable and accrued liabilities within the consolidated balance sheets. The amount of revenue recognized for the year ended December 31, 2024 that was included in the December 31, 2023 deferred revenue balance was $0.7 million, which was included in rental and other property revenue within the consolidated statements of income and comprehensive income.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue recognition accounting standard. As of December 31, 2024, the Company had $0.3 million of remaining performance obligations. The Company expects to recognize approximately 36% of these remaining performance obligations in 2025 and the remaining 64% through 2027.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

(5) Notes and Other Receivables

Notes and other receivables consisted of the following as of December 31, 2024 and 2023 ($ in thousands):

December 31,
20242023
Note receivable, secured, bearing interest at 11.50%, due November 2024 (Originated November 2020)$—$37,582
Note receivable, secured, bearing interest at 9.00%, due October 2026 (Originated October 2021)60,53850,146
Note receivable, secured, bearing interest at 12.00%, due January 2025 (Originated August 2022)3,16711,743
Note receivable, secured, bearing interest at 11.25%, due October 2027 (Originated October 2022)39,18734,929
Receivable from preferred equity investment sponsor (1)72,002—
Other receivables from affiliates5,6466,111
Straight line rent receivables (2)9,2359,353
Other receivables17,46025,444
Allowance for credit losses(529)(687)
Total notes and other receivables$206,706$174,621

(1) In the fourth quarter of 2024, the Company repaid a $72.0 million senior mortgage associated with a preferred equity investment in a stabilized apartment home community located in Oakland, CA and concurrently recorded a receivable from the sponsor of the investment, for which the Company did not accrue interest on. The Company subsequently issued a default notice and assumed full managerial control in January 2025. See Note 18, Subsequent Events, for additional details.

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

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

Mezzanine LoansBridge LoansTotal
Balance as of December 31, 2021$671$85$756
Provision for credit losses(337)(85)(422)
Balance as of December 31, 2022$334$—$334
Provision for credit losses353—353
Balance as of December 31, 2023$687$—$687
Provision for credit losses(158)—(158)
Balance as of December 31, 2024$529$—$529

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(6) Related Party Transactions

The Company has adopted written related party transaction guidelines that are intended to cover transactions in which the Company (including entities it controls) is a party and in which any “related person” has a direct or indirect interest. A “related person” means any person who is or was (since the beginning of the last fiscal year) a Company director, director nominee, or executive officer, any beneficial owner of more than 5% of the Company’s outstanding common stock, and any immediate family member of any of the foregoing persons. A related person may be considered to have an indirect interest in a transaction if he or she (i) is an owner, director, officer or employee of or otherwise associated with another company that is engaging in a transaction with the Company, or (ii) otherwise, through one or more entities or arrangements, has an indirect financial interest in or personal benefit from the transaction.

The related person transaction review and approval process is intended to determine, among any other relevant issues, the dollar amount involved in the transaction; the nature and value of any related person’s direct or indirect interest (if any) in the transaction; and whether or not (i) a related person’s interest is material, (ii) the transaction is fair, reasonable, and serves the best interest of the Company and its shareholders, and (iii) whether the transaction or relationship should be entered into, continued or ended.

The Company’s Chairman and founder, Mr. George M. Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. (“MMI”), a national brokerage firm listed on the New York Stock Exchange. For the years ended December 31, 2024, 2023 and 2022, the Company did not pay brokerage commissions related to real estate transactions to MMI and its affiliates.

The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $11.1 million, $12.7 million, and $14.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $0.8 million, $1.8 million, and $3.0 million against general and administrative expenses for the years ended December 31, 2024, 2023 and 2022, respectively.

As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of December 31, 2024 and 2023, $5.6 million and $6.1 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the consolidated balance sheets.

In April 2024, the Company funded a $53.6 million related party bridge loan to BEX II in connection with the payoff of a mortgage associated with one of BEX II’s properties located in Southern California. The note receivable accrued interest at SOFR plus 1.50% and was scheduled to mature in September 2024. In September 2024, the maturity date of the loan was extended to October 2024 and settled following the purchase of the BEX II portfolio in October 2024.

In August 2022, the Company funded an $11.2 million preferred equity investment in an entity whose sponsor includes an affiliate of MMC. The entity owns three multifamily communities located in Azusa, CA. The investment accrues interest based on a 9.5% preferred return and is scheduled to mature in August 2027.

In February 2022, the Company provided a $32.8 million related party bridge loan to BEX II in connection with the payoff of a debt related to one of its properties located in Southern California. The note receivable was scheduled to mature in March 2022, but was subsequently paid off in April 2022.

In January 2022, the Company provided a $100.7 million related party bridge loan to Wesco VI in connection with the acquisition of Vela. The note receivable accrued interest at 2.64% and was scheduled to mature in February 2022, but was paid off in January 2022. Additionally, the Company received cash of $121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI as detailed below.

In November 2021, the Company provided a $48.4 million related party bridge loan in connection with the purchase of an interest in a single asset entity owning an apartment home community in Vista, CA. The note receivable accrued interest at 2.36% and was scheduled to mature in February 2022 but was paid off in January 2022.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

In November 2021, the Company provided a $61.9 million related party bridge loan to Wesco VI in connection with the acquisition of The Rexford. The note receivable accrued interest at 2.36% and was scheduled to mature in February 2022, but was paid off in January 2022.

In October 2021, the Company provided a $30.3 million related party bridge loan to Wesco VI in connection with the acquisition of Monterra in Mill Creek. The note receivable accrued interest at 2.30% and was scheduled to mature in April 2022, but was paid off in January 2022.

In September 2021, the Company provided a $29.2 million related party bridge loan to Wesco VI in connection with the acquisition of Martha Lake Apartments. The note receivable accrued interest at 2.15% and was scheduled to mature in December 2021. In December 2021, the maturity date of the note receivable was extended to March 2022, and in January 2022, the note receivable was paid off.

In February 2019, the Company funded a $24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA. The investment initially accrued interest based on an 11.0% preferred return which was reduced to 9.0% upon completion and lease-up of the project. The investment was scheduled to mature in February 2024, but was paid off in December 2023.

In October 2018, the Company funded an $18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268-unit apartment home community development located in Burlingame, CA. The investment initially accrued interest based on a 12.0% preferred return which was reduced to 9.0% upon completion and lease-up of the project. In April 2023, the investment’s maturity date was extended from April 2024 to May 2026 with the investment accruing interest based on an 11.0% preferred return. In April 2023, the Company received cash of $11.2 million for the partial redemption of this preferred equity investment.

In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400-unit apartment home community located in Ventura, CA. The investment accrued interest based on a 10.25% initial preferred return. The investment was scheduled to mature in May 2023. In November 2021, the Company received cash of $18.3 million for the partial redemption of this preferred equity investment resulting in a remaining total commitment of $13.0 million, and the maturity was extended to December 2028. As of December 31, 2024, $11.0 million of this commitment was funded and the Company accrues interest based on a 9.0% preferred return. The remaining unfunded commitment of $2.0 million expired in November 2024.

(7) Unsecured Debt

Essex does not have indebtedness as debt is incurred by the Operating Partnership. Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of the facilities.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Unsecured debt consisted of the following as of December 31, 2024 and 2023 ($ in thousands):

Weighted Average Maturity In Years as of December 31, 2024
December 31,
20242023
Term loan - variable rate, net (1)$298,571$298,5522.8
Bonds public offering - fixed rate, net5,175,2175,019,9797.0
Unsecured debt, net (2)5,473,7885,318,531
Lines of credit (3)137,945—N/A
Total unsecured debt$5,611,733$5,318,531
Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering3.4%3.3%
Weighted average interest rate on variable rate term loan4.2%4.2%
Weighted average interest rate on lines of credit5.7%6.3%

(1)In October 2022, the Operating Partnership obtained a $300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85% with an original maturity date of October 2024 with three 12-month extension options, exercisable at the Company’s option. In September 2024, the Company exercised its first option, extending the maturity date to October 2025. This loan has been swapped to an all-in fixed rate of 4.2% and the swap has a termination date of October 2026. In April 2023, the Company drew down the $300.0 million unsecured term loan and in May 2023 used the proceeds to repay the Company’s $300.0 million unsecured notes due in May 2023.

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

(3)Lines of credit, related to the Company’s two lines of unsecured credit aggregating $1.28 billion, excludes unamortized debt issuance costs of $6.2 million and $3.8 million as of December 31, 2024 and 2023, respectively. These debt issuance costs are included in prepaid expenses and other assets in the consolidated balance sheets. As of December 31, 2024, the Company’s $1.2 billion credit facility had an interest rate at the Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature, and a scheduled maturity of January 2029 with two six-month extension options, exercisable at the Company’s option. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029. As of December 31, 2024, the Company’s $75.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature. Prior to its maturity in July 2024 the line of credit facility was amended such that the line’s capacity was increased from $35.0 million to $75.0 million and the scheduled maturity date was extended to July 2026.

In March 2024, the Operating Partnership issued $350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500% per annum (the “2034 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752% of the principal amount. In May 2024, the Company repaid its $400.0 million unsecured notes, due May 1, 2024, at maturity. In August 2024, the Operating Partnership issued an additional $200.0 million of the 2034 Notes at a price of 102.871% of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110% per annum. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2034 Notes, net of discount and debt issuance costs, was $549.8 million and zero, respectively.

In June 2021, the Operating Partnership issued $300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550% per annum (the “June 2031 Notes”), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021. The June 2031 Notes were offered to investors at a price of 99.367% of par value. The June 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375% senior unsecured notes due January 2023, and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the June 2031 Notes, net of discount and debt issuance costs, was $297.1 million and $296.7 million, respectively.

In March 2021, the Operating Partnership issued $450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700% per annum (the “2028 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021. The 2028 Notes were offered to investors at a price of 99.423% of par value. The 2028 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $447.2 million and $446.3 million, respectively.

In February 2020, the Operating Partnership issued $500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650% (the “2032 Notes”), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020. The 2032 Notes were offered to investors at a price of 99.628% of par value. The 2032 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB’s 45.0% joint venture interests, as well as repay $100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $150.0 million of the 2032 Notes at a price of 105.660% of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093%. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company’s unsecured credit facilities and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2032 Notes, net of premiums and debt issuance costs, was $650.6 million and $650.7 million respectively.

In August 2020, the Operating Partnership issued $600.0 million of senior unsecured notes, consisting of $300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650% (the “January 2031 Notes”) and $300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650% (the “2050 Notes” and together with the January 2031 Notes, the “Notes”). The January 2031 Notes were offered to investors at a price of 99.035% of par value and the 2050 Notes at 99.691% of par value. Interest is payable on the January 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021. The Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $300.0 million aggregate principal amount of its outstanding 3.625% senior unsecured notes due August 2022, and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, the carrying value of the January 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $296.7 million and $296.1 million, respectively as of December 31, 2024, and $296.1 million and $296.0 million, respectively as of December 31, 2023.

In August 2019, the Operating Partnership issued $400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000% per annum (the “2030 Notes”), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020. The 2030 Notes were offered to investors at a price of 98.632% of the principal amount thereof. The 2030 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In October 2019, the Operating Partnership issued an additional $150.0 million of the 2030 notes at a price of 101.685% of the principal amount thereof. These additional notes have substantially identical terms as the 2030 Notes issued in August 2019. The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $546.2 million and $545.5 million, respectively.

In February 2019, the Operating Partnership issued $350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000% per annum (the “2029 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188% of the principal amount thereof. The 2029 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In March 2019, the Operating Partnership issued an additional $150.0 million of the 2029 Notes at a price of 100.717% of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2029 Notes, net of discount and debt issuance costs was $497.3 million and $496.7 million, respectively.

In March 2018, the Operating Partnership issued $300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500% per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the “2048 Notes”). The 2048 Notes were offered to investors at a price of 99.591% of par value. The 2048 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2048 Notes, net of discount and debt issuance costs was $296.4 million and $296.2 million, respectively.

In April 2017, the Operating Partnership issued $350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625% per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the “2027 Notes”). The 2027 Notes were offered to investors at a price of 99.423% of par value. The 2027 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2027 Notes, net of discount and debt issuance costs was $348.8 million and $348.3 million, respectively.

In April 2016, the Operating Partnership issued $450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375% per annum and are payable on April 15 and October 15 of each year, beginning October 15, 2016 (the “2026 Notes”). The 2026 Notes were offered to investors at a price of 99.386% of par value. The 2026 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $449.1 million and $448.4 million, respectively.

In March 2015, the Operating Partnership issued $500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5% per annum and are payable on April 1 and October 1 of each year, beginning October 1, 2015 (the “2025 Notes”). The 2025 Notes were offered to investors at a price of 99.747% of par value. The 2025 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $499.9 million and $499.3 million, respectively.

In April 2014, the Operating Partnership issued $400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875% per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2014 (the “2024 Notes”). The 2024 Notes were offered to investors at a price of 99.234% of par value. The 2024 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

included in the line “Bonds public offering-fixed rate” in the table above. These notes were paid off at maturity, and as of December 31, 2024, had no amount outstanding. As of December 31, 2023, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $399.8 million.

In April 2013, the Operating Partnership issued $300.0 million of senior unsecured notes due on May 1, 2023 with a coupon rate of 3.25% per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2013 (the “2023 Notes”). The 2023 Notes were offered to investors at a price of 99.152% of par value. The 2023 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above. These notes were paid off at maturity, and had no amount outstanding as of December 31, 2024 and 2023, respectively.

The following is a summary of the Company’s senior unsecured notes as of December 31, 2024 and 2023 ($ in thousands):

December 31,
Maturity20242023Coupon Rate
May 2024$—$400,0003.875%
April 2025500,000500,0003.500%
April 2026450,000450,0003.375%
May 2027350,000350,0003.625%
March 2028450,000450,0001.700%
March 2029500,000500,0004.000%
January 2030550,000550,0003.000%
January 2031300,000300,0001.650%
June 2031300,000300,0002.550%
March 2032650,000650,0002.650%
April 2034550,000—5.500%
March 2048300,000300,0004.500%
September 2050300,000300,0002.650%
$5,200,000$5,050,000

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

2025$500,000
2026450,000
2027650,000
2028450,000
2029500,000
Thereafter2,950,000
$5,500,000

As of December 31, 2024, the Company had two unsecured lines of credit aggregating $1.28 billion, including a $1.2 billion unsecured line of credit and a $75.0 million working capital unsecured line of credit.

As of December 31, 2024 and 2023, there was $75.0 million and no amount outstanding on the $1.2 billion unsecured line of credit, respectively. As of December 31, 2024 this credit facility had a scheduled maturity date of January 2029 with two six-month extension options, exercisable at the Company’s option. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029. The underlying interest rate on the line is based on a tiered rate structure tied to the

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

As of December 31, 2024 and 2023, there was $62.9 million and no amount outstanding on the Company’s $75.0 million working capital unsecured line of credit, respectively. As of December 31, 2024, the line of credit facility had a scheduled maturity date of July 2026. Prior to its maturity in July 2024 the line of credit facility was amended such that the line’s capacity was increased from $35.0 million to $75.0 million and the scheduled maturity date was extended to July 2026. The underlying interest rate on this line is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the facility’s sustainability metric adjustment feature, and is at the Adjusted SOFR plus 0.765%.

The Company’s unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the debt covenants as of December 31, 2024 and 2023.

(8) Mortgage Notes Payable

Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consisted of the following as of December 31, 2024 and 2023 ($ in thousands):

December 31,
20242023
Fixed rate mortgage notes payable$674,092$665,711
Variable rate mortgage notes payable (1)315,792221,493
Total mortgage notes payable (2)$989,884$887,204
Number of properties securing mortgage notes1915
Remaining terms1-22 years1-23 years
Weighted average interest rate4.2%4.3%

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

2025$144,054
2026194,405
2027153,955
202868,332
20291,456
Thereafter430,481
$992,683

(1)Variable rate mortgage notes payable, including $220.8 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 4.2% as of December 2024 and 4.6% as of December 2023) including credit enhancement and underwriting fees. Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20% of the apartment homes are subject to tenant income criteria. Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria. Principal balances are due in full at various maturity dates from April 2026 through December 2046. The Company had no interest rate cap agreements as of December 31, 2024 and 2023, respectively.

(2)In October 2024, the Company assumed $95.0 million of variable rate secured loans as part of its acquisition of its joint venture partner’s interests in the BEX II portfolio. Includes total unamortized discount, net of premiums, of $0.2 million and total unamortized premiums, net of discount, of $0.5 million and reduced by unamortized debt issuance costs of $2.6 million and $3.1 million as of December 31, 2024 and 2023, respectively.

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

For the Company’s mortgage notes payable as of December 31, 2024, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $3.5 million and $0.3 million, respectively. Repayment of debt before the scheduled maturity date could result in prepayment penalties. The prepayment penalty on the majority of the Company’s mortgage notes payable are computed by the greater of (a) 1% of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S. treasury security which generally has an equivalent remaining term as the mortgage note.

(9) Derivative Instruments and Hedging Activities

The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In October 2024, the Company acquired its joint venture partner’s interest in the BEX II portfolio and assumed $95.0 million of variable rate mortgage notes payable with one interest rate swap that effectively converts $47.5 million to an all-in fixed rate of 2.83%. This variable rate mortgage notes payable matures in April 2026 with one 12-month extension option, exercisable at the Company’s option and the swap has a termination date of March 2026. This derivative qualifies for hedge accounting.

In September 2022, the Company entered into one forward starting interest rate swap, with settlement payments commencing in May 2023, related to the $300.0 million unsecured term loan entered into in October 2022. In April 2023, the Company drew down the $300.0 million term loan priced at Adjusted SOFR plus 0.85%, which has been swapped to an all-in fixed rate of 4.2%. The term loan matures in October 2025 with two 12-month extension options, each exercisable at the Company’s option and the swap has a termination date of October 2026. This derivative qualifies for hedge accounting. As of December 31, 2024 and 2023, the Company had an outstanding balance on the unsecured term loan of $300.0 million.

As of December 31, 2024 and 2023, the aggregate carrying value of the interest rate swap contracts was an asset of $5.5 million and $4.3 million, respectively, included in prepaid expenses and other assets in the consolidated balance sheets.

The Company has four total return swap contracts, with an aggregate notional amount of $220.8 million that effectively convert mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index (“SIFMA”) plus a spread. The Company can currently settle all four total return swaps with $220.8 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2024 and 2023, respectively. The Company’s total return swaps are scheduled to mature between December 2027 and December 2034. Realized gains of $3.1 million, $3.1 million, and $7.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, were reported in the consolidated statements of income as total return swap income.

(10) Lease Agreements - Company as Lessor

As of December 31, 2024, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, two commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases.

Although the majority of the Company’s apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the offered rate or gives notice not to renew, the lease will be automatically renewed for a successive, like term up to a maximum of 12 months. Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space or a lease-break fee specified in the lease agreement. Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term. The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal. Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space.

The Company’s apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.

A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2024 is summarized as follows ($ in thousands):

Future Minimum Rent
2025$853,544
202626,058
202716,788
202814,623
202911,766
Thereafter15,826
$938,605

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

(11) Lease Agreements - Company as Lessee

As of December 31, 2024, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties, and equipment. The Company has four office leases with lease expiration dates ranging from 2025 to 2026, and seven ground leases and the parking lease with lease expiration dates ranging from to 2027 to 2083. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.

A majority of the Company’s ground leases and the parking lease are subject to changes in the Consumer Price Index (“CPI”). Furthermore, certain of the Company’s ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

As of December 31, 2024 and 2023, the Company had no material finance leases.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Supplemental consolidated balance sheet information related to leases as of December 31, 2024 and 2023 was as follows ($ in thousands):

December 31,
20242023
Assets
Operating lease right-of-use assets$51,556$63,757
Total leased assets$51,556$63,757
Liabilities
Operating lease liabilities$52,473$65,091
Total lease liabilities$52,473$65,091

The components of lease expense for the years ended December 31, 2024, 2023 and 2022 were as follows ($ in thousands):

Year Ended December 31,
202420232022
Operating lease cost$6,480$6,789$6,697
Variable lease cost1,9801,9611,750
Short-term lease cost183186204
Sublease income(560)(500)(418)
Total lease cost$8,083$8,436$8,233

A maturity analysis of lease liabilities as of December 31, 2024 is as follows ($ in thousands):

Operating Leases
2025$6,408
20264,556
20272,942
20282,623
20292,609
Thereafter105,932
Total lease payments$125,070
Less: Imputed interest(72,597)
Present value of lease liabilities$52,473

Lease term and discount rate information for leases as of December 31, 2024 and 2023 was as follows:

December 31,
20242023
Weighted-average of remaining lease terms (years)
Operating Leases4140
Weighted-average of discount rates
Operating Leases5.04%5.03%

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Practical Expedients

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

The Company has elected to account for lease components (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component as the lease components are the predominant elements of the combined components.

(12) Equity Transactions

At-the-market Equity Program

In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may, at its discretion, offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the “2024 ATM Program”). The Company may also enter into forward sales agreements of its common stock, set the price, and defer receipt of proceeds until a later date. The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the “2021 ATM Program”), which was terminated upon the establishment of the 2024 ATM Program.

For the years ended December 31, 2024 and 2023, the Company did not sell any shares of its common stock through either agreement. As of December 31, 2024 a total of $900.0 million of shares remain available to be sold.

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

As of December 31, 2024 and 2023, the Operating Partnership had outstanding 2,263,756 and 2,161,175 OP Units respectively. As of December 31, 2024 and 2023 the Operating Partnership had 67,495 and 97,637 vested LTIP units respectively. The Operating Partnership’s general partner, Essex, owned 96.5% and 96.6% of the partnership interests in the Operating Partnership as of December 31, 2024 and 2023, respectively, and Essex is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner’s notice of redemption. Essex has generally acquired OP Units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity.

LTIP units represent interests in the Operating Partnership for services rendered or to be rendered by the LTIP unitholder in its capacity as a partner, or in anticipation of becoming a partner, in the Operating Partnership. Upon the occurrence of specified events, LTIP units may over time achieve full parity with common units of the Operating Partnership for all purposes. Upon achieving full parity, LTIP units will be exchanged for an equal number of the OP Units.

The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was $665.4 million and $560.0 million based on the closing price of Essex’s common stock as of December 31, 2024 and 2023, respectively.

In September 2024, as part of the acquisition of its joint venture partner’s 50% common equity interest in Century Towers, the Company issued 81,737 OP Units at an agreed upon price of $305 per unit. See Note 3, Real Estate Investments, for additional details.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

Essex Property Trust, Inc.

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

Year Ended December 31,
202420232022
IncomeWeighted- average Common SharesPer Common Share AmountIncomeWeighted- average Common SharesPer Common Share AmountIncomeWeighted- average Common SharesPer Common Share Amount
Basic:
Net income available to common stockholders$741,52264,228,356$11.55$405,82564,252,232$6.32$408,31565,079,764$6.27
Effect of dilutive securities
Stock options—22,878—1,153—18,422
Diluted:
Net income available to common stockholders$741,52264,251,234$11.54$405,82564,253,385$6.32$408,31565,098,186$6.27

The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,282,675, 2,261,071 and 2,276,341, which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2024, 2023 and 2022, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $26.4 million, $14.3 million and $14.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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

Essex Portfolio, L.P.

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

Year Ended December 31,
202420232022
IncomeWeighted- average Common UnitsPer Common Unit AmountIncomeWeighted- average Common UnitsPer Common Unit AmountIncomeWeighted- average Common UnitsPer Common Unit Amount
Basic:
Net income available to common unitholders$767,93666,511,030$11.55$420,10966,513,303$6.32$422,61267,356,105$6.27
Effect of dilutive securities
Stock options—22,878—1,153—18,422
Diluted:
Net income available to common unitholders$767,93666,533,908$11.54$420,10966,514,456$6.32$422,61267,374,527$6.27

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

(14) Equity Based Compensation Plans

2018 Plan

In May 2018, stockholders approved the Company’s 2018 Stock Award and Incentive Compensation Plan (“2018 Plan”). The 2018 Plan serves as the successor to the Company’s 2013 Stock Incentive Plan (the “2013 Plan”) with administration authority granted to the Company’s Compensation Committee. The Company’s 2018 Plan provides incentives to attract and retain officers, directors and key employees. The 2018 Plan provides for the grant of stock-based awards to employees, directors and consultants of the Company and its affiliates. The aggregate number of shares of common stock available for issuance pursuant to awards granted under the 2018 Plan is 2,000,000 shares, plus the number of shares authorized for grants and available for issuance under the 2013 Plan as of the effective date of the 2018 Plan and the number of shares subject to outstanding awards under the 2013 Plan that are forfeited or otherwise not issued under such awards. No further awards will be granted under the 2013 Plan and the shares that remained available for future issuance under the 2013 Plan as of the effective date of the 2018 Plan will be available for issuance under the 2018 Plan.

Costs for stock options and restricted stock awards under the fair value method totaled $7.7 million, $12.1 million, and $11.4 million for years ended December 31, 2024, 2023 and 2022, respectively. For each of the years ended December 31, 2023, and 2022 costs included $3.5 million related to restricted stock awards for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively. Stock-based compensation expense from stock options and restricted stock awards issued to recipients who are direct and incremental to projects under development were capitalized and totaled $0.5 million, $0.6 million, and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. The intrinsic value of stock options exercised totaled $4.5 million, zero, and $7.6 million, for the years ended December 31, 2024, 2023 and 2022 respectively. The intrinsic value of stock options exercisable totaled $9.5 million and $4.5 million as of December 31, 2024 and 2023, respectively.

Restricted stock awards

The Company estimates the fair value of restricted stock awards on the grant date using a Monte Carlo simulation based upon total shareholder return metrics, the trailing 20-day average stock price, dividend yields and expected volatility rates. Stock-based compensation expense for restricted stock awards having performance-based conditions is recognized over the requisite service period when the conditions become probable of achievement. Service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

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

Year Ended December 31,
202420232022
SharesWeighted- average grant date fair valueSharesWeighted- average grant date fair valueSharesWeighted- average grant date fair value
Unvested at beginning of year101,701$197.22182,915$222.90159,401$251.03
Granted52,300212.022,315220.4072,838215.73
Vested(24,002)187.32(37,075)247.07(44,945)306.25
Forfeited and canceled(28,070)182.25(46,454)259.71(4,379)272.12
Unvested at end of year101,929$211.27101,701$197.22182,915$222.90

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

Stock option awards

The Company estimates the fair value of stock option grants on the date of grant using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Stock options are granted with an exercise price not less than 100% of the estimated fair value of the shares on the date of grant and generally have a contractual life of 10 years. Awards subject to service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

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

The average fair value of stock options granted for the years ended December 31, 2023 and 2022 was $21.24 and $23.39, respectively. No stock options were granted during the year ended December 31, 2024. Stock options granted in 2023 and 2022 include a $100 cap on the appreciation of the market price over the exercise price. Stock options have the following weighted average assumptions:

202420232022
Stock price$—$216.31$245.17
Risk-free interest rates—4.06%3.50%
Expected lives—6 years6 years
Volatility—36.00%27.98%
Dividend yield—3.30%3.06%

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

Year Ended December 31,
202420232022
OptionsWeighted- average exercise priceOptionsWeighted- average exercise priceOptionsWeighted- average exercise price
Outstanding at beginning of year530,812$273.51487,446$279.46463,863$284.82
Granted——49,908216.31111,757245.17
Exercised(56,304)218.68——(76,246)245.43
Forfeited and canceled(3,125)266.21(6,542)280.21(11,928)281.19
Outstanding at end of year471,383$280.11530,812$273.51487,446$279.46
Exercisable at year end453,240$282.73417,739$282.30293,377$285.76

Long-Term Incentive Plans

2015 Plan

In December 2014, the Operating Partnership issued 2015 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards that are subject to vesting, vested at 20% per year on each of the first five anniversaries of the initial grant date. The performance conditions measurement ended in December 2015 with unearned awards automatically forfeit. Additional awards were granted subject only to performance-based criteria and were fully vested on the date granted. Awards are convertible one-for-one into OP Units which, in turn, are convertible into common stock of the Company.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

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

2014 Plan

In December 2013, the Operating Partnership issued 2014 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards vested at 25% per year on each of the first four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the performance-based awards were earned by the recipients, subject to satisfaction of service-based vesting conditions. Awards are convertible one-for-one into OP Units which, in turn, are convertible into common stock of the Company.

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

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

Total Vested and Outstanding UnitsWeighted- average Grant-date Fair Value
Balance as of December 31, 2022106,137$84.47
Converted(8,500)
Balance as of December 31, 202397,637$86.16
Converted(30,142)
Balance as of December 31, 202467,495$85.80

Equity-based compensation costs and total unrecognized compensation costs for 2015 and 2014 Plan awards under the fair value method totaled zero for the years ended December 31, 2024, 2023 and 2022. The intrinsic value of vested awards totaled $19.3 million as of December 31, 2024.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(15) Segment Information

The Company’s segment disclosures present the measure used by the chief operating decision maker (“CODM”) for purposes of assessing each segment’s performance. The Company’s CODM is a group comprised of its Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, and Chief Investment Officer, who use net operating income (“NOI”) to assess the performance of the business for the Company’s reportable operating segments. NOI represents total property revenues less direct property operating expenses.

The CODM evaluates the Company’s operating performance geographically. The Company defines its reportable operating segments as the three geographical regions in which its communities are located: Southern California, Northern California and Seattle Metro.

Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income (loss). Non-segment revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule also consist of revenues generated from retail space, commercial properties, held for sale properties and disposition properties. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2024, 2023 and 2022 ($ in thousands):

Year Ended December 31,
202420232022
Rental and other property revenue (1)Property operating expenses, including real estate taxesNet operating incomeRental and other property revenue (1)Property operating expenses, including real estate taxesNet operating incomeRental and other property revenue (1)Property operating expenses, including real estate taxesNet operating income
Southern California$744,004$216,355$527,649$682,116$199,103$483,013$646,252$186,490$459,762
Northern California677,393207,484469,909642,658193,161449,497615,677185,403430,274
Seattle Metro295,00287,144207,858282,09280,864201,228271,24880,018191,230
Other real estate assets (2)47,7868,54339,24351,39812,35139,04762,49815,35847,140
Total$1,764,185$519,526$1,244,659$1,658,264$485,479$1,172,785$1,595,675$467,269$1,128,406
Total net operating income$1,244,659$1,172,785$1,128,406
Management and other fees from affiliates10,26511,13111,139
Corporate-level property management expenses(48,218)(45,872)(40,704)
Depreciation and amortization(580,220)(548,438)(539,319)
General and administrative(98,902)(63,474)(56,577)
Expensed acquisition and investment related costs(72)(595)(2,132)
Casualty loss—(433)—
Gain on sale of real estate and land175,58359,23894,416
Interest expense(235,529)(212,905)(204,798)
Total return swap income3,0993,1487,907
Interest and other income (loss)80,95146,259(19,040)
Equity income from co-investments48,20610,56126,030
Tax benefit (expense) on unconsolidated co-investments929(697)10,236
Loss on early retirement of debt, net——(2)
Gain on remeasurement of co-investments210,555—17,423
Net income$811,306$430,708$432,985

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

(2) Other real estate assets consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line rent adjustments for concessions. Executive management does not evaluate such operating performance geographically.

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

Total assets for each of the reportable operating segments as of December 31, 2024 and 2023 are summarized as follows ($ in thousands):

December 31,
20242023
Assets:
Southern California$4,290,547$3,763,745
Northern California5,501,1605,124,987
Seattle Metro1,460,8651,316,421
Other real estate assets (1)186,328265,139
Net reportable operating segments - real estate assets11,438,90010,470,292
Real estate under development52,68223,724
Co-investments935,0141,061,733
Cash and cash equivalents, including restricted cash75,846400,334
Marketable securities69,79487,795
Notes and other receivables206,706174,621
Operating lease right-of-use assets51,55663,757
Prepaid expenses and other assets96,86179,171
Total assets$12,927,359$12,361,427

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

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Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

(16) 401(k) Plan

The Company has a 401(k) benefit plan (the “Plan”) for all eligible employees. Employee contributions are limited by the maximum allowed under Section 401(k) of the Internal Revenue Code. The Company matches 50% of the employee contributions up to a specified maximum. Company contributions to the Plan were $3.8 million, $3.8 million, and $3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(17) Commitments and Contingencies

The Company’s total minimum lease payment commitments, underground leases, parking leases, and operating leases are disclosed in Note 11, Lease Agreements - Company as Lessee.

To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the financial statements, the Company will disclose the estimated range of possible outcomes associated with it and, if an outcome is probable, accrue an appropriate liability for that matter. The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, the impairment will be recognized.

The Company cannot determine the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company. No assurance can be given that: existing environmental assessments conducted with respect to any of these communities have revealed all environmental conditions or potential liabilities associated with such conditions; any prior owner or operator of a property did not create any material environmental condition not known to the Company; or a material unknown environmental condition does not otherwise exist as to any one or more of the communities. The Company has limited insurance coverage for some of the types of environmental conditions and associated liabilities described above.

The Company has entered into transactions that may require the Company to pay the tax liabilities of the partners or members in the Operating Partnership or in the DownREIT entities. These transactions are within the Company’s control. Although the Company intends to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, if the Company were to sell the contributed assets, the tax liabilities incurred may have a material impact on the Company’s financial position.

There continue to be lawsuits against owners and managers of certain of the Company’s apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of December 31, 2024, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.

The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”). Through PWI, the Company is self-insured for earthquake related losses. Additionally, PWI provides property and casualty insurance coverage for the first $5.0 million of the Company’s property level insurance claims per incident. As of December 31, 2024, PWI had cash and marketable securities of $98.9 million. These assets were consolidated in the Company’s financial statements. The Company has obtained limited third party seismic insurance on selected assets in the Company’s co-investments.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023, and 2022

A number of purported class actions were filed against RealPage, Inc., a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company. The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels. The Company intends to vigorously defend against these lawsuits. The Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters. The Company is also subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations. The Company believes that, with respect to such matters that it is currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations or cash flows. To the extent that such a matter arises or is identified in the future that has other than a remote risk of having a material impact on the consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter. The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, impairment will be recognized.

(18) Subsequent Events

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

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

In February 2025, the Company issued $400.0 million aggregate principal amount of senior unsecured notes due April 1, 2035. The notes are priced at 99.60% of par value with interest payable semiannually at a per annum rate of 5.375% with the first interest payment due October 1, 2025.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Encumbered communities
Belmont Station275Los Angeles, CA$29,312$8,100$66,666$11,218$8,267$77,717$85,984$(45,182)2009Mar-093-30
Bridgeport184Newark, CA29,60011,82552,2689511,82552,36364,188(382)1987Oct-243-30
Brio300Walnut Creek, CA87,98316,885151,7415,35016,885157,091173,976(32,715)2015Jun-193-30
Fountain Park705Playa Vista, CA82,95625,07394,98049,00425,203143,854169,057(103,524)2002Feb-043-30
Highridge255Rancho Palos Verdes, CA69,4875,41918,34740,5016,07358,19464,267(49,226)1972May-973-30
Hillsborough Park235La Habra, CA41,30013,38185,33212313,38185,45598,836(616)1999Oct-243-30
Lawrence Station336Sunnyvale, CA76,88645,532106,7358,03845,532114,773160,305(46,829)2012Apr-145-30
Magnolia Square/Magnolia Lane (2)188Sunnyvale, CA52,4338,19024,73619,8838,19144,61852,809(32,664)1963Sep-073-30
Marquis166San Jose, CA45,29720,49547,8233,04920,49550,87271,367(10,558)2015Dec-183-30
Paragon301Fremont, CA59,20032,23077,3205,37532,23082,695114,925(30,090)2013Jul-143-30
Sage at Cupertino230San Jose, CA51,88635,71953,44915,66835,71969,117104,836(23,624)1971Mar-173-30
The Barkley (3)161Anaheim, CA14,941—8,5209,6392,35315,80618,159(13,716)1984Apr-003-30
The Carlyle132San Jose, CA24,1006,34448,0862026,34448,28854,632(351)2000Oct-243-30
The Commons264Campbell, CA57,73412,55529,30713,50512,55642,81155,367(24,527)1973Jul-103-30
The Dylan184West Hollywood, CA56,81519,98482,2865,47819,99087,758107,748(30,333)2015Mar-153-30
The Galloway506Pleasanton, CA102,89032,966184,4999,15932,966193,658226,624(35,244)2016Jan-203-30
The Huxley187West Hollywood, CA51,71019,36275,6417,44819,37183,080102,451(28,514)2014Mar-153-30
Township132Redwood City, CA44,35319,81270,6192,85419,81273,47393,285(14,052)2014Sep-193-30
4,741$978,883$333,872$1,278,355$206,589$337,193$1,481,623$1,818,816$(522,147)
Unencumbered Communities
Agora49Walnut Creek, CA—4,93260,4232,5514,93462,97267,906(10,873)2016Jan-203-30
Alessio624Los Angeles, CA—32,136128,54326,92032,136155,463187,599(64,587)2001Apr-145-30
Allegro97Valley Village, CA—5,86923,9774,2205,86928,19734,066(15,358)2010Oct-103-30
Allure at Scripps Ranch194San Diego, CA—11,92347,6906,17211,92353,86265,785(20,375)2002Apr-145-30
Alpine Village301Alpine, CA—4,96719,72815,7204,98235,43340,415(24,897)1971Dec-023-30
Annaliese56Seattle, WA—4,72714,2291,2694,72615,49920,225(6,537)2009Jan-133-30
Apex367Milpitas, CA—44,240103,25113,67544,240116,926161,166(41,819)2014Aug-143-30
Aqua Marina Del Rey500Marina Del Rey, CA—58,442175,32628,90258,442204,228262,670(83,065)2001Apr-145-30
ARLO Mountain View164Mountain View, CA—19,91880,37750119,91880,878100,796(1,770)2018May-243-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Ascent90Kirkland, WA—3,92411,8623,8473,92415,70919,633(7,589)1988Oct-123-30
Ashton Sherman Village264Los Angeles, CA—23,55093,8114,29723,55098,108121,658(27,769)2014Dec-163-30
Avant443Los Angeles, CA—32,379137,94011,97232,379149,912182,291(48,437)2014Jun-153-30
Avenue 64224Emeryville, CA—27,23564,40318,86827,23583,271110,506(31,582)2007Apr-145-30
Aviara (4)166Mercer Island, WA——49,8133,355—53,16853,168(21,301)2013Apr-145-30
Avondale at Warner Center446Woodland Hills, CA—10,53624,52235,35110,60159,80870,409(46,904)1970Jan-993-30
Beaumont344Woodinville, WA—22,101113,73718322,101113,920136,021(166)2009Nov-243-30
Bel Air462San Ramon, CA—12,10518,25252,00712,68269,68282,364(56,969)1988Jan-953-30
Belcarra296Bellevue, WA—21,72592,0918,63021,725100,721122,446(37,991)2009Apr-145-30
Bella Villagio231San Jose, CA—17,24740,34311,05217,24751,39568,642(24,776)2004Sep-103-30
BellCentre249Bellevue, WA—16,19767,2078,24316,19775,45091,647(30,744)2001Apr-145-30
Bellerive63Los Angeles, CA—5,40121,8032,0745,40123,87729,278(11,807)2011Aug-113-30
Belmont Terrace71Belmont, CA—4,44610,2908,9464,47319,20923,682(13,701)1974Oct-063-30
Bennett Lofts178San Francisco, CA—21,77150,80036,14728,37180,347108,718(36,936)2004Dec-123-30
Bernardo Crest216San Diego, CA—10,80243,20910,64210,80253,85164,653(21,713)1988Apr-145-30
Bonita Cedars120Bonita, CA—2,4969,9138,2392,50318,14520,648(13,147)1983Dec-023-30
Bothell Ridge214Bothell, WA—7,44048,3211,2117,44049,53256,972(1,420)1988Mar-243-30
Boulevard172Fremont, CA—3,5208,18217,6963,58025,81829,398(22,499)1978Jan-963-30
Brookside Oaks170Sunnyvale, CA—7,30116,31030,14310,32843,42653,754(33,191)1973Jun-003-30
Bridle Trails108Kirkland, WA—1,5005,9307,9051,53113,80415,335(11,449)1986Oct-973-30
Brighton Ridge264Renton, WA—2,62310,80011,6072,65622,37425,030(17,721)1986Dec-963-30
Bristol Commons188Sunnyvale, CA—5,27811,85313,0055,29324,84330,136(21,457)1989Jan-953-30
Camarillo Oaks564Camarillo, CA—10,95325,25412,64211,07537,77448,849(33,205)1985Jul-963-30
Cambridge Park320San Diego, CA—18,18572,7398,82318,18581,56299,747(31,764)1998Apr-145-30
Camino Ruiz Square160Camarillo, CA—6,87126,1194,1546,93130,21337,144(18,391)1990Dec-063-30
Canvas123Seattle, WA—10,48936,9241,72810,48938,65249,141(4,220)2014Dec-213-30
Canyon Oaks250San Ramon, CA—19,08844,47311,35919,08855,83274,920(33,197)2005May-073-30
Canyon Pointe250Bothell, WA—4,69218,28812,2904,69330,57735,270(22,571)1990Oct-033-30
Capri at Sunny Hills102Fullerton, CA—3,33713,32013,2584,04825,86729,915(19,266)1961Sep-013-30
Carmel Creek348San Diego, CA—26,842107,36812,89026,842120,258147,100(48,324)2000Apr-145-30
Carmel Landing356San Diego, CA—16,72566,90119,04216,72585,943102,668(36,184)1989Apr-145-30
Carmel Summit246San Diego, CA—14,96859,87111,25714,96871,12886,096(27,630)1989Apr-145-30
Castle Creek216Newcastle, WA—4,14916,0288,5804,83323,92428,757(20,786)1998Dec-983-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Catalina Gardens128Los Angeles, CA—6,71426,8565,1276,71431,98338,697(12,629)1987Apr-145-30
Cedar Terrace180Bellevue, WA—5,54316,44211,9395,65228,27233,924(19,391)1984Jan-053-30
CentrePointe224San Diego, CA—3,4057,74324,6763,44232,38235,824(27,577)1974Jun-973-30
Century Towers376San Jose, CA—14,865157,78774514,865158,532173,397(1,600)2017Sep-243-30
Chestnut Street96Santa Cruz, CA—6,58215,6893,6846,58219,37325,955(10,806)2002Jul-083-30
City View572Hayward, CA—9,88337,67043,98510,35081,18891,538(67,528)1975Mar-983-30
Collins on Pine76Seattle, WA—7,27622,2261,1197,27623,34530,621(8,653)2013May-143-30
Connolly Station309Dublin, CA—19,949123,4285,89819,949129,326149,275(23,954)2014Jan-203-30
Corbella at Juanita Bay169Kirkland, WA—5,80117,4156,4335,80123,84829,649(12,483)1978Nov-103-30
Cortesia308Rancho Santa Margarita, CA—13,91255,6497,26613,91262,91576,827(24,416)1999Apr-145-30
Country Villas180Oceanside, CA—4,17416,5838,5294,18725,09929,286(18,157)1976Dec-023-30
Courtyard off Main110Bellevue, WA—7,46521,4058,3187,46529,72337,188(15,430)2000Oct-103-30
Crow Canyon400San Ramon, CA—37,57987,68520,77937,579108,464146,043(46,233)1992Apr-145-30
Deer Valley171San Rafael, CA—21,47850,1166,58921,47856,70578,183(22,859)1996Apr-145-30
Domaine92Seattle, WA—9,05927,1772,0999,05929,27638,335(12,666)2009Sep-123-30
Elevation158Redmond, WA—4,75814,2859,1974,75723,48328,240(14,554)1986Jun-103-30
Ellington220Bellevue, WA—15,06645,2497,48415,06652,73367,799(20,386)1994Jul-143-30
Emerald Pointe160Diamond Bar, CA—8,45833,8324,3438,45838,17546,633(15,205)1989Apr-145-30
Emerald Ridge180Bellevue, WA—3,4497,8019,0703,44916,87120,320(15,099)1987Nov-943-30
Emerson Valley Village144Los Angeles, CA—13,37853,2403,15613,37856,39669,774(16,181)2012Dec-163-30
Emme190Emeryville, CA—15,03980,5322,26015,03982,79297,831(14,703)2015Jan-203-30
Enso183San Jose, CA—21,39771,1355,06021,39776,19597,592(24,023)2014Dec-153-30
Epic769San Jose, CA—89,111307,7697,08689,111314,855403,966(55,274)2013Jan-203-30
Esplanade278San Jose, CA—18,17040,08619,57218,42959,39977,828(43,040)2002Apr-043-30
Esplanade San Diego616San Diego, CA—56,327167,0721,87756,327168,949225,276(4,588)1986Mar'243-30
Essex Skyline350Santa Ana, CA—21,537146,09921,48221,537167,581189,118(76,073)2008Apr-103-30
Evergreen Heights200Kirkland, WA—3,56613,3959,9223,64923,23426,883(19,870)1990Jun-973-30
Fairhaven164Santa Ana, CA—2,62610,48512,1662,95722,32025,277(17,941)1970Nov-013-30
Fairway at Big Canyon (5)74Newport Beach, CA——7,8509,938—17,78817,788(16,123)1972Jun-993-28
Fairwood Pond194Renton, WA—5,29615,5647,5545,29723,11728,414(15,439)1997Oct-043-30
Foothill Commons394Bellevue, WA—2,4359,82145,6332,44055,44957,889(51,958)1978Mar-903-30
Foothill Gardens/Twin Creeks176San Ramon, CA—5,87513,99215,8835,96429,78635,750(25,371)1985Feb-973-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Forest View192Renton, WA—3,73114,5306,0583,73120,58824,319(14,204)1998Oct-033-30
Form 15242San Diego, CA—24,51072,22115,67925,54086,870112,410(27,976)2014Mar-163-30
Foster’s Landing490Foster City, CA—61,714144,00020,55861,714164,558226,272(66,777)1987Apr-145-30
Fountain Court320Seattle, WA—6,70227,30616,9926,98544,01551,000(36,974)2000Mar-003-30
Fountains at River Oaks226San Jose, CA—26,04660,7739,39326,04670,16696,212(29,054)1990Apr-143-30
Fourth & U171Berkeley, CA—8,87952,3516,3998,87958,75067,629(30,066)2010Apr-103-30
Fox Plaza445San Francisco, CA—39,73192,70644,87339,731137,579177,310(70,634)1968Feb-133-30
Hacienda at Camarillo Oaks73Camarillo, CA—5,49717,5723,4585,49721,03026,527(1,502)1984Apr-233-30
The Henley I/The Henley II215Glendale, CA—6,69516,75332,4826,73349,19755,930(41,717)1970Jun-993-30
Highlands at Wynhaven333Issaquah, WA—16,27148,93218,66016,27167,59283,863(41,843)2000Aug-083-30
Hillcrest Park608Newbury Park, CA—15,31840,60131,95615,75572,12087,875(57,299)1973Mar-983-30
Hope Ranch108Santa Barbara, CA—4,07816,8774,4614,20821,20825,416(12,645)1965Mar-073-30
Huntington Breakers344Huntington Beach, CA—9,30622,72027,2559,31549,96659,281(43,531)1984Oct-973-30
Inglenook Court224Bothell, WA—3,4677,88111,1933,47419,06722,541(16,748)1985Oct-943-30
Lafayette Highlands150Lafayette, CA—17,77441,47310,77917,77452,25270,026(21,184)1973Apr-145-30
Lakeshore Landing308San Mateo, CA—38,15589,02817,13238,155106,160144,315(43,318)1988Apr-145-30
Laurels at Mill Creek164Mill Creek, WA—1,5596,43010,0031,59516,39717,992(14,195)1981Dec-963-30
Le Parc140Santa Clara, CA—3,0907,42116,6163,09224,03527,127(20,884)1975Feb-943-30
Marbrisa202Long Beach, CA—4,70018,60512,9684,76031,51336,273(23,986)1987Sep-023-30
Marina City Club (6)101Marina Del Rey, CA——28,16735,838—64,00564,005(43,803)1971Jan-043-30
Marina Cove (7)292Santa Clara, CA—5,32016,43121,1145,32437,54142,865(33,764)1974Jun-943-30
Mariner’s Place105Oxnard, CA—1,5556,1034,1911,56210,28711,849(7,896)1987May-003-30
Maxwell Sunnyvale75San Jose, CA—9,71037,2923549,71037,64647,356(941)2022Apr-243-30
MB 360360San Francisco, CA—42,001212,64821,77442,001234,422276,423(81,350)2014Apr-143-30
Meadowood320Simi Valley, CA—19,08098,88132619,08099,207118,287(723)1986Oct-243-30
Mesa Village133Clairemont, CA—1,8887,4983,7221,89411,21413,108(8,287)1963Dec-023-30
Mill Creek at Windermere400San Ramon, CA—29,55169,03215,45129,55184,483114,034(48,820)2005Sep-073-30
Mio103San Jose, CA—11,01239,9822,45911,01242,44153,453(13,235)2015Jan-163-30
Mirabella188Marina Del Rey, CA—6,18026,67320,6886,27047,27153,541(35,477)2000May-003-30
Mira Monte356Mira Mesa, CA—7,16528,45917,8947,18646,33253,518(34,344)1982Dec-023-30
Miracle Mile/Marbella236Los Angeles, CA—7,79123,07521,8947,88644,87452,760(35,911)1988Aug-973-30
Mission Hills282Oceanside, CA—10,09938,77817,11810,16755,82865,995(37,759)1984Jul-053-30
Mission Peaks453Fremont, CA—46,499108,49815,20746,499123,705170,204(49,879)1995Apr-145-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Mission Peaks II336Fremont, CA—31,42973,33413,44831,42986,782118,211(36,113)1989Apr-145-30
Montanosa472San Diego, CA—26,697106,78717,05326,697123,840150,537(48,451)1990Apr-145-30
Montclaire390Sunnyvale, CA—4,84219,77632,8804,99752,50157,498(48,678)1973Dec-883-30
Montebello248Kirkland, WA—13,85741,57517,79713,85859,37173,229(26,304)1996Jul-123-30
Montejo124Garden Grove, CA—1,9257,6856,5152,19413,93116,125(10,164)1974Nov-013-30
Monterey Villas122Oxnard, CA—2,3495,5799,5832,42415,08717,511(11,828)1974Jul-973-30
Muse152North Hollywood, CA—7,82233,4367,5627,82340,99748,820(21,412)2011Feb-113-30
Mylo476Santa Clara, CA—6,472206,0981,3476,472207,445213,917(45,311)2021Jun-213-30
1000 Kiely121Santa Clara, CA—9,35921,84511,9099,35933,75443,113(19,179)1971Mar-113-30
Palm Valley1,100San Jose, CA—133,802312,20539,204133,802351,409485,211(106,045)2008Jan-173-30
Park Catalina90Los Angeles, CA—4,71018,8395,7864,71024,62529,335(11,750)2002Jun-123-30
Park Highland250Bellevue, WA—9,39138,22416,5569,39154,78064,171(27,673)1993Apr-145-30
Park Hill at Issaquah245Issaquah, WA—7,28421,93715,7877,28437,72445,008(26,506)1999Feb-993-30
Park Viridian320Anaheim, CA—15,89463,57410,14515,89473,71989,613(28,459)2008Apr-145-30
Park West126San Francisco, CA—9,42421,98814,9589,42436,94646,370(21,882)1958Sep-123-30
Parkside Court210Santa Ana, CA—11,27647,2721,12111,27648,39359,669(1,357)1986Mar-243-30
Parkwood at Mill Creek240Mill Creek, WA—10,68042,7225,26710,68047,98958,669(19,461)1989Apr-145-30
Patina at Midtown269San Jose, CA—13,472102,94068513,472103,625117,097(1,645)2021Jul-243-30
Patent 523295Seattle, WA—14,55869,4179,46814,55878,88593,443(41,215)2010Mar-103-30
Pathways at Bixby Village296Long Beach, CA—4,08316,75724,7676,23939,36845,607(36,342)1975Feb-913-30
Piedmont396Bellevue, WA—19,84859,60622,51719,84882,123101,971(36,329)1969May-143-30
Pinehurst (8)28Ventura, CA——1,7111,151—2,8622,862(2,217)1973Dec-043-24
Pinnacle at Fullerton192Fullerton, CA—11,01945,9328,00011,01953,93264,951(21,868)2004Apr-145-30
Pinnacle on Lake Washington180Renton, WA—7,76031,0416,5497,76037,59045,350(15,814)2001Apr-145-30
Pinnacle at MacArthur Place253Santa Ana, CA—15,81066,40111,85215,81078,25394,063(30,868)2002Apr-145-30
Pinnacle at Otay Ranch I & II364Chula Vista, CA—17,02368,0939,70317,02377,79694,819(30,820)2001Apr-145-30
Pinnacle at Talega362San Clemente, CA—19,29277,16811,71719,29288,885108,177(33,864)2002Apr-145-30
Pinnacle Sonata268Bothell, WA—14,64758,58610,54814,64769,13483,781(28,131)2000Apr-145-30
Pointe at Cupertino116Cupertino, CA—4,50517,60515,1164,50532,72137,226(25,250)1963Aug-983-30
Pure Redmond105Redmond, WA—7,46131,3633,5937,46134,95642,417(6,539)2016Dec-193-30
Radius264Redwood City, CA—11,702152,3365,80911,702158,145169,847(60,239)2015Apr-143-30
Reed Square100Sunnyvale, CA—6,87316,0379,6316,87325,66832,541(15,675)1970Jan-123-30
Regency at Encino75Encino, CA—3,18412,7376,2333,18418,97022,154(10,764)1989Dec-093-30

F- 60

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Regency Palm Court116Los Angeles, CA—7,76328,0191,9157,76329,93437,697(2,778)1987Jul-223-30
Renaissance at Uptown Orange460Orange, CA—27,870111,48212,92927,870124,411152,281(48,860)2007Apr-145-30
Reveal438Woodland Hills, CA—25,073121,3149,10925,073130,423155,496(47,465)2010Apr-153-30
Salmon Run at Perry Creek132Bothell, WA—3,71711,4835,3613,80116,76020,561(12,345)2000Oct-003-30
Sammamish View153Bellevue, WA—3,3247,5019,6193,33117,11320,444(15,341)1986Nov-943-30
101 San Fernando323San Jose, CA—4,17358,96121,9774,17380,93885,111(43,538)2001Jul-103-30
San Marcos432Richmond, CA—15,56336,20442,18122,86671,08293,948(49,007)2003Nov-033-30
Santee Court/Santee Village238Los Angeles, CA—9,58140,31719,7729,58260,08869,670(31,764)2004Oct-103-30
Shadow Point172Spring Valley, CA—2,81211,1708,7762,82019,93822,758(13,582)1983Dec-023-30
Shadowbrook418Redmond, WA—19,29277,16813,47019,29290,638109,930(35,986)1986Apr-145-30
Skye at Bunker Hill456Los Angeles, CA—11,49827,871107,12011,639134,850146,489(115,795)1968Mar-983-30
Slater 116108Kirkland, WA—7,37922,1382,3567,37924,49431,873(9,868)2013Sep-133-30
Solstice280Sunnyvale, CA—34,444147,26210,01534,444157,277191,721(63,133)2014Apr-145-30
Station Park Green599San Mateo, CA—54,782314,694113,51667,204415,788482,992(100,714)2018Mar-183-30
Stevenson Place200Fremont, CA—9965,58216,5721,00122,14923,150(19,530)1975Apr-003-30
Stonehedge Village196Bothell, WA—3,16712,60313,0313,20125,60028,801(21,210)1986Oct-973-30
Summerhill Park100Sunnyvale, CA—2,6544,91812,0202,65616,93619,592(15,844)1988Sep-883-30
Summit Park300San Diego, CA—5,95923,67012,9745,97736,62642,603(26,132)1972Dec-023-30
Taylor 28197Seattle, WA—13,91557,7006,39813,91564,09878,013(25,441)2008Apr-145-30
The Audrey at Belltown137Seattle, WA—9,22836,9113,4799,22840,39049,618(15,811)1992Apr-145-30
The Avery121Los Angeles, CA—6,96429,9222,5566,96432,47839,442(11,881)2014Mar-143-30
The Bernard63Seattle, WA—3,69911,3451,2593,68912,61416,303(5,995)2008Sep-113-30
The Blake LA196Los Angeles, CA—4,0239,52726,2854,03135,80439,835(29,543)1979Jun-973-30
The Cairns99Seattle, WA—6,93720,6793,9346,93924,61131,550(14,834)2006Jun-073-30
The Elliot at Mukilteo301Mukilteo, WA—2,49810,59521,2122,82431,48134,305(27,582)1981Jan-973-30
The Grand243Oakland, CA—4,53189,2089,9754,53199,183103,714(54,725)2009Jan-093-30
The Hallie292Pasadena, CA—2,2024,79458,5288,38557,13965,524(50,894)1972Apr-973-30
The Havens440Fountain Valley, CA—26,138137,9331,18026,138139,113165,251(3,795)1969Mar-243-30
The Huntington276Huntington Beach, CA—10,37441,49510,17110,37451,66662,040(24,482)1975Jun-123-30
The Landing at Jack London Square282Oakland, CA—33,55478,29211,42833,55489,720123,274(37,007)2001Apr-145-30
The Lofts at Pinehurst118Ventura, CA—1,5703,9126,8961,61810,76012,378(8,497)1971Jun-973-30
The Palisades192Bellevue, WA—1,5606,24217,3141,56523,55125,116(20,615)1977May-903-30

F- 61

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
The Palms at Laguna Niguel460Laguna Niguel, CA—23,58494,33418,88123,584113,215136,799(46,948)1988Apr-145-30
The Stuart188Pasadena, CA—13,57454,2986,10513,57460,40373,977(23,692)2007Apr-145-30
The Trails of Redmond423Redmond, WA—21,93087,72010,90621,93098,626120,556(39,541)1985Apr-145-30
The Village at Toluca Lake146Burbank, CA—14,63448,2972,70714,63451,00465,638(6,649)1974Jun-213-30
Tierra Vista404Oxnard, CA—13,65253,33613,30413,66166,63180,292(45,036)2001Jan-013-30
Tiffany Court101Los Angeles, CA—6,94927,7963,8586,94931,65438,603(12,494)1987Apr-145-30
Trabuco Villas132Lake Forest, CA—3,6388,6407,3403,89015,72819,618(12,111)1985Oct-973-30
Valley Park160Fountain Valley, CA—3,36113,4208,7613,76121,78125,542(16,169)1969Nov-013-30
Via284Sunnyvale, CA—22,00082,2708,33122,01690,585112,601(43,846)2011Jul-113-30
Villa Angelina256Placentia, CA—4,49817,96210,9824,96228,48033,442(21,505)1970Nov-013-30
Villa Granada270Santa Clara, CA—38,29989,3655,29038,29994,655132,954(36,131)2010Apr-145-30
Villa Siena274Costa Mesa, CA—13,84255,36718,29213,84273,65987,501(30,803)1974Apr-145-30
Village Green272La Habra, CA—6,48836,7687,7326,48844,50050,988(18,280)1971Apr-145-30
Vista Belvedere76Tiburon, CA—5,57311,90111,1935,57323,09428,667(16,903)1963Aug-043-30
Vox58Seattle, WA—5,54516,6351,1265,54517,76123,306(6,693)2013Oct-133-30
Wallace on Sunset200Los Angeles, CA—24,00580,4664,98824,00585,454109,459(24,171)2021Dec-213-30
Walnut Heights163Walnut, CA—4,85819,1687,8394,88726,97831,865(19,322)1964Oct-033-30
Wandering Creek156Kent, WA—1,2854,9807,0841,29612,05313,349(10,422)1986Nov-953-30
Waterford Place238San Jose, CA—11,80824,50020,38715,16541,53056,695(33,077)2000Jun-003-30
Wharfside Pointe155Seattle, WA—2,2457,02014,6452,25821,65223,910(19,644)1990Jun-943-30
Willow Lake508San Jose, CA—43,194101,03022,93043,194123,960167,154(58,677)1989Oct-123-30
5600 Wilshire284Los Angeles, CA—30,53591,60411,58530,535103,189133,724(39,637)2008Apr-145-30
Wilshire La Brea478Los Angeles, CA—56,932211,99824,18456,932236,182293,114(93,087)2014Apr-145-30
Wilshire Promenade149Fullerton, CA—3,1187,38516,5393,79723,24527,042(18,348)1992Jan-973-30
Windsor Court95Los Angeles, CA6,38323,4201,3256,38324,74531,128(2,259)1987Jul-223-30
Windsor Ridge216Sunnyvale, CA—4,01710,31518,4594,02128,77032,791(27,636)1989Mar-893-30
Woodland Commons302Bellevue, WA—2,0408,72728,5652,04437,28839,332(29,242)1978Mar-903-30
Woodside Village145Ventura, CA—5,33121,0368,0425,34129,06834,409(19,683)1987Dec-043-30
49,722$—$2,777,285$10,175,272$2,704,152$2,827,529$12,829,180$15,656,709$(5,605,177)

F- 62

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2024

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
Buildings andsubsequentLand andBuildings andAccumulated
PropertyEncumbranceLandimprovementsto acquisitionimprovementsimprovementsTotal(1)depreciation
Other real estate assets—80,70616,58716,70082,06731,926113,993(23,294)
$—$80,706$16,587$16,700$82,067$31,926$113,993$(23,294)
Total$978,883$3,191,863$11,470,214$2,927,441$3,246,789$14,342,729$17,589,518$(6,150,618)

(1) The aggregate cost for federal income tax purposes is approximately $13.6 billion (unaudited).

(2) A portion of land is leased pursuant to a ground lease expiring 2070.

(3) The land is leased pursuant to a ground lease expiring 2083.

(4) The land is leased pursuant to a ground lease expiring 2070.

(5) The land is leased pursuant to a ground lease expiring 2027.

(6) The land is leased pursuant to a ground lease expiring 2067.

(7) A portion of land is leased pursuant to a ground lease expiring in 2028.

(8) The land is leased pursuant to a ground lease expiring in 2028.

A summary of activity for rental properties and accumulated depreciation is as follows:

Year Ended December 31,Year Ended December 31,
202420232022202420232022
Rental properties:Accumulated depreciation:
Balance at beginning of year$16,135,223$15,966,227$15,629,927Balance at beginning of year$5,664,931$5,152,133$4,646,854
Acquisition, development, and improvement of real estate1,614,570235,423427,668Depreciation expense571,813545,702536,202
Disposition of real estate and other(160,275)(66,427)(91,368)Accumulated depreciation - Disposals and other(86,126)(32,904)(30,923)
Balance at the end of year$17,589,518$16,135,223$15,966,227Balance at the end of year$6,150,618$5,664,931$5,152,133

F- 63

Table of Contents

EXHIBIT INDEX
Exhibit No.Document
3.1Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.
3.2Seventh Amended and Restated Bylaws of Essex Property Trust, Inc. (effective as of December 8, 2022), attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 13, 2022, and incorporated herein by reference.
3.3Certificate of Limited Partnership of Essex Portfolio, L.P. and amendments thereto, attached as Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.
4.1Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached as Exhibit 4.14 to the Company’s Annual Report on Form 10-K, filed February 23, 2023, and incorporated herein by reference.
4.2Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company’s Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.
4.3Indenture, dated March 17, 2015, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2025 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 17, 2015, and incorporated herein by reference.
4.4Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.375% Senior Notes due 2026 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 11, 2016, and incorporated herein by reference.
4.5Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.625% Senior Notes due 2027 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 10, 2017, and incorporated herein by reference.
4.6Indenture, dated March 8, 2018, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 4.500% Senior Notes due 2048 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 8, 2018, and incorporated herein by reference.
4.7Indenture, dated February 11, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 4.000% Senior Notes due 2029 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2019, and incorporated herein by reference.
4.8Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 7, 2019, and incorporated herein by reference.
4.9Indenture, dated February 11, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 2.650% Senior Notes due 2032 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2020, and incorporated herein by reference.
4.10Indenture, dated August 24, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.650% Senior Notes due 2031, the form of 2.650% Senior Notes due 2050 and the guarantees thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 24, 2020, and incorporated herein by reference.
4.11Indenture, dated March 1, 2021, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.700% Senior Notes due 2028 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 1, 2021, and incorporated herein by reference.
4.12Indenture, dated June 1, 2021, among Essex Portfolio, L.P., Essex portfolio Trust, Inc. and U.S. Bank National Association, as trustee, including the form of 2.550% Senior Notes due 2031 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 1, 2021, and incorporated herein by reference.

Table of Contents

4.13Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.
4.14First Supplemental Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.
10.1Agreement between Essex Property Trust, Inc. and George M. Marcus, dated March 27, 2003 attached as Exhibit 10.32 to the Company’s Annual Report on Form 10-K, filed March 31, 2003, and incorporated herein by reference.
10.2Essex Property Trust, Inc. Deferred Compensation Plan, As Amended and Restated As of January 1, 2021, attached as Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.
10.3Form of Indemnification Agreement between Essex Property Trust, Inc. and its directors and officers.*
10.4Modification Agreement, dated July 30, 2012, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2012, and incorporated herein by reference.
10.5Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed November 5, 2012, and incorporated herein by reference.
10.6Amended and Restated Essex Property Trust Inc. Executive Severance Plan attached as Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.*
10.7Essex Property Trust, Inc. 2013 Stock Award and Incentive Compensation Plan, attached as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.*
10.8Essex Property Trust, Inc. 2013 Employee Stock Purchase Plan, attached as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.*
10.9Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 4, 2013, and incorporated herein by reference.*
10.10Amended and Restated Non-Employee Director Equity Award Program, dated May 17, 2016, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.*
10.11Fourth Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 20, 2018, attached as Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference.
10.12Third Modification Agreement, dated as of January 29, 2014 by and among Essex Portfolio, L.P., U.S. Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 31, 2014, and incorporated herein by reference.
10.13Forms of Essex Property Trust, Inc., Essex Portfolio L.P., Long-Term Incentive Plan Award Agreements, attached as Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference.*
10.14Essex Property Trust, Inc. 2018 Stock Award and Incentive Compensation Plan, attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 15, 2018, filed March 23, 2018, and incorporated herein by reference.*
10.15Form of Non-Employee Director Restricted Stock Award Agreement, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.*
10.16Form of Non-Employee Director Stock Option Award Agreement, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.*

Table of Contents

10.17Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted prior to fiscal year 2024, attached as Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.*
10.18Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted commencing fiscal year 2024, attached as Exhibit 10.19 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.*
10.19Fifth Amended and Restated Revolving Credit Agreement, dated September 25, 2024, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed October 30, 2024, and incorporated herein by reference.†
10.20Deferred Compensation Plan for Non-Employee Directors, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 7, 2020, and incorporated herein by reference.*
10.21Executive Transition Services Agreement, dated as of October 3, 2022, by and between Essex Property Trust, Inc. and Michael J. Schall, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 3, 2022, and incorporated herein by reference.*
19.1Essex Property Trust, Inc. Insider Trading Policy
21.1List of Subsidiaries of Essex Property Trust, Inc. and Essex Portfolio, L.P.
23.1Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1Power of Attorney (see signature page)
31.1Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.3Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.4Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.3Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.4Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1Policy for Recovery of Erroneously Awarded Compensation dated as of October 2, 2023, attached as Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.
101.INSXBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
  • Management contract or compensatory plan or arrangement.

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

† The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 21, 2025.

ESSEX PROPERTY TRUST, INC.
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer)
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer
ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc., its general partner
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer)
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angela L. Kleiman and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ GEORGE M. MARCUS George M. MarcusDirector and Chairman of the BoardFebruary 21, 2025
/s/ KEITH R. GUERICKE Keith R. GuerickeDirector, and Vice Chairman of the BoardFebruary 21, 2025
/s/ IRVING F. LYONS, III Irving F. Lyons, IIILead DirectorFebruary 21, 2025
/s/ JOHN V. ARABIA John V. ArabiaDirectorFebruary 21, 2025
/s/ ANNE B. GUST Anne B. GustDirectorFebruary 21, 2025
/s/ MARIA R. HAWTHORNE Maria R. HawthorneDirectorFebruary 21, 2025
/s/ AMAL M. JOHNSON Amal M. JohnsonDirectorFebruary 21, 2025
/s/ MARY KASARIS Mary KasarisDirectorFebruary 21, 2025
/s/ ANGELA L. KLEIMAN Angela L. KleimanChief Executive Officer and President, and Director (Principal Executive Officer)February 21, 2025

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Previous: Item 15. Exhibits and Financial Statement Schedules