Essex Property Trust (ESS) 10-K risk factor changes: FY2025 vs FY2024

- changes in the general or local economic climate that could affect demand for housing, including [added: changing demographics or policies governing legal immigration, which could lead to a relative decrease in the renting population,] an increase in the use of new technologies and artificial intelligence to replace workers, and other events negatively impacting local employment rates, tenant dispersion, wages and the local economy;

- the appeal and desirability of our communities to tenants relative to other housing alternatives, including [removed: the] [added: cost,] size and amenity offerings, safety and location convenience, and our technology offerings.

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

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

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

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

Such laws and regulations limit our ability to charge market rents, increase rents, evict [removed: tenants or recover increases in] [added: tenants, limit] our [added: ability to]

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[added: collect rent, or recover increases in our] operating expenses and could reduce the value of our communities or make it more difficult for us to dispose of [removed: properties] [added: communities] in certain circumstances.

Expenses associated with our investment in [removed: these communities,] [added: communities impacted by] such [added: laws and regulations, such] as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from the community.

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

If the Company finances new acquisitions under existing lines of [removed: credit,] [added: credit or commercial paper,] there is a risk that, unless the Company obtains substitute [removed: financing,] [added: financing or capital sources,] the Company may not be able to undertake additional borrowing for further acquisitions or developments or such borrowing may not be available on advantageous terms.

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

- we are reliant on third party contractors’ and vendors’ ability to deliver services and products as planned, and if the timeframe, quality or scope of such services and products are different than we expected, our projects may be subject to increased costs [added: or delays,] and our future income may be lower than expected;

- we may be unable to obtain, or experience a delay in obtaining, necessary governmental approvals or third party permits and authorizations, which could result in increased costs or delay or abandonment of [removed: opportunities;][added: opportunities, and/or we may experience challenges with municipalities in completing or approving projects;]

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

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

[removed: The State of California is generally regarded as more] litigious, highly regulated and [removed: taxed] [added: subject to higher taxes] than many other states, which may reduce demand for the Company’s communities.

Any adverse developments in the [removed: economy] [added: economic] or real estate markets in California or Washington, or any decrease in demand for the Company’s communities resulting from the California or Washington regulatory or business environments, could have an adverse effect on the Company’s business and results of operations.

Our real estate taxes in Washington [added: and California] could increase as a result of property value reassessments or increased property tax rates.

Various initiatives to repeal or amend Prop 13, to eliminate its application to commercial and residential property, to increase the permitted annual real estate tax increases, and/or to introduce split tax roll legislation could increase the assessed value and/or tax rates applicable to [removed: commercial property] [added: or communities] in California.

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

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

In general, investing in mortgages involves risk, including that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses; the borrower may not pay indebtedness under the mortgage when due and amounts recovered by the Company in connection with related foreclosures may be less than the amount owed; interest rates payable on the mortgages may be lower than the Company’s cost of funds; in the case of junior mortgages, foreclosure of a senior mortgage could eliminate the junior mortgage; delays in the collection of principal and interest if a borrower claims bankruptcy; possible senior lender default or overconcentration of senior lenders in [added: the] portfolio; and unanticipated early prepayments may limit the Company’s expected return on its investment.

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

From time to time, the Company, through the Operating Partnership, makes certain co-investments in the form of preferred equity [added: or mezzanine] investments in third-party entities that have been formed for the purpose of acquiring, developing, financing, or managing real property.

The Company also owns properties indirectly [removed: under] [added: through partnerships commonly referred to as] “DownREIT” structures.

Also, from time to time, the Company invests in properties (i) which may be subject to certain shared facilities agreements with homeowners’ associations and other [added: similar] entities and/or (ii) subject to ground leases where a subtenant may have certain similar rights to that of a party under such a shared facilities agreements or where a master landlord may have certain rights to control the use, operation and/or repair of the property.

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

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

[removed: The Company may not be able to lease its commercial space consistent with its projections or at market rates and the longer-term leases for existing space could result in below market rents over time.] When leases for our existing commercial space expire, the space may not be relet on a timely basis, or at all, or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms.

The Company has adopted policies to address and resolve reports of mold when it is detected, and to minimize any impact mold might have on tenants of the affected property, however, the Company may not identify and respond to all mold [removed: occurrences.][added: occurrences and may result in litigation.]

The Company may incur general uninsured losses or may experience market conditions that impact the procurement of certain insurance policies. The Company purchases general [removed: liability] [added: liability, employment practices liability,] and property, including loss of rent, insurance coverage for each of its communities and cyber risk insurance.

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

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

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

We could experience increased costs related to further developing our communities to mitigate [removed: the effects of climate change] or [removed: repairing] [added: repair] damage related to the effects of climate change that may or may not be fully covered by insurance.

Failure to succeed in new markets or with new community operations formats may limit the Company’s [removed: growth.] [added: growth, and additionally, the Company’s commercial leases could adversely affect us.] The Company may make [removed: acquisitions] [added: acquisitions, pursue new business models, explore new capital sources] or commence development activity outside of its existing market areas if appropriate opportunities arise, which may expose the Company to new risks, including, but not limited to an inability to evaluate accurately local apartment market conditions and local economies; an inability to identify appropriate acquisition opportunities or to obtain land for development; an inability to hire and retain key personnel; and a lack of familiarity with local governmental and permitting procedures.

Additionally, we have adjusted our operating model to reduce the number of staff on-site at individual properties and instituted a hub model where specialized staff can service multiple properties from a central location and rely on certain technologies, such as virtual apartment [removed: tours,] [added: tours and artificially intelligent leasing agents,] to further reduce the need for on-site staffing.

There [removed: may be] [added: has been] resistance to such change from our residents, and if we experience difficulty in retaining residents, this could materially adversely affect the Company’s results of operations.

Following the COVID-19 pandemic, governments have demonstrated a greater interest in eviction moratoria and strict housing controls.

We may be legally required to, or otherwise agree to, restructure tenants’ rent obligations on less favorable terms than those currently in place.

This could lead to lower profitability and market fluctuations that may affect our ability to obtain necessary funds for our business.

California is generally regarded as more

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Some employment claims such as California private attorney general actions (“PAGA”) or class actions are also not insurable.

In addition, a recently

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Furthermore, the Company may not be able to lease its commercial space consistent with its projections or at market rates and the longer-term leases for existing space could result in below market rents over time.

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communities.

Moreover, if there is a compliance failure, or if a cybersecurity

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Additionally, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.

Furthermore, we use artificial intelligence technologies in our business and there are significant information technology risks involved in maintaining and deploying these technologies.

There can be no assurance that our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability.

In particular, if the models underlying our artificial intelligence technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; used without sufficient oversight, governance or in violation of our internal guidelines, policies and procedures; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, data privacy concerns, or material performance issues, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.

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There is a risk that we may not be able to refinance existing

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multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect the Company and its growth and operations.

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Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations, which could reduce the net cash received by stockholders and may be detrimental to the Company’s ability to raise additional funds through any

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Additionally, expectations continue to evolve relating to climate disclosures, human capital management and lawmakers and corporate

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responsibility matters, and other regulatory bodies, such as in California, have issued rules regarding climate disclosures.

Anti-ESG advocates, including certain state attorneys general outside of the Company’s current geographic locations, have also brought legal challenges regarding corporate climate initiatives and commitments.

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

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

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

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

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

excess of applicable insurance coverage.

Public utilities, especially those that provide water and electric power, are fundamental for the consistent operation of our communities.

The CCPA requires the Company to, among other things, provide certain disclosures to California residents, promptly respond to certain requests related to their data, and contractually impose certain obligations on vendors.

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

uninsured.

In general, to the extent that the Company continues to face a challenging investment environment as access to capital and credit lacks clear trends (reflected by a shifting interest rate environment for debt financing, a fluctuating stock price for equity financing without corresponding changes to investment cap rates, and an inconsistent transactional market flow) the Company’s ability to make acquisitions, develop or redevelop communities, obtain new financing, and refinance existing borrowing at competitive rates could be materially adversely affected, which would impact the Company’s financial standing and related credit rating.

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

Due to potential competition for real estate investments, Mr. Marcus and his affiliated entities may have a conflict of interest with the Company, which may be detrimental to the interests of Essex’s stockholders and the Operating Partnership’s unitholders.

The influence of executive officers, directors, and significant stockholders may be detrimental to holders of common stock. Mr. Marcus currently does not have majority control over the Company.

However, he has, and likely will continue to have, significant influence with respect to the election of directors and approval or disapproval of significant corporate actions.

Consequently, his influence could result in decisions that do not reflect the interests of all the Company’s stockholders.

Company’s acquisition and development activities, the Company could issue and sell common stock, preferred stock and convertible debt securities, including pursuant to its equity distribution program, issue partnership units in the Operating Partnership, or enter into joint ventures which may dilute stockholder ownership in the Company and could materially adversely affect the market price of the common stock.

paid to its stockholders in computing its taxable income.

Additionally, rules and regulations continue to evolve relating to climate risk disclosures, human capital management and other corporate responsibility matters, and other regulatory bodies, such as the State of California, have issued laws or regulations relating to climate disclosures, despite a lack of emerging support and, in some cases, open opposition, from investors and potential investors for such rules and regulations.

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

Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment [added: home] communities in selected residential areas located on the West Coast of the United States.

Essex is the sole general partner of the Operating Partnership and, as of December 31, [removed: 2024,] [added: 2025,] had an approximately [removed: 96.5%] [added: 96.6%] general partner interest in the Operating Partnership.

As of December 31, [removed: 2024,] [added: 2025,] the Company owned or had ownership interests in [removed: 255] [added: 259] operating apartment communities, comprising [removed: 62,157] [added: 63,077] apartment homes, excluding the Company’s ownership in preferred equity co-investments, loan investments, [removed: and] two operating commercial [removed: buildings.][added: buildings and a development pipeline comprised of one consolidated project and various predevelopment projects.]

The Company’s apartment [added: home] communities are predominately located in the following major regions:

By region, the Company’s operating results for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and projection for [removed: 2025] [added: 2026] new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing) are as follows:

Southern California Region: As of December 31, [removed: 2024,] [added: 2025,] this region represented [removed: 44%] [added: 42%] of the Company’s consolidated operating apartment homes.

Revenues for [removed: “2024] [added: “2025] Same-Properties” (as defined below), or “Same-Property revenues,” increased [removed: 4.0%] [added: 3.3%] in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

Northern California Region: As of December 31, [removed: 2024,] [added: 2025,] this region represented [removed: 36%] [added: 38%] of the Company’s consolidated operating apartment homes.

[removed: 2024] [added: 2025] Same-Property revenues increased [removed: 2.6%] [added: 3.6%] in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

Seattle Metro Region: As of December 31, [removed: 2024,] [added: 2025,] this region represented 20% of the Company’s consolidated operating apartment homes.

[removed: 2024] [added: 2025] Same-Property revenues increased [removed: 2.9%] [added: 2.8%] in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

In each of these regions, projected [removed: 2025] [added: 2026] growth in new residential supply of apartment homes and single family homes is expected to be [removed: 1% or] less [added: than 1%] of the total housing stock.

The Company’s consolidated operating communities as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows:

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Southern California | | | [removed: 23,817] [added: 23,598] | | | | | | [removed: 44] [added: 42] | | % | | | | [removed: 21,986] [added: 23,817] | | | | | | [removed: 43] [added: 44] | | % |

| Northern California | | | [removed: 19,747] [added: 21,097] | | | | | | [removed: 36] [added: 38] | | % | | | | [removed: 19,245] [added: 19,747] | | | | | | [removed: 37] [added: 36] | | % |

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

| [removed: Total] [added: Total] | | | [removed: 54,463] [added: 55,594] | | | | | | 100 | | % | | | | [removed: 51,572] [added: 54,463] | | | | | | 100 | | % |

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The long-term impact of these developments [added: on our company] will largely depend on the impact on [added: broader trends in] job growth, [added: inflation,] the [removed: broader] economy, and reactions by consumers, companies, governmental entities and capital [removed: markets.][added: market participants.]

The Company is not at material risk of [removed: not meeting] [added: failing to meet] the covenants in its credit agreements and is able to timely service its debt and other obligations.

The average financial occupancy for the Company’s [removed: 2024] [added: 2025] Same-Property portfolio (stabilized properties consolidated by the Company for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023)] [added: 2024)] was [removed: 96.1% and 96.5%] [added: 96.2%] for [added: each of] the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024.]

The regional breakdown of the Company’s [removed: 2024] [added: 2025] Same-Property portfolio for financial occupancy for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was as follows:

| | | | [added: | | | 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Southern California | | | [removed: 95.8] [added: 95.9] | | % | | | | [removed: 96.3] [added: 95.8] | | % |

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

| Seattle Metro | | | [removed: 96.7] [added: 96.2] | | % | | | | [removed: 96.6] [added: 96.7] | | % |

The following table provides a breakdown of [added: rental and other] property [removed: revenue amounts,] [added: revenues,] including the revenues attributable to [removed: 2024] [added: 2025] Same-Properties ($ in thousands):

| | | | | | | [removed: | | | 2024 | | | | | | 2023 | | |] [added: 2025] | | | | | | [added: 2024] | | | | | | [added: 2023] | | |

| [removed: 2024] [added: 2025] Same-Properties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: *2024] [added: *2025] Same-Property Revenues* increased by [removed: $51.5] [added: $52.6] million or 3.3%.

[added: Campbell,] The [removed: increase was primarily due to acquisitions of Hacienda] [added: Parc] at [removed: Camarillo Oaks] [added: Pruneyard, ViO, 1250 Lakeside, and the consolidation of Artizan and TENTEN Downtown] in [removed: 2023,] [added: 2025,] as well as [removed: the acquisitions of] ARLO Mountain View, Maxwell Sunnyvale, and Beaumont, [removed: and] [added: along with] the [added: Company’s] acquisition of [removed: the Company’s] [added: its] joint venture partner’s interests in the BEXAEW and BEX II portfolios, Patina at Midtown, and Century Towers in 2024.

The increases were partially offset by the sale of [added: Highridge, Essex Skyline, The Grand, and Fourth & U in 2025 and] Hillsdale Garden in 2024.

[removed: *Real] [added: 2025 Same-Property real] estate [removed: taxes*] [added: taxes] increased by [removed: $7.6] [added: $0.4] million or [removed: 4.1%] [added: 0.3%] to [removed: $193.4] [added: $176.1] million in [removed: 2024] [added: 2025] compared to [removed: $185.8] [added: $175.7] million in [removed: 2023,] [added: 2024] primarily due to increases in tax rates in [removed: California] [added: California, partially offset by decreases in both assessed values] and [added: tax rates in] the Seattle Metro region [removed: and due to the purchase of Hacienda at Camarillo Oaks in 2023 and acquisitions in 2024.][added: for 2025.]

*Depreciation and amortization expense* increased by [removed: $31.8] [added: $27.3] million or [removed: 5.8%] [added: 4.7%] to [removed: $580.2] [added: $607.5] million in [removed: 2024] [added: 2025] compared to [removed: $548.4] [added: $580.2] million in [removed: 2023,] [added: 2024,] primarily due to acquisitions in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025 identified in the Non-Same Property revenues section above.]

*Gain on sale of real estate and land* [removed: of $175.6] [added: increased to $299.5] million in [removed: 2024 was attributable] [added: 2025 compared] to [removed: the sale of Hillsdale Garden] [added: $175.6 million] in 2024.

[removed: Additionally, there] was [removed: a $0.6 million decrease] [added: an increase] in capitalized interest [added: of $3.4 million] in [removed: 2024,] [added: 2025] due to [removed: a decrease] [added: an increase] in development activity as compared to the same period in [removed: 2023.][added: 2024.]

These increases [removed: in] [added: to] interest expense were partially offset by [removed: regular principal payments and] various [removed: debts] [added: debt] that [removed: matured or were] [added: was] paid off, [added: matured, or due to regular principal amortization during and after 2024,] primarily due to the [removed: pay off] [added: payoff] of [removed: the $300.0] [added: $400.0] million of senior unsecured notes due May 1, [removed: 2023] [added: 2024] and [removed: $400.0] [added: $500.0] million of senior unsecured notes due [removed: May] [added: April] 1, [removed: 2024 during and after 2023,] [added: 2025,] which resulted in a decrease in interest expense of [removed: $14.3] [added: $19.9] million [removed: for 2024.][added: in 2025.]

[removed: *Gain] [added: Gain] on remeasurement of [removed: co-investments* of] $210.6 million [added: in 2024] resulted from the [removed: Company's] [added: Company’s] acquisition of its joint venture [removed: partner's] [added: partner’s] interests in the BEXAEW and BEX II portfolios, Patina at Midtown and Century Towers.

Comparison of Year Ended December 31, [removed: 2023] [added: 2025] to the Year Ended December 31, [removed: 2022][added: 2024]

Domestic and international policy actions, including tariff and trade policy, as well as continuing geopolitical tensions and regional conflicts have the potential to trigger broad market uncertainty.

The foregoing macroeconomic conditions have not negatively impacted the Company’s ability to access traditional funding sources which have been historically available to it.

| | | | 2025 | | | | | | 2024 | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| | | | | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | | | | |

| Southern California | | | | | | 20,654 | | | | | | $ | 679,826 | | | | | $ | 658,315 | | | | | $ | 21,511 | | | | | 3.3 | | % |

| Northern California | | | | | | 18,037 | | | | | | 664,800 | | | | | | 641,795 | | | | | | 23,005 | | | | | | 3.6 | | % |

| Seattle Metro | | | | | | 10,341 | | | | | | 298,363 | | | | | | 290,294 | | | | | | 8,069 | | | | | | 2.8 | | % |

| Total 2025 Same-Property | | | | | | 49,032 | | | | | | 1,642,989 | | | | | | 1,590,404 | | | | | | 52,585 | | | | | | 3.3 | | % |

| 2025 Non-Same Property | | | | | | | | | | | | 234,975 | | | | | | 173,781 | | | | | | 61,194 | | | | | | 35.2 | | % |

| Total rental and other property revenues | | | | | | | | | | | | $ | 1,877,964 | | | | | $ | 1,764,185 | | | | | $ | 113,779 | | | | | 6.4 | | % |

The increase was primarily attributable to an increase of 2.3% in average rental rates from $2,638 for 2024 to $2,699 for 2025 and 0.5% from a decrease in delinquencies.

*2025 Non-Same Property Revenues* increased by $61.2 million or 35.2% to $235.0 million in 2025 compared to $173.8 million in 2024.

The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park, Revere

*Property operating expenses, excluding real estate taxes* increased by $25.3 million or 7.7% to $353.4 million in 2025 compared to $328.1 million in 2024, primarily due to acquisitions in 2024 and 2025 identified in the Non-Same Property revenues section above and the increase of Same-Property operating expenses discussed below, partially offset by dispositions in 2024 and 2025.

2025 Same-Property operating expenses, excluding real estate taxes, increased by $16.4 million or 5.5% to $316.5 million in 2025 compared to $300.1 million in 2024, primarily due to increases of $8.1 million in utilities expenses resulting from increases in trash removal, water and sewer costs, $3.7 million in personnel costs due to wage inflation, and $2.6 million in maintenance and repairs expenses due to increases in water damage remediation costs.

*Real estate taxes* increased by $12.2 million or 6.3% to $205.6 million in 2025 compared to $193.4 million in 2024, primarily due to the net impact of acquisitions and dispositions in 2024 and 2025 identified in the Non-Same Property revenues section above.

The increase was partially offset by dispositions in 2024 and 2025.

*General and administrative expense* decreased by $27.0 million or 27.3% to $71.9 million in 2025 compared to $98.9 million in 2024, primarily due to a decrease of $31.3 million in political advocacy costs, partially offset by an increase of $5.8 million in personnel costs due to wage inflation.

The increase was primarily attributable to the dispositions of Highridge, Essex Skyline, The Grand and Fourth & U in 2025 compared to the disposition of Hillsdale Garden in 2024.

*Interest expense* increased by $22.9 million or 9.7% to $258.4 million in 2025 compared to $235.5 million in 2024*,* primarily due to the issuance in March 2024 and August 2024 of $550.0 million senior unsecured notes due April 2034, the issuance in February 2025 of $400.0 million senior unsecured notes due April 2035, borrowing on the new $300.0 million unsecured term loan in June and September 2025, and increased borrowing on the two unsecured lines of credit and the commercial paper program which resulted in an increase in interest expense of $46.2 million in 2025.

Additionally, there

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

*Interest and other income* decreased by $61.0 million or 75.3% to $20.0 million in 2025 compared to $81.0 million in 2024, primarily due to a decrease of $42.9 million in gains from legal settlements.

During the first quarter of 2024, the Company settled two lawsuits related to construction defects at two communities and received cash recoveries of $42.5 million.

The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain.

There were no material gains from legal settlements during 2025.

*Equity income from co-investments* decreased by $12.7 million or 26.3% to $35.5 million in 2025 compared to $48.2 million in 2024, primarily due to $12.6 million of impairment losses from unconsolidated co-investments in 2025 compared to $3.7 million in 2024.

Additionally, there was a decrease of $9.8 million in income from preferred equity investments due to a lower average outstanding investment balance in 2025 compared to 2024.

The overall decrease was offset by a $5.2 million gain recognized on the sale of a co-investment community during 2025 with no prior year equivalent.

*Gain on remeasurement of co-investment* of $0.3 million in 2025 resulted from the Company’s consolidation of its investment in Artizan.

While historically Essex has satisfied this distribution requirement by

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

The Company may elect to increase the facility by up to an additional $1.0 billion, to an aggregate size of $2.5 billion, if the lenders permit.

As of December 31, 2025, the Company had an unsecured commercial paper program (the “Commercial Paper Program”) to issue unsecured commercial paper notes with varying maturities up to 397 days from the date of issue (the “Notes”).

As of December 31, 2025, there was no amount of Notes outstanding under the Commercial Paper Program.

Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $750.0 million.

The Company’s $1.5 billion unsecured line of credit facility serves as a liquidity backstop and any issuances under the Commercial Paper Program reduce the available borrowing capacity.

The Notes rank equally in right of payment with all other senior unsecured senior obligations of the Operating Partnership and are unconditionally guaranteed by the Company.

The Company has used and expects to continue to use the proceeds from the Notes for general corporate purposes and working capital purposes.

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

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

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

In response to increased inflation, the U.S. Federal Reserve raised the federal funds rate throughout 2022 and 2023 resulting in a significant increase of market interest rates.

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

Concurrently, geopolitical tensions and regional conflicts have increased uncertainty during recent years.

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

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

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

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

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

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

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

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

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

*Property operating expenses, excluding real estate taxes* increased by $26.4 million or 8.8% to $326.1 million in 2024 compared to $299.7 million in 2023, primarily due to increases of $10.6 million in utilities expenses, $7.8 million in administrative expenses, $7.3 million in personnel costs, and $0.7 million in maintenance and repairs expenses.

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

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

the Seattle Metro region.

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

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

The increase was also due to borrowing on the $300.0 million unsecured term loan in April 2023, the $298.0 million of 10-year secured loans closed in July 2023, and increased borrowing on the Company’s unsecured lines of credit in 2024 resulting in a $16.2 million increase in interest expense.

*Interest and other income* increased by $34.7 million or 74.9% to $81.0 million in 2024 compared to $46.3 million in 2023, primarily due to increases of $34.8 million in legal settlements and $1.3 million in interest income, offset by a decrease of $1.7 million in realized and unrealized gains on marketable securities.

*Equity income from co-investments* increased by $37.6 million or 354.7% to $48.2 million in 2024 compared to $10.6 million in 2023, primarily due to a decrease of $30.0 million in impairment losses from unconsolidated co-investments, increases of $8.7 million in equity income from non-core co-investments, $1.5 million in co-investment promote income, and a decrease of $4.8 million in equity loss from co-investments.

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

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

meet all of its anticipated cash needs during 2025.

Hedge ineffectiveness related to cash flow hedges, which is reported in current year income as interest expense, net was zero for the years ended December 31, 2024, 2023 and 2022.

| Non-core co-investments | | | | | | — | | | | | | 86,000 | | | | | | 34,465 | | |

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

$6.4 million of these commitments are due within the next twelve months.

As of December 31, 2024, the Company was not deemed to be the primary beneficiary of any other VIEs.

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.

(1)The Company consolidates certain co-investments.

The noncontrolling interest’s share of net operating income in these investments for the years ended December 31, 2024, 2023 and 2022 were $2.9 million, $3.3 million, and $3.3 million, respectively.

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

(2)Represents tax related to net unrealized gains or losses on technology co-investments.

(3)Represents the Company’s share of co-investment income or loss from technology co-investments.

(5)Includes legal settlement gains of $42.5 million, $7.7 million, and $4.2 million for the for the years ended December 31, 2024, 2023 and 2022 respectively.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

As of December 31, [removed: 2024,] [added: 2025,] the Company had [added: five interest rate swap contracts and] two [added: forward starting] interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on the Company’s [removed: $300.0] [added: $600.0] million unsecured term [removed: loan and $47.5 million of variable rate mortgage notes payable.][added: loan.]

The Company’s interest rate swap was designated as a cash flow hedge as of December 31, [removed: 2024.][added: 2025.]

The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of December 31, [removed: 2024.][added: 2025.]

The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, [removed: 2024] [added: 2025] ($ in [removed: thousands).][added: thousands):]

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

| Total cash flow hedges | | | $ | [removed: 347,500] [added: 647,500] | | | | | [removed: 2026] [added: 2026-2030] | | | | | | $ | [removed: 5,467] [added: 1,973] | | | | | $ | [removed: 8,185] [added: 8,814] | | | | | $ | [removed: 2.732] [added: (4,989)] | |

Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of [removed: $220.8] [added: $258.8] million that effectively convert [removed: $220.8] [added: $258.8] million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and [removed: have] [added: had] a carrying value of zero as of December 31, [removed: 2024.][added: 2025.]

The Company is exposed to interest rate changes primarily as a result of its lines of [removed: credit] [added: credit, commercial paper,] and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations.

Management has estimated the fair value of the Company’s [removed: $5.9] [added: $6.0] billion of fixed rate debt as of December 31, [removed: 2024,] [added: 2025,] to be [removed: $5.5] [added: $5.8] billion.

Management has estimated the fair value of the Company’s [removed: $754.7] [added: $858.8] million of variable rate debt as of December 31, [removed: 2024,] [added: 2025,] to be [removed: $749.4] [added: $853.2] million [added: based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace.]

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair value | | |

| Average interest rate | | | 3.5 | | % | | | | [removed: 3.5] [added: 3.8] | | % | | | | [removed: 3.8] [added: 2.2] | | % | | | | [removed: 2.2] [added: 4.1] | | % | | | | [removed: 4.1] [added: 3.4] | | % | | | | [removed: 3.5] [added: 4.0] | | % | | | | | | | | | | | | |

[removed: (1)$220.8] [added: (1)$258.8] million of variable rate debt is tax exempt to the note holders.

The table incorporates only those exposures that exist as of December 31, [removed: 2024.][added: 2025.]

| Interest rate swaps | | | $ | 497,500 | | | | | 2026-2030 | | | | | | $ | 1,270 | | | | | $ | 5,293 | | | | | $ | (2,820) | |

| Forward starting interest rate swap | | | 150,000 | | | | | | 2030 | | | | | | 703 | | | | | | 3,521 | | | | | | (2,169) | | |

| Fixed rate debt | | | $ | 548,291 | | | | | $ | 350,000 | | | | | $ | 517,000 | | | | | $ | 500,000 | | | | | $ | 615,000 | | | | | $ | 3,448,000 | | | | | $ | 5,978,291 | | | | | $ | 5,767,386 | |

| Variable rate debt (1) | | | $ | 1,114 | | | | | $ | 84,397 | | | | | $ | 1,332 | | | | | $ | 1,456 | | | | | $ | 301,592 | | | | | $ | 468,889 | | | | | $ | 858,780 | | | | | $ | 853,192 | |

| Average interest rate | | | 3.7 | | % | | | | 3.5 | | % | | | | 3.7 | | % | | | | 3.7 | | % | | | | 4.0 | | % | | | | 4.0 | | % | | | | | | | | | | | | |

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

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

based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace.

| Fixed rate debt | | | $ | 643,035 | | | | | $ | 548,291 | | | | | $ | 419,558 | | | | | $ | 517,000 | | | | | $ | 500,000 | | | | | $ | 3,248,000 | | | | | $ | 5,875,884 | | | | | $ | 5,489,008 | |

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

| Average interest rate | | | 4.2 | | % | | | | 4.9 | | % | | | | 4.1 | | % | | | | 4.2 | | % | | | | 5.7 | | % | | | | 4.2 | | % | | | | | | | | | | | | |

Essex is the sole general partner of the Operating Partnership and as of December 31, [removed: 2024,] [added: 2025,] had an approximately [removed: 96.5%] [added: 96.6%] general partner interest in the Operating Partnership.

As of December 31, [removed: 2024,] [added: 2025,] the Company owned or had ownership interests in [removed: 255] [added: 259] operating apartment communities, aggregating [removed: 62,157] [added: 63,077] apartment homes, excluding the Company’s ownership in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of [added: one consolidated project and] various predevelopment projects (collectively, the “Portfolio”).

Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its [removed: regional] [added: regional,] economic, and local market research, and adjusts the geographic focus of its portfolio accordingly.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

- *Property Management* *–* Oversee delivery and quality of the housing provided to our tenants and manage the [removed: properties] [added: properties’] financial performance.

The table below summarizes acquisition activity for the year ended December 31, [removed: 2024] [added: 2025] ($ in millions):

| Property Name | | | | | | Location | | | | | | [added: Date | | | | | |] Apartment Homes | | | | | | Essex Ownership Percentage | | | | | | Contract Price at Pro Rata Share | | | | | |

The community was consolidated on the Company’s financial statements [removed: at] [added: with] a [removed: $46.6 million valuation.][added: valuation of $167.7 million.]

The table below summarizes disposition activity for the year ended December 31, [removed: 2024] [added: 2025] ($ in millions):

| Property Name | | | | | | Location | | | | | | [added: Date | | | | | |] Apartment Homes | | | | | | Sale Price at Pro Rata Share | | | | | |

As of December 31, [removed: 2024,] [added: 2025,] the Company’s development pipeline was comprised of [removed: various] [added: one] consolidated [added: development project of 543 apartment homes and various] predevelopment projects with total incurred costs of [removed: $52.7] [added: $157.1] million.

During [removed: 2024,] [added: 2025,] the Company made regularly scheduled principal payments of [removed: $3.1] [added: $2.5] million to its secured mortgage notes payable at an average interest rate of 3.5%.

In [removed: March 2024,] [added: February 2025,] the Operating Partnership issued [removed: $350.0] [added: $400.0] million of senior unsecured notes due on April 1, [removed: 2034] [added: 2035] with a coupon rate of [removed: 5.500%] [added: 5.375%] per annum (the [removed: "2034 Notes"),] [added: “2035 Notes”),] which are payable on April 1 and October 1 of each year, beginning on October 1, [removed: 2024.][added: 2025.]

The [removed: 2034] [added: 2035] Notes were offered to investors at a price of [removed: 99.752%] [added: 99.604%] of the principal amount.

The Company [removed: used] [added: intends to use] the net proceeds of this offering to repay [added: upcoming] debt maturities, including to fund a portion of the repayment of [removed: its] [added: the Company’s $450.0 million aggregate principal amount] outstanding [removed: 3.875%] [added: of 3.375%] senior [removed: unsecured] notes due [removed: May 2024] [added: April 2026,] and for other general corporate and working capital [removed: purposes.][added: purposes, which may include the funding of potential acquisition opportunities.]

As of December 31, [removed: 2024,] [added: 2025,] Moody’s Investor Service and Standard and Poor’s (“S&P”) credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

As of December 31, [removed: 2024,] [added: 2025,] the Company had two unsecured lines of credit aggregating [removed: $1.28] [added: $1.58] billion.

The Company’s $75.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus [removed: 0.765%,] [added: 0.775%,] which is based on a tiered rate structure tied to the Company’s [added: long-term unsecured] credit ratings, [removed: adjusted for the facility’s sustainability metric adjustment feature.][added: and a scheduled maturity date of July 2026.]

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

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company did not issue any shares of [added: its] common stock [removed: under] [added: through] the 2024 ATM [removed: Program or the 2021 ATM] Program.

As of December 31, [removed: 2024, there were no outstanding forward sale agreements, and] [added: 2025,] $900.0 million of shares remained available to be sold under the 2024 ATM [removed: Program.][added: Program, pending the settlement of outstanding forward sale agreements.]

In September 2022, the [removed: Company’s] [added: Company announced that its] Board of Directors approved a stock repurchase [removed: plan] [added: plan, without an expiration date,] to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company did not repurchase any shares.

As of December 31, [removed: 2024,] [added: 2025,] the Company had $302.7 million of purchase authority remaining under the stock repurchase plan.

For each joint venture the Company holds a non-controlling interest in the venture and, in most cases, may earn customary management fees, development fees, asset [removed: property] management [removed: fees,] [added: fees] and a promote interest.

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

The Company’s culture supports its mission and is guided by its core values: to act with integrity, to care about what matters, to do right with urgency, to lead at every [removed: level] [added: level,] and to seek fairness.

The Company is headquartered in San Mateo, CA, and has regional corporate offices in Woodland Hills, [removed: CA;] [added: CA,] Irvine, CA and Bellevue, WA.

As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: 1,715] [added: 1,689] employees, 99.8% of whom were [removed: full-time employees.][added: full-time.]

A total of [removed: 1,293] [added: 1,267] employees worked on-site at our operating [removed: communities] [added: communities,] and 422 [added: employees] worked in our corporate offices.

The Company also supports employee-led resource [removed: groups which are] [added: groups,] open to all [removed: employees and intended to] [added: employees, which] foster [removed: a sense of community and inclusion for associates at the Company that are intended to engage, educate, enable,] [added: connection] and [removed: empower the Company’s employees.][added: shared learning.]

The Company currently offers training courses to its associates via Workday Learning, and its associates spent [removed: 13,122] [added: 16,708] hours learning in [removed: 2024.][added: 2025.]

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

[removed: 38%] [added: 36%] of the Company’s associates have approached or surpassed the Company’s average tenure of [removed: 6.57] [added: 6.71] years, with [removed: 22%] [added: 24%] reaching beyond 10 years of service.

The Company has implemented enhanced safety programs, which include a [removed: new] Workplace Violence Prevention Program enacted companywide in 2024, regular safety inspections, emergency preparedness processes, hazard identification and control protocols, and related associate training.

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

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

As of December 31, [removed: 2024,] [added: 2025,] PWI had cash and marketable securities of [removed: $98.9] [added: $106.7] million, and is consolidated in the Company’s financial statements.

The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of its reasonably anticipated cash needs during [removed: 2025.][added: 2026.]

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

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

| The Plaza | | | | | | CA | | | | | | Jan-25 | | | | | | 307 | | | | | | 100% | | | | | | $ | 161.4 | | | | |

| One Hundred Grand | | | | | | CA | | | | | | Feb-25 | | | | | | 166 | | | | | | N/A | | | | | | 105.3 | | | (1) | | |

| ROEN Menlo Park | | | | | | CA | | | | | | Feb-25 | | | | | | 146 | | | | | | 100% | | | | | | 78.8 | | | | | |

| Revere Campbell | | | | | | CA | | | | | | May-25 | | | | | | 168 | | | | | | N/A | | | | | | 118.0 | | | (1) | | |

| The Parc at Pruneyard | | | | | | CA | | | | | | May-25 | | | | | | 252 | | | | | | 100% | | | | | | 122.5 | | | | | |

| ViO | | | | | | CA | | | | | | Sep-25 | | | | | | 234 | | | | | | 100% | | | | | | 100.0 | | | | | |

| 1250 Lakeside | | | | | | CA | | | | | | Nov-25 | | | | | | 250 | | | | | | 100% | | | | | | 143.5 | | | | | |

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

| Total acquisitions | | | | | | | | | | | | | | | | | | 1,523 | | | | | | | | | | | | $ | 829.5 | | | | |

(1)One Hundred Grand and Revere Campbell replaced Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, within the DownREIT structures of those entities pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (“Section 1031 Exchange”).

| Highridge | | | | | | CA | | | | | | Feb-25 | | | | | | 255 | | | | | | $ | 127.0 | | (1) | | |

| Essex Skyline | | | | | | CA | | | | | | Apr-25 | | | | | | 350 | | | | | | 239.6 | | | | | |

| The Grand | | | | | | CA | | | | | | Jul-25 | | | | | | 243 | | | | | | 97.5 | | | | | |

| 8th & Republican | | | | | | WA | | | | | | Sep-25 | | | | | | 211 | | | | | | 47.4 | | | (2) | | |

| Fourth & U | | | | | | CA | | | | | | Sep-25 | | | | | | 171 | | | | | | 52.3 | | | | | |

| Total dispositions | | | | | | | | | | | | | | | | | | 1,230 | | | | | | $ | 563.8 | | | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

(1)Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, was replaced by One Hundred Grand and Revere Campbell within the DownREIT structures of those entities pursuant to a Section 1031 Exchange.

(2)Wesco V, LLC, a joint venture in which the Company owns a 50.0% interest, sold one of its apartment home communities for a total contract price of $94.9 million.

The estimated remaining project costs are approximately $200.9 million, for total estimated project costs of $358.0 million.

The Company used the net proceeds of this offering to repay the Company’s $500.0 million senior unsecured notes at maturity in April 2025.

In May 2025, the Operating Partnership obtained a new $300.0 million unsecured term loan priced at Secured Overnight Financing Rate (“SOFR”) plus 0.85% which is based on a tiered rate structure tied to the Company’s long-term unsecured credit rating with a one-year delayed draw feature.

The Company may elect to increase this facility by up to an additional $300.0 million, to an aggregate size of $600.0 million, if the lenders permit.

This term loan is scheduled to mature in May 2028, with two one-year extension options, exercisable at the option of the Company.

As of December 31, 2025, the Company had drawn $300.0 million on this term loan facility.

The Company has entered into floating-to-fixed interest rate swaps to fix the interest rate for $197.5 million of the new term loan facility to an all-in rate of 4.1%.

In October 2022, the Operating Partnership obtained a $300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85% with an original maturity date of October 2024 with three 12-month extension options, exercisable at the Company’s option.

In September 2024, the Company exercised its first option, extending the maturity date to October 2025.

In October 2025, the Company executed an amendment of its existing $300.0 million unsecured term loan to extend the maturity date from October 2027 to January 2031, inclusive of extension options exercisable at the Company’s option.

The interest rate was reduced by 0.10% to SOFR plus 0.85% and is swapped to an all-in fixed rate of 4.2% and the swap has a termination date of October 2026.

In December 2025, the Operating Partnership issued $350.0 million of senior unsecured notes due on February 15, 2036 with a coupon rate of 4.875% per annum (the “2036 Notes”), which are payable on February 15 and August 15 of each year, beginning on August 15, 2025.

The 2036 Notes were offered to investors at a price of 99.093% of the principal amount.

These proceeds initially may be used to fund the repayment of outstanding indebtedness under the Company’s commercial paper program and unsecured credit facilities and/or invested in short-term securities.

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

The Company’s $1.5 billion credit facility had an interest rate of SOFR plus 0.775%, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings.

In July 2025, the Company amended this revolving credit facility increasing the borrowing capacity from $1.2 billion to $1.5 billion and extended its maturity from January 2029 to January 2030 with two six-month extensions, exercisable at the Company’s option.

The Company may elect to increase the facility by up to an additional $1.0 billion, to an aggregate size of $2.5 billion, if the lenders permit.

In May 2025, the Company entered into a commercial paper program under which it can issue unsecured short-term notes, which are backstopped by, and reduce the borrowing capacity of the Company’s $1.5 billion unsecured line of credit facility.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company’s $1.2 billion credit facility had an interest rate of Adjusted Secured Overnight Financing Rate (“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 date of January 2029 with two six-month extensions, exercisable at the Company’s option.

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

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

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.

The plan supersedes the Company’s previous common stock repurchase plan announced in December 2015.

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

The Company believes it has a broad perspective that better serves both the communities it operates in and the associates it employs due to fostering one of the most talented and diverse workforces among its peers in the real estate industry.

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

Engagement surveys are split into three phases: new hire surveys, Company-wide annual surveys, and exit surveys.

90% of Company employees participated in the surveys in 2024.

The Company’s overall engagement score on the surveys was 8 out of 10.

Goal setting, Performance, and Alignment were recognized as the top three areas of strength for the organization.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of Essex Property Trust, Inc. was approximately [removed: $17.4] [added: $18.1] billion.

As of February [removed: 19, 2025, 64,325,080] [added: 13, 2026, 64,475,506] shares of common stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding.

Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A in connection with the [removed: 2025] [added: 2026] annual meeting of stockholders of Essex Property Trust, Inc. are incorporated by reference in Part III of this Annual Report on Form 10-K.

Such Proxy Statement will be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a [removed: Delaware] [added: California] limited partnership of which Essex Property Trust, Inc. is the sole general partner.

As of December 31, [removed: 2024,] [added: 2025,] Essex owned approximately [removed: 96.5%] [added: 96.6%] of the ownership interest in the Operating Partnership with the remaining [removed: 3.5%] [added: 3.4%] interest owned by limited partners.

The noncontrolling interest in the Operating Partnership’s consolidated financial statements [removed: include] [added: includes] the interest of unaffiliated partners in various consolidated partnerships and co-investment partners.

The noncontrolling interest in Essex’s consolidated financial statements [removed: include] [added: includes] (i) the same noncontrolling interest as presented in the Operating Partnership’s consolidated financial statements and (ii) OP Unitholders.

[removed: 2024] [added: 2025] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#idadfa9b68d624f77a785b532012bae71_16)] [added: [Business](#if4e1c51360ec44528eb1f5452b017a5a_16)] | | | [removed: [2](#idadfa9b68d624f77a785b532012bae71_16)] [added: [2](#if4e1c51360ec44528eb1f5452b017a5a_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idadfa9b68d624f77a785b532012bae71_19)] [added: Factors](#if4e1c51360ec44528eb1f5452b017a5a_19)] | | | [removed: [9](#idadfa9b68d624f77a785b532012bae71_19)] [added: [9](#if4e1c51360ec44528eb1f5452b017a5a_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idadfa9b68d624f77a785b532012bae71_22)] [added: Comments](#if4e1c51360ec44528eb1f5452b017a5a_22)] | | | [removed: [23](#idadfa9b68d624f77a785b532012bae71_22)] [added: [23](#if4e1c51360ec44528eb1f5452b017a5a_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#idadfa9b68d624f77a785b532012bae71_25)] [added: [Cybersecurity](#if4e1c51360ec44528eb1f5452b017a5a_25)] | | | [removed: [23](#idadfa9b68d624f77a785b532012bae71_25)] [added: [23](#if4e1c51360ec44528eb1f5452b017a5a_25)] | | |

| Item 2. | | | [removed: [Properties](#idadfa9b68d624f77a785b532012bae71_28)] [added: [Properties](#if4e1c51360ec44528eb1f5452b017a5a_28)] | | | [removed: [25](#idadfa9b68d624f77a785b532012bae71_28)] [added: [25](#if4e1c51360ec44528eb1f5452b017a5a_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idadfa9b68d624f77a785b532012bae71_31)] [added: Proceedings](#if4e1c51360ec44528eb1f5452b017a5a_31)] | | | [removed: [32](#idadfa9b68d624f77a785b532012bae71_31)] [added: [32](#if4e1c51360ec44528eb1f5452b017a5a_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idadfa9b68d624f77a785b532012bae71_34)] [added: Disclosures](#if4e1c51360ec44528eb1f5452b017a5a_34)] | | | [removed: [32](#idadfa9b68d624f77a785b532012bae71_34)] [added: [32](#if4e1c51360ec44528eb1f5452b017a5a_34)] | | |

| Item 5. | | | [Market for [removed: Registrant](#idadfa9b68d624f77a785b532012bae71_40)[’](#idadfa9b68d624f77a785b532012bae71_40)[s] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idadfa9b68d624f77a785b532012bae71_40)] [added: Securities](#if4e1c51360ec44528eb1f5452b017a5a_40)] | | | [removed: [33](#idadfa9b68d624f77a785b532012bae71_40)] [added: [33](#if4e1c51360ec44528eb1f5452b017a5a_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#idadfa9b68d624f77a785b532012bae71_43)] [added: [\[Reserved\]](#if4e1c51360ec44528eb1f5452b017a5a_43)] | | | [removed: [37](#idadfa9b68d624f77a785b532012bae71_43)] [added: [37](#if4e1c51360ec44528eb1f5452b017a5a_43)] | | |

| Item 7. | | | [removed: [Management](#idadfa9b68d624f77a785b532012bae71_46)[’](#idadfa9b68d624f77a785b532012bae71_46)[s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idadfa9b68d624f77a785b532012bae71_46)] [added: Operations](#if4e1c51360ec44528eb1f5452b017a5a_46)] | | | [removed: [38](#idadfa9b68d624f77a785b532012bae71_46)] [added: [38](#if4e1c51360ec44528eb1f5452b017a5a_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risks](#idadfa9b68d624f77a785b532012bae71_58)] [added: Risks](#if4e1c51360ec44528eb1f5452b017a5a_58)] | | | [removed: [49](#idadfa9b68d624f77a785b532012bae71_58)] [added: [49](#if4e1c51360ec44528eb1f5452b017a5a_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idadfa9b68d624f77a785b532012bae71_61)] [added: Data](#if4e1c51360ec44528eb1f5452b017a5a_61)] | | | [removed: [50](#idadfa9b68d624f77a785b532012bae71_61)] [added: [50](#if4e1c51360ec44528eb1f5452b017a5a_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idadfa9b68d624f77a785b532012bae71_64)] [added: Disclosure](#if4e1c51360ec44528eb1f5452b017a5a_64)] | | | [removed: [50](#idadfa9b68d624f77a785b532012bae71_64)] [added: [50](#if4e1c51360ec44528eb1f5452b017a5a_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idadfa9b68d624f77a785b532012bae71_67)] [added: Procedures](#if4e1c51360ec44528eb1f5452b017a5a_67)] | | | [removed: [50](#idadfa9b68d624f77a785b532012bae71_67)] [added: [50](#if4e1c51360ec44528eb1f5452b017a5a_67)] | | |

| Item 9B. | | | [Other [removed: Information](#idadfa9b68d624f77a785b532012bae71_70)] [added: Information](#if4e1c51360ec44528eb1f5452b017a5a_70)] | | | [removed: [51](#idadfa9b68d624f77a785b532012bae71_70)] [added: [51](#if4e1c51360ec44528eb1f5452b017a5a_70)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idadfa9b68d624f77a785b532012bae71_73)] [added: Inspections](#if4e1c51360ec44528eb1f5452b017a5a_76)] | | | [removed: [51](#idadfa9b68d624f77a785b532012bae71_73)] [added: [52](#if4e1c51360ec44528eb1f5452b017a5a_76)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idadfa9b68d624f77a785b532012bae71_79)] [added: Governance](#if4e1c51360ec44528eb1f5452b017a5a_82)] | | | [removed: [52](#idadfa9b68d624f77a785b532012bae71_79)] [added: [53](#if4e1c51360ec44528eb1f5452b017a5a_82)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idadfa9b68d624f77a785b532012bae71_82)] [added: Compensation](#if4e1c51360ec44528eb1f5452b017a5a_85)] | | | [removed: [52](#idadfa9b68d624f77a785b532012bae71_82)] [added: [53](#if4e1c51360ec44528eb1f5452b017a5a_85)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idadfa9b68d624f77a785b532012bae71_85)] [added: Matters](#if4e1c51360ec44528eb1f5452b017a5a_88)] | | | [removed: [52](#idadfa9b68d624f77a785b532012bae71_85)] [added: [53](#if4e1c51360ec44528eb1f5452b017a5a_88)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idadfa9b68d624f77a785b532012bae71_88)] [added: Independence](#if4e1c51360ec44528eb1f5452b017a5a_91)] | | | [removed: [52](#idadfa9b68d624f77a785b532012bae71_88)] [added: [53](#if4e1c51360ec44528eb1f5452b017a5a_91)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#idadfa9b68d624f77a785b532012bae71_91)] [added: Services](#if4e1c51360ec44528eb1f5452b017a5a_94)] | | | [removed: [52](#idadfa9b68d624f77a785b532012bae71_91)] [added: [53](#if4e1c51360ec44528eb1f5452b017a5a_94)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idadfa9b68d624f77a785b532012bae71_97)] [added: Schedules](#if4e1c51360ec44528eb1f5452b017a5a_100)] | | | [removed: [53](#idadfa9b68d624f77a785b532012bae71_97)] [added: [54](#if4e1c51360ec44528eb1f5452b017a5a_100)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idadfa9b68d624f77a785b532012bae71_97)] [added: Summary](#if4e1c51360ec44528eb1f5452b017a5a_100)] | | | [removed: [53](#idadfa9b68d624f77a785b532012bae71_97)] [added: [54](#if4e1c51360ec44528eb1f5452b017a5a_100)] | | |

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

| [Signatures](#if4e1c51360ec44528eb1f5452b017a5a_217) | | | | | | [S-](#if4e1c51360ec44528eb1f5452b017a5a_217)[1](#if4e1c51360ec44528eb1f5452b017a5a_217) | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

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

The Company’s technology management team [removed: performs enterprise-level] [added: conducts] risk assessments designed to help identify [added: material cybersecurity risks to our critical systems and information.]

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

The Company provides training to its employees on cybersecurity matters, [removed: performs] [added: conducts] periodic [added: tabletop incident response exercises, performs recurring] awareness testing to facilitate compliance with the Company’s cybersecurity policies, and maintains a method for its employees and consultants to communicate any suspected cybersecurity incident.

The CTO reports to the Chief Executive Officer [removed: (“CEO”)] and provides updates to the Company’s senior leadership team on a regular basis, at least quarterly, about risks from cybersecurity threats, the results of penetration tests, vulnerability scans and userbase issues.

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

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).

Accordingly, we use NIST CSF as a

guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

The Company's risk assessment and management processes also address emerging cybersecurity threats, including those that are AI-enabled.

Furthermore, the Company has adopted internal guidelines designed to address employee use of third-party artificial intelligence tools and protect confidential Company information from unauthorized disclosure to such tools.

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

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

The Company’s portfolio as of December 31, [removed: 2024] [added: 2025] (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of [removed: 255] [added: 259] stabilized operating apartment communities (comprising [removed: 62,157] [added: 63,077] apartment homes), of which [removed: 26,484] [added: 26,265] apartment homes are located in Southern California, [removed: 22,804] [added: 24,154] apartment homes are located in Northern California, and [removed: 12,869] [added: 12,658] apartment homes are located in the Seattle metropolitan area.

The Company’s apartment communities accounted for [removed: 99.0%] [added: 99.2%] of the Company’s revenues for the year ended December 31, [removed: 2024.][added: 2025.]

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

As of December 31, [removed: 2024,] [added: 2025,] the Company’s communities include [removed: 103] [added: 105] garden-style, [removed: 142] [added: 146] mid-rise, and [removed: 10] [added: 8] high-rise communities.

The Company owns two operating commercial buildings (totaling approximately 185,000 square feet) located in California and Washington, of which the Company occupied an aggregate of approximately 50,000 square feet as of December 31, [removed: 2024.][added: 2025.]

Furthermore, as of December 31, [removed: 2024,] [added: 2025,] the commercial buildings’ physical occupancy rate was [removed: 93%] [added: 85%] consisting of [removed: seven] [added: six] tenants, including the Company.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

The table below describes the Company’s operating portfolio as of December 31, [removed: 2024] [added: 2025] (See Note 8, “Mortgage Notes Payable” to the Company’s consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for more information about the Company’s secured mortgage debt and Schedule III thereto for a list of secured mortgage loans related to the Company’s portfolio.):

| Park Viridian | | | | | | Anaheim, CA | | | | | | Mid-rise | | | | | | [removed: 320] [added: 326] | | | | | | 2008 | | | | | | 2014 | | | | | | [removed: 96%] [added: 95%] | | |

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

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

| Mesa Village | | | | | | Clairemont, CA | | | | | | Garden | | | | | | 133 | | | | | | 1963 | | | | | | 2002 | | | | | | [removed: 95%] [added: 96%] | | |

| Regency at Encino | | | | | | Encino, CA | | | | | | Mid-rise | | | | | | 75 | | | | | | 1989 | | | | | | 2009 | | | | | | [removed: 95%] [added: 96%] | | |

| The Havens | | | | | | Fountain Valley, CA | | | | | | Garden | | | | | | 440 | | | | | | 1969 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Valley Park | | | | | | Fountain Valley, CA | | | | | | Garden | | | | | | 160 | | | | | | 1969 | | | | | | 2001 | | | | | | [removed: 96%] [added: 97%] | | |

| Capri at Sunny Hills (5) | | | | | | Fullerton, CA | | | | | | Garden | | | | | | 102 | | | | | | 1961 | | | | | | 2001 | | | | | | [removed: 93%] [added: 95%] | | |

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

| Pinnacle at Fullerton | | | | | | Fullerton, CA | | | | | | Mid-rise | | | | | | 192 | | | | | | 2004 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Montejo | | | | | | Garden Grove, CA | | | | | | Garden | | | | | | 124 | | | | | | 1974 | | | | | | 2001 | | | | | | [removed: 97%] [added: 96%] | | |

| Huntington Breakers | | | | | | Huntington Beach, CA | | | | | | Mid-rise | | | | | | 344 | | | | | | 1984 | | | | | | 1997 | | | | | | [removed: 97%] [added: 96%] | | |

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

| Trabuco Villas | | | | | | Lake Forest, CA | | | | | | Mid-rise | | | | | | 132 | | | | | | 1985 | | | | | | 1997 | | | | | | [removed: 96%] [added: 98%] | | |

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

| Pathways at Bixby Village | | | | | | Long Beach, CA | | | | | | Garden | | | | | | 296 | | | | | | 1975 | | | | | | 1991 | | | | | | [removed: 97%] [added: 96%] | | |

| 5600 Wilshire | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 284 | | | | | | 2008 | | | | | | 2014 | | | | | | [removed: 95%] [added: 96%] | | |

| Alessio | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 624 | | | | | | 2001 | | | | | | 2014 | | | | | | [removed: 94%] [added: 95%] | | |

| Ashton Sherman Village | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 264 | | | | | | 2014 | | | | | | 2016 | | | | | | [removed: 97%] [added: 96%] | | |

| The Avery | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | [removed: 121] [added: 122] | | | | | | 2014 | | | | | | 2014 | | | | | | 96% | | |

| Bellerive | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 63 | | | | | | 2011 | | | | | | 2011 | | | | | | [removed: 96%] [added: 95%] | | |

| Belmont Station | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 275 | | | | | | 2009 | | | | | | 2009 | | | | | | [removed: 94%] [added: 96%] | | |

| Catalina Gardens | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 128 | | | | | | 1987 | | | | | | 2014 | | | | | | [removed: 94%] [added: 96%] | | |

| Cochran Apartments | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 58 | | | | | | 1989 | | | | | | 1998 | | | | | | [removed: 96%] [added: 97%] | | |

| Gas Company Lofts (6) | | | | | | Los Angeles, CA | | | | | | High-rise | | | | | | 251 | | | | | | 2004 | | | | | | 2013 | | | | | | [removed: 92%] [added: 95%] | | |

| Marbella | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 60 | | | | | | 1991 | | | | | | 2005 | | | | | | [removed: 96%] [added: 97%] | | |

| Pacific Electric Lofts (7) | | | | | | Los Angeles, CA | | | | | | High-rise | | | | | | 314 | | | | | | 2006 | | | | | | 2012 | | | | | | [removed: 93%] [added: 94%] | | |

| Park Catalina | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 90 | | | | | | 2002 | | | | | | 2012 | | | | | | [removed: 95%] [added: 96%] | | |

| Park Place | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 60 | | | | | | 1988 | | | | | | 1997 | | | | | | [removed: 96%] [added: 97%] | | |

| Regency Palm Court | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 116 | | | | | | 1987 | | | | | | 2014 | | | | | | [removed: 93%] [added: 94%] | | |

| The Blake LA | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 196 | | | | | | 1979 | | | | | | 1997 | | | | | | [removed: 98%] [added: 96%] | | |

| Wallace on Sunset | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 200 | | | | | | 2021 | | | | | | 2021 | | | | | | [removed: 91%] [added: 95%] | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| TENTEN Downtown | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 376 | | | | | | 2021 | | | | | | 2025 | | | | | | 88% | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| | | | | | | | | | | | | | | | | | | 26,265 | | | | | | | | | | | | | | | | | | 96% | | |

| Revere Campbell (5) | | | | | | Campbell, CA | | | | | | Mid-rise | | | | | | 168 | | | | | | 2015 | | | | | | 2025 | | | | | | 95% | | |

| The Parc at Pruneyard | | | | | | Campbell, CA | | | | | | Garden | | | | | | 252 | | | | | | 1968 | | | | | | 2025 | | | | | | 95% | | |

| One Hundred Grand (5) | | | | | | Foster City, CA | | | | | | Mid-rise | | | | | | 166 | | | | | | 2016 | | | | | | 2025 | | | | | | 95% | | |

| The Plaza | | | | | | Foster City, CA | | | | | | Mid-rise | | | | | | 307 | | | | | | 2013 | | | | | | 2025 | | | | | | 96% | | |

| ROEN Menlo Park | | | | | | Menlo Park, CA | | | | | | Garden | | | | | | 146 | | | | | | 2017 | | | | | | 2025 | | | | | | 94% | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| Artizan | | | | | | Oakland, CA | | | | | | Mid-rise | | | | | | 241 | | | | | | 2022 | | | | | | 2025 | | | | | | 94% | | |

| ViO | | | | | | San Jose, CA | | | | | | Mid-rise | | | | | | 234 | | | | | | 2016 | | | | | | 2025 | | | | | | 94% | | |

| 1250 Lakeside | | | | | | Sunnyvale, CA | | | | | | Mid-rise | | | | | | 250 | | | | | | 2021 | | | | | | 2025 | | | | | | 98% | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| | | | | | | | | | | | | | | | | | | 24,154 | | | | | | | | | | | | | | | | | | 96% | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| | | | | | | | | | | | | | | | | | | 12,658 | | | | | | | | | | | | | | | | | | 96% | | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| | | | | | | | | | | | | | | | | | | Apartment | | | | | | Year | | | | | | Year | | | | | | | | |

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (2) | | | | | | Occupancy(3) | | |

| Highridge (5) | | | | | | Rancho Palos Verdes, CA | | | | | | Mid-rise | | | | | | 255 | | | | | | 1972 | | | | | | 1997 | | | | | | 96% | | |

| Essex Skyline (11) | | | | | | Santa Ana, CA | | | | | | High-rise | | | | | | 350 | | | | | | 2008 | | | | | | 2010 | | | | | | 94% | | |

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

| Fourth & U | | | | | | Berkeley, CA | | | | | | Mid-rise | | | | | | 171 | | | | | | 2010 | | | | | | 2010 | | | | | | 94% | | |

| The Grand | | | | | | Oakland, CA | | | | | | High-rise | | | | | | 243 | | | | | | 2009 | | | | | | 2009 | | | | | | 95% | | |

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

| 8th & Republican (15) | | | | | | Seattle, WA | | | | | | Mid-rise | | | | | | 211 | | | | | | 2016 | | | | | | 2017 | | | | | | 97% | | |

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

(11)The Company has a 97% interest and a former Executive Vice President of the Company has a 3% interest in this community.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

The approximate number of holders of record of the shares of Essex’s common stock was [removed: 973] [added: 931] as of February [removed: 19, 2025.][added: 13, 2026.]

As of February [removed: 19, 2025,] [added: 13, 2026,] there were [removed: 62] [added: 61] holders of record of OP Units, including Essex.

Under [added: the applicable] provisions of the Code, the portion of [removed: the] [added: any] cash [added: distribution on Essex’s common stock paid out of its current or accumulated earnings and profits is treated as a] dividend, [added: and the portion of such cash distribution,] if any, that exceeds [added: its] earnings and profits is [removed: considered] [added: treated as] a return of [removed: capital.][added: capital, for federal income tax purposes.]

[removed: The] [added: Such] return of capital [removed: is generated] [added: may arise] due to a variety of factors, including the deduction of non-cash expenses, primarily depreciation, in the determination of earnings and profits.

Cash dividends [removed: distributed] [added: on Essex’s common stock] for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022 related to common stock] [added: 2023] were classified for federal income tax purposes as follows:

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Ordinary income | | | | | | [removed: 98.19] [added: 96.74] | | % | | | | [removed: 88.46] [added: 98.19] | | % | | | | [removed: 80.17] [added: 88.46] | | % |

| Capital gain | | | | | | [removed: 1.81] [added: 1.43] | | % | | | | [removed: 8.32] [added: 1.81] | | % | | | | [removed: 16.78] [added: 8.32] | | % |

| Unrecaptured section 1250 capital gain | | | | | | [removed: —] [added: 1.83] | | % | | | | [removed: 3.22] [added: —] | | % | | | | [removed: 3.05] [added: 3.22] | | % |

Future [removed: dividends/distributions] [added: dividends and distributions] by Essex and the Operating Partnership will be at the discretion of the Board of Directors of Essex and will depend on the actual cash flows from operations of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, applicable legal restrictions and such other factors as the Board of Directors deems relevant.

There are currently no contractual restrictions on Essex’s and the Operating Partnership’s present or future ability to pay dividends [removed: and] [added: or] distributions, and we do not anticipate that our ability to pay [removed: dividends/distributions] [added: dividends or distributions] will be impaired; however, there can be no assurances in that regard.

The Board of Directors declared a dividend/distribution for the fourth quarter of [removed: 2024] [added: 2025] of [removed: $2.45] [added: $2.57] per share.

The dividend/distribution was paid on January 15, [removed: 2025] [added: 2026] to stockholders/unitholders of record as of January 2, [removed: 2025.][added: 2026.]

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, under the heading “Equity Compensation Plans,” to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company did not issue any shares of common stock under the 2024 ATM [removed: Program or the 2021 ATM] Program.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company did not repurchase any shares.

As of December 31, [removed: 2024,] [added: 2025,] the Company had $302.7 million of purchase authority remaining under the stock repurchase plan.

This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, [removed: 2019] [added: 2020] and that all dividends were reinvested.

[removed: ][added: ]

| Index | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Essex issued an aggregate of [removed: 56,304] [added: 41,408] and [removed: zero] [added: 56,304] shares of its common stock upon the exercise of stock options, respectively.

Essex contributed the proceeds from the option exercises of [removed: $12.3] [added: $8.9] million to the Operating Partnership in exchange for an aggregate of [removed: 56,304] [added: 41,408] OP Units, as required by the Operating Partnership’s partnership agreement, during the year ended December 31, [removed: 2024.][added: 2025.]

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Essex issued an aggregate of [removed: 13,217] [added: 39,402] and [removed: 22,236] [added: 13,217] shares, respectively, of its common stock in connection with restricted stock awards for no cash consideration.

For each share of common stock issued by Essex in connection with such awards, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership’s partnership agreement, for an aggregate of [removed: 13,217] [added: 39,402] and [removed: 22,236] [added: 13,217] OP Units during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Essex issued an aggregate of [removed: 7,448] [added: 81,014] and [removed: 13,684] [added: 7,448] shares of its common stock in connection with the exchange of OP Units by limited partners into shares of common stock.

For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership’s partnership agreement, for an aggregate of [removed: 7,448] [added: 81,014] and [removed: 13,684] [added: 7,448] OP Units during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Company did not issue or sell any shares of common stock pursuant to the 2024 ATM [removed: Program and 2021 ATM] Program.

As of December 31, 2025, the Company had outstanding forward sale agreements with respect to 52,600 shares of common stock at an initial gross weighted average forward price of $314.06 per share, which are to be settled by September 2026, and $900.0 million of shares remained available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

| Essex Property Trust, Inc. | | | | | | $ | 100.00 | | | | | $ | 152.40 | | | | | $ | 94.85 | | | | | $ | 115.70 | | | | | $ | 136.94 | | | | | $ | 130.12 | |

| FTSE NAREIT Equity Apartments Index | | | | | | $ | 100.00 | | | | | $ | 163.61 | | | | | $ | 111.34 | | | | | $ | 117.87 | | | | | $ | 142.02 | | | | | $ | 129.86 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

As of December 31, 2025, the Company had outstanding forward sale agreements with respect to 52,600 shares of common stock at an initial gross weighted average forward price of $314.06 per share, which are to be settled by September 2026.

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

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

As of December 31, 2024, there were no outstanding forward sale agreements, and $900.0 million of shares remained available to be sold under the 2024 ATM Program.

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

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

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

As of December 31, 2024, there were no outstanding forward sale agreements.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

As of December 31, [removed: 2024,] [added: 2025,] Essex carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2024,] [added: 2025,] Essex’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.

Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

[removed: Essex’s] [added: The Operating Partnership’s] management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] its internal control over financial reporting was effective based on these criteria.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

As of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

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

Essex’s management has concluded that, as of December 31, 2025, its internal control

[removed: Except as described below, during] [added: During] the three months ended December 31, [removed: 2024,] [added: 2025,] none of our officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement*.”*

Federal Income Tax Considerations

The discussion under the heading “Material Federal Income Tax Considerations” in Exhibit 99.1 hereto (incorporated herein by reference) replaces and supersedes in all respects the information contained under the heading “Material Federal Income Tax Considerations” that is contained in the prospectus dated August 5, 2024, which is part of the Company’s and the Operating

*[Table of Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*

Partnership’s Registration Statement on Form S-3 (File No. 333-281244) filed with the Securities and Exchange Commission on August 5, 2024.

On November 18, 2024, Amal Johnson, a director, modified a previously adopted “Rule 10b5-1 trading arrangement”, as such item is defined in Item 408(a) of Regulation S-K, that provides for the potential exercise of stock options and associated sale of up to 15,258 shares of common stock.

The plan had an initial adoption date of February 8, 2024 and will expire on November 20, 2026, subject to early termination for certain specified events as set forth in the plan.

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, under the heading “Board and Corporate Governance Matters,” to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, under the headings [removed: “Named Executive Officer] [added: “Director] Compensation” and [removed: “Director Compensation,”] [added: “Compensation Discussion and Analysis,”] to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, under the heading “Security Ownership of Certain Beneficial Owners and Management,” to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, under the heading “Certain Relationships and Related Person Transactions,” to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, under the headings “Report of the Audit Committee” and “Fees Paid to KPMG LLP,” to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_100)[1](#idadfa9b68d624f77a785b532012bae71_100)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_103)[1](#if4e1c51360ec44528eb1f5452b017a5a_103)] | | |

| Consolidated Balance Sheets: As of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_109)[6](#idadfa9b68d624f77a785b532012bae71_109)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_112)[6](#if4e1c51360ec44528eb1f5452b017a5a_112)] | | |

| Consolidated Statements of Income: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_112)[7](#idadfa9b68d624f77a785b532012bae71_112)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_115)[7](#if4e1c51360ec44528eb1f5452b017a5a_115)] | | |

| Consolidated Statements of Comprehensive Income: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_115)[8](#idadfa9b68d624f77a785b532012bae71_115)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_118)[8](#if4e1c51360ec44528eb1f5452b017a5a_118)] | | |

| Consolidated Statements of Equity: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_118)[9](#idadfa9b68d624f77a785b532012bae71_118)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_121)[9](#if4e1c51360ec44528eb1f5452b017a5a_121)] | | |

| Consolidated Statements of Cash Flows: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_121)[11](#idadfa9b68d624f77a785b532012bae71_121)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_124)[11](#if4e1c51360ec44528eb1f5452b017a5a_124)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_139)[20](#idadfa9b68d624f77a785b532012bae71_139)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_142)[20](#if4e1c51360ec44528eb1f5452b017a5a_142)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_106)[4](#idadfa9b68d624f77a785b532012bae71_106)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_109)[4](#if4e1c51360ec44528eb1f5452b017a5a_109)] | | |

| Consolidated Balance Sheets: As of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_124)[13](#idadfa9b68d624f77a785b532012bae71_124)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_127)[13](#if4e1c51360ec44528eb1f5452b017a5a_127)] | | |

| Consolidated Statements of Income: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_127)[14](#idadfa9b68d624f77a785b532012bae71_127)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_130)[14](#if4e1c51360ec44528eb1f5452b017a5a_130)] | | |

| Consolidated Statements of Comprehensive Income: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_130)[15](#idadfa9b68d624f77a785b532012bae71_130)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_133)[15](#if4e1c51360ec44528eb1f5452b017a5a_133)] | | |

| Consolidated Statements of Capital: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_133)[16](#idadfa9b68d624f77a785b532012bae71_133)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_136)[16](#if4e1c51360ec44528eb1f5452b017a5a_136)] | | |

| Consolidated Statements of Cash Flows: Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_136)[18](#idadfa9b68d624f77a785b532012bae71_136)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_139)[18](#if4e1c51360ec44528eb1f5452b017a5a_139)] | | |

| (3) Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, [removed: 2024] [added: 2025] | | | [removed: [F-](#idadfa9b68d624f77a785b532012bae71_202)[56](#idadfa9b68d624f77a785b532012bae71_202)] [added: [F-](#if4e1c51360ec44528eb1f5452b017a5a_208)[55](#if4e1c51360ec44528eb1f5452b017a5a_208)] | | |

| Notes to Consolidated Financial Statements | | | [F-](#if4e1c51360ec44528eb1f5452b017a5a_142)[20](#if4e1c51360ec44528eb1f5452b017a5a_142) | | |

*[Table of [removed: Contents](#idadfa9b68d624f77a785b532012bae71_10)*][added: Contents](#if4e1c51360ec44528eb1f5452b017a5a_10)*]

We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: $11.4] [added: $11.9] billion in rental properties.

We have audited Essex Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion on those 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

As of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership had [removed: $11.4] [added: $11.9] billion in rental properties.

December 31, [added: 2025,] 2024 and 2023

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Land and land improvements | | | $ | [removed: 3,246,789] [added: 3,363,169] | | | | | $ | [removed: 3,036,912] [added: 3,246,789] | |

| Buildings and improvements | | | [removed: 14,342,729] [added: 15,073,416] | | | | | | [removed: 13,098,311] [added: 14,342,729] | | |

| Less: accumulated depreciation | | | [removed: (6,150,618)] [added: (6,532,003)] | | | | | | [removed: (5,664,931)] [added: (6,150,618)] | | |

| Real estate under development | | | [removed: 52,682] [added: 157,122] | | | | | | [removed: 23,724] [added: 52,682] | | |

| Co-investments | | | [removed: 935,014] [added: 630,550] | | | | | | [removed: 1,061,733] [added: 935,014] | | |

| Cash and cash [removed: equivalents-unrestricted] [added: equivalents - unrestricted] | | | [added: $ | 76,241 | | | | | $ |] 66,795 | | | | | [added: $] | 391,749 | | [removed: |]

| Cash and cash [removed: equivalents-restricted] [added: equivalents - restricted] | | | [added: 9,345 | | | | | |] 9,051 | | | | | | 8,585 | | |

| Marketable securities | | | [removed: 69,794] [added: 98,070] | | | | | | [removed: 87,795] [added: 69,794] | | |

| Notes and other receivables, net of allowance for credit losses of [removed: $0.5] [added: $0.6] million and [removed: $0.7] [added: $0.5] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: 206,706] [added: 141,591] | | | | | | [removed: 174,621] [added: 206,706] | | |

| Operating lease right-of-use assets | | | [removed: 51,556] [added: 50,833] | | | | | | [removed: 63,757] [added: 51,556] | | |

| Prepaid expenses and other assets | | | [removed: 96,861] [added: 90,675] | | | | | | [removed: 79,171] [added: 96,861] | | |

| Total assets | | | $ | [removed: 12,927,359] [added: 13,159,009] | | | | | $ | [removed: 12,361,427] [added: 12,927,359] | |

| Unsecured debt, net | | | $ | [removed: 5,473,788] [added: 6,015,921] | | | | | $ | [removed: 5,318,531] [added: 5,473,788] | |

| Mortgage notes payable, net | | | [removed: 989,884] [added: 784,348] | | | | | | [removed: 887,204] [added: 989,884] | | |

| Lines of credit | | | [added: — | | | | | |] 137,945 | | | | | | [removed: —] [added: N/A] | | |

| Accounts payable and accrued liabilities | | | [removed: 212,747] [added: 221,351] | | | | | | [removed: 176,401] [added: 212,747] | | |

| Construction payable | | | [removed: 14,347] [added: 24,743] | | | | | | [removed: 20,659] [added: 14,347] | | |

| Dividends payable | | | [removed: 165,443] [added: 173,698] | | | | | | [removed: 155,695] [added: 165,443] | | |

| Distributions in excess of investments in co-investments | | | [removed: 79,273] [added: 98,837] | | | | | | [removed: 65,488] [added: 79,273] | | |

| Operating lease liabilities | | | [removed: 52,473] [added: 51,487] | | | | | | [removed: 65,091] [added: 52,473] | | |

| Other liabilities | | | [removed: 50,220] [added: 51,729] | | | | | | [removed: 46,175] [added: 50,220] | | |