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Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Essex Property Trust, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2025 and 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 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, 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 20, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

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

As discussed in Note 2(d) to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2025, the Company had $11.9 billion in rental properties.

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

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

/s/ KPMG LLP

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

San Francisco, California

February 20, 2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Essex Property Trust, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Essex Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 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, 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, 2025 and 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, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ KPMG LLP

San Francisco, California

February 20, 2026

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Report of Independent Registered Public Accounting Firm

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

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2025 and 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

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

Critical Audit Matter

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

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

As discussed in Note 2(d) to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Operating Partnership’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. As of December 31, 2025, the Operating Partnership had $11.9 billion in rental properties.

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

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

/s/ KPMG LLP

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

San Francisco, California

February 20, 2026

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(In thousands, except parenthetical and share amounts)

20252024
ASSETS
Real estate investments:
Rental properties:
Land and land improvements$3,363,169$3,246,789
Buildings and improvements15,073,41614,342,729
18,436,58517,589,518
Less: accumulated depreciation(6,532,003)(6,150,618)
11,904,58211,438,900
Real estate under development157,12252,682
Co-investments630,550935,014
12,692,25412,426,596
Cash and cash equivalents-unrestricted76,24166,795
Cash and cash equivalents-restricted9,3459,051
Marketable securities98,07069,794
Notes and other receivables, net of allowance for credit losses of $0.6 million and $0.5 million as of December 31, 2025 and December 31, 2024, respectively141,591206,706
Operating lease right-of-use assets50,83351,556
Prepaid expenses and other assets90,67596,861
Total assets$13,159,009$12,927,359
LIABILITIES AND EQUITY
Unsecured debt, net$6,015,921$5,473,788
Mortgage notes payable, net784,348989,884
Lines of credit and commercial paper—137,945
Accounts payable and accrued liabilities221,351212,747
Construction payable24,74314,347
Dividends payable173,698165,443
Distributions in excess of investments in co-investments98,83779,273
Operating lease liabilities51,48752,473
Other liabilities51,72950,220
Total liabilities7,422,1147,176,120
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest28,26330,849
Equity:
Common stock; $0.0001 par value, 670,000,000 shares authorized; 64,442,290 and 64,280,466 shares issued and outstanding, respectively66
Additional paid-in capital6,683,5146,668,047
Distributions in excess of accumulated earnings(1,148,195)(1,155,662)
Accumulated other comprehensive income, net6,04724,655
Total stockholders’ equity5,541,3725,537,046
Noncontrolling interest167,260183,344
Total equity5,708,6325,720,390
Total liabilities and equity$13,159,009$12,927,359

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2025, 2024 and 2023

(In thousands, except share and per share amounts)

202520242023
Revenues:
Rental and other property$1,877,964$1,764,185$1,658,264
Management and other fees from affiliates9,38110,26511,131
1,887,3451,774,4501,669,395
Expenses:
Property operating, excluding real estate taxes353,355328,123301,951
Real estate taxes205,631193,413185,807
Corporate-level property management expenses49,05246,20843,593
Depreciation and amortization607,542580,220548,438
General and administrative71,94898,90263,474
Expensed acquisition and investment related costs2572595
Casualty loss——433
1,287,5531,246,9381,144,291
Gain on sale of real estate and land299,524175,58359,238
Earnings from operations899,316703,095584,342
Interest expense(258,404)(235,529)(212,905)
Total return swap income4,7293,0993,148
Interest and other income20,00480,95146,259
Equity income from co-investments35,46448,20610,561
Tax benefit (expense) on unconsolidated co-investments2,096929(697)
Loss on early retirement of debt(762)——
Gain on remeasurement of co-investment330210,555—
Net income702,773811,306430,708
Net income attributable to noncontrolling interest(33,107)(69,784)(24,883)
Net income available to common stockholders$669,666$741,522$405,825
Per share data:
Basic:
Net income available to common stockholders$10.40$11.55$6.32
Weighted average number of shares outstanding during the year64,379,41864,228,35664,252,232
Diluted:
Net income available to common stockholders$10.40$11.54$6.32
Weighted average number of shares outstanding during the year64,399,45964,251,23464,253,385

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended December 31, 2025, 2024 and 2023

(In thousands)

202520242023
Net income$702,773$811,306$430,708
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements(19,508)(9,217)(13,364)
Change in fair value of marketable debt securities, net244——
Reversal of unrealized gains upon the sale of marketable debt securities(27)——
Total other comprehensive loss(19,291)(9,217)(13,364)
Comprehensive income683,482802,089417,344
Comprehensive income attributable to noncontrolling interest(32,424)(69,468)(24,429)
Comprehensive income attributable to controlling interest$651,058$732,621$392,915

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Equity

Years ended December 31, 2025, 2024 and 2023

(In thousands, except per share amounts)

Common stockAdditional paid-in capitalDistributions in excess of accumulated earningsAccumulated other comprehensive income (loss), netNoncontrolling interestTotal
SharesAmount
Balances at December 31, 202264,605$6$6,750,076$(1,080,176)$46,466$178,744$5,895,116
Net income———405,825—24,883430,708
Change in fair value of derivatives and amortization of swap settlements————(12,910)(454)(13,364)
Issuance of common stock under:
Stock option and restricted stock plans, net21—(3,825)———(3,825)
Sale of common stock, net——(347)———(347)
Equity based compensation costs——11,723——41212,135
Retirement of common stock, net(437)—(95,657)———(95,657)
Changes in the redemption value of redeemable noncontrolling interest——(5,150)——95(5,055)
Distributions to noncontrolling interest—————(31,939)(31,939)
Redemptions of noncontrolling interest14—(100)——(509)(609)
Common stock dividends ($9.24 per share)———(593,185)——(593,185)
Balances at December 31, 202364,203$6$6,656,720$(1,267,536)$33,556$171,232$5,593,978
Net income———741,522—69,784811,306
Change in fair value of derivatives and amortization of swap settlements————(8,901)(316)(9,217)
Issuance of common stock under:
Stock option and restricted stock plans, net70—9,096———9,096
Sale of common stock, net——(296)———(296)
Equity based compensation costs——7,408——2637,671
Changes in the redemption value of redeemable noncontrolling interest——373——462835
Issuance of OP units to noncontrolling interest—————24,93024,930
Distributions to noncontrolling interest—————(81,812)(81,812)
Redemptions of noncontrolling interest7—(5,254)——(1,199)(6,453)
Common stock dividends ($9.80 per share)———(629,648)——(629,648)
Balances at December 31, 202464,280$6$6,668,047$(1,155,662)$24,655$183,344$5,720,390

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Net income———669,666—33,107702,773
Reversal of unrealized gains upon the sale of marketable debt securities————(26)(1)(27)
Change in fair value of derivatives and amortization of swap settlements————(18,818)(690)(19,508)
Change in fair value of marketable debt securities, net————2368244
Issuance of common stock under:
Stock option and restricted stock plans, net81—816———816
Sale of common stock, net——(391)———(391)
Equity based compensation costs——9,879——34510,224
Changes in the redemption value and redemptions of redeemable noncontrolling interest6—2,805——(219)2,586
Distributions to noncontrolling interest—————(32,801)(32,801)
Redemptions of noncontrolling interest75—2,358——(15,833)(13,475)
Common stock dividends ($10.28 per share)———(662,199)——(662,199)
Balances at December 31, 202564,442$6$6,683,514$(1,148,195)$6,047$167,260$5,708,632

See accompanying notes to consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2025, 2024 and 2023

(In thousands)

202520242023
Cash flows from operating activities:
Net income$702,773$811,306$430,708
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents(1,115)342,773
Depreciation and amortization607,542580,220548,438
Amortization of discount and debt financing costs, net7,1627,7956,911
Realized and unrealized gains on marketable securities, net(3,809)(8,347)(10,006)
Provision for credit losses26(179)70
Company’s share of gain on the sales of co-investment(5,189)——
Equity income from co-investments(30,275)(48,206)(10,561)
Operating distributions from co-investments93,01062,86876,787
Accrued interest from notes and other receivables(9,201)(13,497)(12,631)
Casualty loss——433
Gain on the sale of real estate and land(299,524)(175,583)(59,238)
Equity-based compensation9,6407,1588,031
Loss on early retirement of debt762——
Gain on remeasurement of co-investment(330)(210,555)—
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets(2,002)32,007(9,721)
Accounts payable, accrued liabilities, and operating lease liabilities7,21725,1945,335
Other liabilities(2,264)(1,910)2,735
Net cash provided by operating activities1,074,4231,068,305980,064
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired(831,661)(940,440)(25,098)
Redevelopment(81,619)(70,572)(72,577)
Development acquisitions of and additions to real estate under development(61,878)(2,874)(7,872)
Capital expenditures on rental properties(140,348)(136,395)(140,371)
Investments in notes receivable(169,644)(130,635)(58,127)
Collections of notes and other receivables84,80133,504—
Proceeds from insurance for property losses3,5222,2993,431
Proceeds from dispositions of real estate509,946247,28699,388
Contributions to co-investments(33,752)(34,073)(37,405)
Changes in refundable deposits8,000(8,000)10,200
Purchases of marketable securities(25,515)(1,002)(20,780)
Sales and maturities of marketable securities1,26427,34864,320
Non-operating distributions from co-investments184,40140,50339,751
Net cash used in investing activities(552,483)(973,051)(145,140)
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes1,148,242554,875598,000

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Payments on unsecured debt and mortgage notes(808,611)(403,108)(302,429)
Proceeds from lines of credit and commercial paper7,935,5481,667,476844,046
Repayments of lines of credit and commercial paper(8,073,493)(1,529,531)(896,119)
Retirement of common stock——(95,657)
Additions to deferred charges(13,394)(9,568)(1,736)
Payments related to debt prepayment penalties(697)——
Net costs from issuance of common stock(391)(296)(347)
Net proceeds from stock options exercised8,93012,313—
Payments related to tax withholding for share-based compensation(8,114)(3,217)(3,825)
Distributions to noncontrolling interest(32,677)(81,246)(31,619)
Redemptions of noncontrolling interest(13,475)(6,453)(609)
Redemptions of redeemable noncontrolling interest—(521)—
Common stock dividends paid(654,068)(620,466)(586,976)
Net cash used in financing activities(512,200)(419,742)(477,271)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents9,740(324,488)357,653
Unrestricted and restricted cash and cash equivalents at beginning of year75,846400,33442,681
Unrestricted and restricted cash and cash equivalents at end of year$85,586$75,846$400,334
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest$252,651$223,220$207,038
Interest capitalized$3,659$251$823
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,431$6,934$6,962
Supplemental disclosure of noncash investing and financing activities:
Issuance of Operating Partnership units for contributed properties$—$24,930$—
Redemption of preferred equity investments upon acquisition or consolidation of co-investments$262,449$44,670$—
Reclassifications (from) to redeemable noncontrolling interest (to) from additional paid in capital and noncontrolling interest$(2,209)$(835)$5,055
Leased assets obtained in exchange for new operating lease liabilities$2,727$—$—
Debt assumed in connection with acquisition$—$95,000$—
Debt financed by seller in connection with acquisition$—$11,000$—

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(In thousands, except parenthetical and unit amounts)

20252024
ASSETS
Real estate investments:
Rental properties:
Land and land improvements$3,363,169$3,246,789
Buildings and improvements15,073,41614,342,729
18,436,58517,589,518
Less: accumulated depreciation(6,532,003)(6,150,618)
11,904,58211,438,900
Real estate under development157,12252,682
Co-investments630,550935,014
12,692,25412,426,596
Cash and cash equivalents-unrestricted76,24166,795
Cash and cash equivalents-restricted9,3459,051
Marketable securities98,07069,794
Notes and other receivables, net of allowance for credit losses of $0.6 million and $0.5 million as of December 31, 2025 and December 31, 2024, respectively141,591206,706
Operating lease right-of-use assets50,83351,556
Prepaid expenses and other assets90,67596,861
Total assets$13,159,009$12,927,359
LIABILITIES AND CAPITAL
Unsecured debt, net$6,015,921$5,473,788
Mortgage notes payable, net784,348989,884
Lines of credit and commercial paper—137,945
Accounts payable and accrued liabilities221,351212,747
Construction payable24,74314,347
Distributions payable173,698165,443
Distributions in excess of investments in co-investments98,83779,273
Operating lease liabilities51,48752,473
Other liabilities51,72950,220
Total liabilities7,422,1147,176,120
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest28,26330,849
Capital:
General Partner:
Common equity (64,442,290 and 64,280,466 units issued and outstanding, respectively)5,535,3255,512,391
5,535,3255,512,391
Limited Partners:
Common equity (2,250,339 and 2,331,251 units issued and outstanding, respectively)61,87673,418
Accumulated other comprehensive income10,13829,429
Total partners’ capital5,607,3395,615,238
Noncontrolling interest101,293105,152
Total capital5,708,6325,720,390
Total liabilities and capital$13,159,009$12,927,359

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2025, 2024 and 2023

(In thousands, except unit and per unit amounts)

202520242023
Revenues:
Rental and other property$1,877,964$1,764,185$1,658,264
Management and other fees from affiliates9,38110,26511,131
1,887,3451,774,4501,669,395
Expenses:
Property operating, excluding real estate taxes353,355328,123301,951
Real estate taxes205,631193,413185,807
Corporate-level property management expenses49,05246,20843,593
Depreciation and amortization607,542580,220548,438
General and administrative71,94898,90263,474
Expensed acquisition and investment related costs2572595
Casualty loss——433
1,287,5531,246,9381,144,291
Gain on sale of real estate and land299,524175,58359,238
Earnings from operations899,316703,095584,342
Interest expense(258,404)(235,529)(212,905)
Total return swap income4,7293,0993,148
Interest and other income20,00480,95146,259
Equity income from co-investments35,46448,20610,561
Tax benefit (expense) on unconsolidated co-investments2,096929(697)
Loss on early retirement of debt(762)——
Gain on remeasurement of co-investment330210,555—
Net income702,773811,306430,708
Net income attributable to noncontrolling interest(9,458)(43,370)(10,599)
Net income available to common unitholders$693,315$767,936$420,109
Per unit data:
Basic:
Net income available to common unitholders$10.40$11.55$6.32
Weighted average number of common units outstanding during the year66,649,60866,511,03066,513,303
Diluted:
Net income available to common unitholders$10.40$11.54$6.32
Weighted average number of common units outstanding during the year66,669,64966,533,90866,514,456

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2025, 2024 and 2023

(In thousands)

202520242023
Net income$702,773$811,306$430,708
Other comprehensive (loss) income:
Change in fair value of derivatives and amortization of swap settlements(19,508)(9,217)(13,364)
Change in fair value of marketable debt securities, net244——
Reversal of unrealized gains upon the sale of marketable debt securities(27)——
Total other comprehensive loss(19,291)(9,217)(13,364)
Comprehensive income683,482802,089417,344
Comprehensive income attributable to noncontrolling interest(9,458)(43,370)(10,599)
Comprehensive income attributable to controlling interest$674,024$758,719$406,745

See accompanying notes to consolidated financial statements.

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Capital

Years ended December 31, 2025, 2024 and 2023

(In thousands, except per unit amounts)

Accumulated other comprehensive income (loss), net
General PartnerLimited PartnersNoncontrolling interestTotal
Common EquityCommon Equity
UnitsAmountUnitsAmount
Balances at December 31, 202264,605$5,669,9062,272$51,454$52,010$121,746$5,895,116
Net income—405,825—14,284—10,599430,708
Change in fair value of derivatives and amortization of swap settlements————(13,364)—(13,364)
Issuance of common units under:
General partner’s stock based compensation, net21(3,825)————(3,825)
Sale of common stock by general partner, net—(347)————(347)
Equity based compensation costs—11,723—412——12,135
Retirement of common units, net(437)(95,657)————(95,657)
Changes in the redemption value of redeemable noncontrolling interest—(5,150)—75—20(5,055)
Distributions to noncontrolling interest—————(11,060)(11,060)
Redemptions14(100)(13)(355)—(154)(609)
Distributions declared ($9.24 per unit)—(593,185)—(20,879)——(614,064)
Balances at December 31, 202364,203$5,389,1902,259$44,991$38,646$121,151$5,593,978
Net income—741,522—26,414—43,370811,306
Change in fair value of derivatives and amortization of swap settlements————(9,217)—(9,217)
Issuance of common stock under:
General partner’s stock based compensation, net709,096————9,096
Sale of common stock by general partner, net—(296)————(296)
Equity based compensation costs—7,408—263——7,671
Changes in the redemption value of redeemable noncontrolling interest—373—99—363835
Issuance of OP units to noncontrolling interest——8224,930——24,930
Distributions to noncontrolling interest—————(59,317)(59,317)
Redemptions7(5,254)(10)(784)—(415)(6,453)
Distributions declared ($9.80 per unit)—(629,648)—(22,495)——(652,143)

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Balances at December 31, 202464,280$5,512,3912,331$73,418$29,429$105,152$5,720,390
Net income—669,666—23,649—9,458702,773
Reversal of unrealized gains upon the sale of marketable debt securities————(27)—(27)
Change in fair value of derivatives and amortization of swap settlements————(19,508)—(19,508)
Change in fair value of marketable debt securities, net————244—244
Issuance of common stock under:
General partner’s stock based compensation, net81816————816
Sale of common stock by general partner, net—(391)————(391)
Equity based compensation costs—9,879—345——10,224
Changes in the redemption value and redemptions of redeemable noncontrolling interest62,805(6)(441)—2222,586
Distributions to noncontrolling interest—————(9,551)(9,551)
Redemptions752,358(75)(11,845)—(3,988)(13,475)
Distributions declared ($10.28 per unit)—(662,199)—(23,250)——(685,449)
Balances at December 31, 202564,442$5,535,3252,250$61,876$10,138$101,293$5,708,632

See accompanying notes to consolidated financial statements

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2025, 2024 and 2023

(In thousands)

202520242023
Cash flows from operating activities:
Net income$702,773$811,306$430,708
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-lined rents(1,115)342,773
Depreciation and amortization607,542580,220548,438
Amortization of discount and debt financing costs, net7,1627,7956,911
Realized and unrealized gains on marketable securities, net(3,809)(8,347)(10,006)
Provision for credit losses26(179)70
Company’s share of gain on the sales of co-investments(5,189)——
Equity income from co-investments(30,275)(48,206)(10,561)
Operating distributions from co-investments93,01062,86876,787
Accrued interest from notes and other receivables(9,201)(13,497)(12,631)
Casualty loss——433
Gain on the sale of real estate and land(299,524)(175,583)(59,238)
Equity-based compensation9,6407,1588,031
Loss on early retirement of debt762——
Gain on remeasurement of co-investment(330)(210,555)—
Changes in operating assets and liabilities:
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets(2,002)32,007(9,721)
Accounts payable, accrued liabilities, and operating lease liabilities7,21725,1945,335
Other liabilities(2,264)(1,910)2,735
Net cash provided by operating activities1,074,4231,068,305980,064
Cash flows from investing activities:
Additions to real estate:
Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired(831,661)(940,440)(25,098)
Redevelopment(81,619)(70,572)(72,577)
Development acquisitions of and additions to real estate under development(61,878)(2,874)(7,872)
Capital expenditures on rental properties(140,348)(136,395)(140,371)
Investments in notes receivable(169,644)(130,635)(58,127)
Collections of notes and other receivables84,80133,504—
Proceeds from insurance for property losses3,5222,2993,431
Proceeds from dispositions of real estate509,946247,28699,388
Contributions to co-investments(33,752)(34,073)(37,405)
Changes in refundable deposits8,000(8,000)10,200
Purchases of marketable securities(25,515)(1,002)(20,780)
Sales and maturities of marketable securities1,26427,34864,320
Non-operating distributions from co-investments184,40140,50339,751
Net cash used in investing activities(552,483)(973,051)(145,140)
Cash flows from financing activities:
Proceeds from unsecured debt and mortgage notes1,148,242554,875598,000

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Payments on unsecured debt and mortgage notes(808,611)(403,108)(302,429)
Proceeds from lines of credit and commercial paper7,935,5481,667,476844,046
Repayments of lines of credit and commercial paper(8,073,493)(1,529,531)(896,119)
Retirement of common units——(95,657)
Additions to deferred charges(13,394)(9,568)(1,736)
Payments related to debt prepayment penalties(697)——
Net costs from issuance of common units(391)(296)(347)
Net proceeds from stock options exercised8,93012,313—
Payments related to tax withholding for share-based compensation(8,114)(3,217)(3,825)
Distributions to noncontrolling interest(9,498)(56,582)(8,558)
Redemptions of noncontrolling interest(13,475)(6,453)(609)
Redemptions of redeemable noncontrolling interest—(521)—
Common unit distributions paid(677,247)(645,130)(610,037)
Net cash used in financing activities(512,200)(419,742)(477,271)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents9,740(324,488)357,653
Unrestricted and restricted cash and cash equivalents at beginning of year75,846400,33442,681
Unrestricted and restricted cash and cash equivalents at end of year$85,586$75,846$400,334
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest$252,651$223,220$207,038
Interest capitalized$3,659$251$823
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,431$6,934$6,962
Supplemental disclosure of noncash investing and financing activities:
Issuance of Operating Partnership units for contributed properties$—$24,930$—
Redemption of preferred equity investments upon acquisition or consolidation of co-investments$262,449$44,670$—
Reclassifications (from) to redeemable noncontrolling interest (to) from general and limited partner capital and noncontrolling interest$(2,209)$(835)$5,055
Leased assets obtained in exchange for new operating lease liabilities$2,727$—$—
Debt assumed in connection with acquisition$—$95,000$—
Debt financed by seller in connection with acquisition$—$11,000$—

See accompanying notes to consolidated financial statements

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024 and 2023

(1) Organization

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

Essex is the sole general partner of the Operating Partnership with a 96.6% general partner interest and the limited partners owned a 3.4% interest as of December 31, 2025. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units (“OP Units,” and the holders of such OP Units, “Unitholders”) outstanding were 2,250,339 and 2,331,251 as of December 31, 2025 and 2024, respectively, and the redemption value of the OP Units, based on the closing price of the Company’s common stock, totaled $588.9 million and $665.4 million, as of December 31, 2025 and 2024, respectively. The Company has reserved shares of common stock for such conversions.

As of December 31, 2025, the Company owned or had ownership interests in 259 operating apartment communities, comprising 63,077 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, two operating commercial buildings and a development pipeline comprised of one consolidated project and various predevelopment projects. The operating apartment communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(2) Summary of Critical and Significant Accounting Policies

(a) Principles of Consolidation and Basis of Presentation

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

Noncontrolling interest includes the 3.4% and 3.5% limited partner interests in the Operating Partnership not held by the Company as of December 31, 2025 and 2024, respectively. These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14, Equity Based Compensation Plans).

(b) Recently Adopted Accounting Pronouncements

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

(c) Recent Accounting Pronouncements

In September 2025, the FASB issued ASU No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. ASU 2025-06 eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. In addition, disclosures for property, plant and equipment will be required for all capitalized software costs. ASU 2025-06 will be effective for the Company beginning January 1, 2028 and early adoption is permitted. Upon adoption, the new standard may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated results of operations and financial position.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. ASU 2025-05 provides for a practical expedient that allows an entity to assume that conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. ASU 2025-05 will be effective for the Company beginning January 1, 2026, with early adoption permitted, and is required to be applied prospectively. The Company has evaluated the impact of ASU 2025-05 and has determined that the ASU would not have a material impact on its consolidated results of operations or financial position.

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

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(d) Real Estate Rental Properties

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

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

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

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

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

The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. The value of acquired in-place leases is amortized to expense over the average remaining term of the leases acquired. The net carrying value of acquired in-place leases was $7.5 million and $7.7 million as of December 31, 2025 and 2024, respectively, and are included in prepaid expenses and other assets on the Company’s consolidated balance sheets.

The Company periodically assesses the carrying value of its consolidated real estate investments for indicators of impairment. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company’s ability to hold and its intent with regard to each asset, and each property’s remaining useful life. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. As of December 31, 2025 and 2024, no properties were classified as held for sale. The Company did not record an impairment charge on any of its consolidated real estate investments for the years ended December 31, 2025, 2024 and 2023.

In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Company classifies real estate as “held for sale” when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year. Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

(e) Co-investments

The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S. GAAP. Therefore, the Company accounts for co-investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings, less distributions received and the Company’s share of losses. The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of the co-investment in the consolidated statements of income equal to the amount by which the fair value of the co-investment interest, using Level 2 inputs, exceeds the Company’s carrying value of the co-investment. A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved. Management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible. Any promote fees are reflected in equity income from co-investments.

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

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

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

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

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

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

(g) Cash, Cash Equivalents and Restricted Cash

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

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

December 31,
202520242023
Cash and cash equivalents - unrestricted$76,241$66,795$391,749
Cash and cash equivalents - restricted9,3459,0518,585
Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows$85,586$75,846$400,334

(h) Marketable Securities

The Company reports its equity securities and available for sale debt securities at fair value, based on quoted market prices (Level 1 for the equity securities and Level 2 for the available for sale debt securities, as defined by the FASB standard for fair value measurements). As of both December 31, 2025 and 2024, less than $0.1 million of equity securities presented within common stock, preferred stock, and stock funds in the tables below represented investments measured at fair value, using net asset value as a practical expedient, and were not categorized in the fair value hierarchy.

Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income. Any realized and unrealized gain or loss in equity securities, realized gain in debt securities and interest income are included in interest and other income in the consolidated statements of income. There were no other-than-temporary impairment charges for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025 and 2024, equity securities and available for sale debt securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds, U.S. Treasury and agency securities, certificates of deposit, corporate debt securities and municipal debt securities.

As of December 31, 2025 and 2024, marketable securities consisted of the following ($ in thousands):

December 31, 2025
Amortized CostGross Unrealized GainCarrying Value
Equity securities:
Investment funds - debt securities$2,677$6$2,683
Common stock, preferred stock and stock funds48,73821,73670,474
Available for sale debt securities:
U.S. Treasury and agency securities10,18610310,289
Certificates of deposit5,000—5,000
Corporate debt securities8,9541059,059
Municipal debt securities5569565
Total - Marketable securities$76,111$21,959$98,070

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

December 31, 2024
Amortized CostGross Unrealized Gain (Loss)Carrying Value
Equity securities:
Investment funds - debt securities$2,645$(67)$2,578
Common stock, preferred stock and stock funds49,19518,02167,216
Total - Marketable securities$51,840$17,954$69,794

(i) Notes Receivable

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

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

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

The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. The Company initially analyzes each mezzanine loan individually to classify the credit risk of the loan. On a periodic basis the Company evaluates financial information on the project, its sponsors, and its guarantors and additionally performs site visits of the development projects associated with the mezzanine loans to confirm whether they are on budget and whether there are any delays in development that could impact the Company’s assessment of credit loss.

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

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

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

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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(j) Capitalization Policy

The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with the Company’s development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $26.2 million, $20.2 million and $19.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company amortizes the capitalized costs over the useful life of the development.

(k) Fair Value of Financial Instruments

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

Management estimates that the carrying amounts of the outstanding balances under its lines of credit, commercial paper and notes and other receivables approximate fair value as of December 31, 2025 and 2024, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s fixed rate debt with a carrying value of $5.9 billion and $5.8 billion as of December 31, 2025 and 2024, respectively, was approximately $5.8 billion and $5.5 billion, respectively. Management has estimated that the fair value of the Company’s $854.4 million and $752.3 million of variable rate debt as of December 31, 2025 and 2024, respectively, was approximately $853.2 million and $749.4 million, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and lines of credit compared to those available in the marketplace. Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2025 and 2024 due to the short-term maturity of these instruments. Marketable securities are carried at fair value as of December 31, 2025 and 2024.

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

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

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

For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings. The Company’s interest rate swaps are considered cash flow hedges.

(m) Income Taxes

Generally in any year in which Essex qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”), it is not subject to federal income tax on that portion of its income that it distributes to stockholders. No provision for federal income taxes, other than with respect to the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2025 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax.

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

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

Cash dividends on Essex’s common stock for the years ended December 31, 2025, 2024 and 2023 were classified for federal income tax purposes as follows:

Year Ended December 31,
202520242023
Common Stock
Ordinary income96.74%98.19%88.46%
Capital gain1.43%1.81%8.32%
Unrecaptured section 1250 capital gain1.83%—%3.22%
100.00%100.00%100.00%

(n) Equity-based Compensation

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

Essex Property Trust, Inc.

($ in thousands)

Change in fair value of derivatives and amortization of swap settlementsUnrealized gain on available for sale debt securitiesTotal
Balance at December 31, 2024$24,655$—$24,655
Other comprehensive (loss) income before reclassification(23,990)236(23,754)
Amounts reclassified from accumulated other comprehensive income5,172(26)5,146
Other comprehensive (loss) income(18,818)210(18,608)
Balance at December 31, 2025$5,837$210$6,047

Essex Portfolio, L.P.

($ in thousands)

Change in fair value of derivatives and amortization of swap settlementsUnrealized gain on available for sale debt securitiesTotal
Balance at December 31, 2024$29,429$—$29,429
Other comprehensive (loss) income before reclassification(24,863)244(24,619)
Amounts reclassified from accumulated other comprehensive income5,355(27)5,328
Other comprehensive (loss) income(19,508)217(19,291)
Balance at December 31, 2025$9,921$217$10,138

Amounts reclassified from accumulated other comprehensive income, net in connection with derivatives are recorded in interest expense in the consolidated statements of income. Realized gains and losses on available for sale debt securities are included in interest and other income on the consolidated statements of income.

(p) Redeemable Noncontrolling Interest

The carrying value of redeemable noncontrolling interest in the accompanying consolidated balance sheets was $28.3 million and $30.8 million as of December 31, 2025 and 2024, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.

The changes in the redemption value of redeemable noncontrolling interest for the years ended December 31, 2025, 2024 and 2023 were as follows:

202520242023
Balance at January 1,$30,849$32,205$27,150
Reclassifications due to change in redemption value and other(2,209)(835)5,055
Redemptions(377)(521)—
Balance at December 31,$28,263$30,849$32,205

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(q) Accounting Estimates

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

(r) Variable Interest Entities

In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising ten communities), and four co-investments as of December 31, 2025. The Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and five co-investments as of December 31, 2024. The Company consolidated these entities because it was the primary beneficiary. Essex has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were $970.6 million and $242.5 million, respectively, as of December 31, 2025, and $893.0 million and $319.1 million, respectively, as of December 31, 2024. Noncontrolling interests in these entities were $101.2 million and $105.1 million as of December 31, 2025 and 2024, respectively. The Company’s financial risk in each VIE is limited to its equity investment in the VIE.

The DownREIT VIEs collectively own ten apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests. Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis. Conversion values will be based on the market value of the Company’s common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above. The other limited partners or members receive distributions based on the Company’s current dividend rate multiplied by the number of units held. Total DownREIT units outstanding were 892,572 and 914,505 as of December 31, 2025 and 2024, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $233.6 million and $261.0 million, as of December 31, 2025 and 2024, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $28.3 million and $30.8 million as of December 31, 2025 and 2024, respectively. Of these amounts, $8.9 million and $9.0 million as of December 31, 2025 and 2024, respectively, represent units of limited partners’ or members’ interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or historical cost, depending on the limited partner’s or members’ right to redeem their units as of the balance sheet date. The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $96.6 million and $96.9 million as of December 31, 2025 and 2024, and is classified within noncontrolling interests in the accompanying consolidated balance sheets.

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

As of December 31, 2025 and 2024, the Company was not deemed to be the primary beneficiary of any other VIEs and did not have any VIEs of which it was not deemed to be the primary beneficiary.

(s) Gain Contingencies

Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain. Gain contingencies are typically not recognized in the financial statements until all uncertainties related to the contingency have been resolved. In the case of legal settlements, the Company determines that all uncertainties have been resolved when cash or other consideration has been received by the Company. There were no material gains from legal settlements for the year ended December 31, 2025. For the year ended December 31, 2024, the Company settled two lawsuits related to construction defects at

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

two communities and received cash recoveries of $42.5 million. For the year ended December 31, 2023, the Company settled a lawsuit related to construction defects at one of its communities and received cash recovery of $7.7 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain within interest and other income on the consolidated statements of income.

(3) Real Estate Investments

(a) Acquisitions of Real Estate Interests

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

Property NameLocationDateApartment HomesContract Price at Pro Rata Share
The PlazaCAJan-25307$161.4
One Hundred GrandCAFeb-25166105.3(1)
ROEN Menlo ParkCAFeb-2514678.8
Revere CampbellCAMay-25168118.0(1)
The Parc at PruneyardCAMay-25252122.5
ViOCASep-25234100.0
1250 LakesideCANov-25250143.5
Total acquisitions1,523$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”).

The consolidated fair value of the acquisitions listed above was included on the Company’s consolidated balance sheets as follows: $156.1 million addition to land and land improvements, $670.7 million was included in buildings and improvements, and $7.3 million addition to prepaid expenses and other assets.

Acquisition activity for the year ended December 31, 2024 includes 13 apartment communities for a total pro-rata contract price of $849.4 million. The consolidated fair value of the acquisitions was included on the Company’s consolidated balance sheets as follows: $231.6 million addition to land and land improvements, $1,178.0 million was included in buildings and improvements, $9.0 million addition to prepaid expenses and other assets, $26.3 million addition to real estate under development, and $106.0 million addition to mortgage notes payable. A gain on remeasurement of co-investments for $210.6 million was recorded as 10 of the apartment communities were acquired from joint venture partners.

(b) Dispositions of Real Estate Interests

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

Property NameLocationDateApartment HomesSale Price at Pro Rata Share
HighridgeCAFeb-25255$127.0(1)
Essex SkylineCAApr-25350239.6(2)
The GrandCAJul-2524397.5(3)
Fourth & UCASep-2517152.3(4)
Total dispositions1,019$516.4

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(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. The Company recognized a $111.0 million gain on sale of real estate and land in the consolidated statements of income. In conjunction with the sale, $69.6 million in debt associated with the property was paid off and the Company recorded a $0.8 million loss on early extinguishment of debt.

(2)The Company recognized a $126.2 million gain on sale of real estate and land in the consolidated statements of income.

(3)The Company recognized a $47.8 million gain on sale of real estate and land in the consolidated statements of income.

(4)The Company recognized a $14.5 million gain on sale of real estate and land in the consolidated statements of income.

For the year ended December 31, 2024, the Company sold its 81.5% interest in a consolidated co-investment, a 697-unit apartment home community, for a contract price of $252.4 million on a gross basis ($205.7 million at pro rata), resulting in a $175.6 million gain on sale of real estate and land in the consolidated statements of income.

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

(c) Co-investments

The Company has joint ventures which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. The co-investments typically own, operate, and develop apartment home communities. The Company also invests in five unconsolidated technology co-investments with an aggregate commitment of $86.0 million as of December 31, 2025 and 2024, respectively. The unconsolidated technology co-investment balance of these investments was $74.7 million and $57.3 million as of December 31, 2025 and 2024, respectively.

In September 2025, Wesco V, LLC, a joint venture in which the Company owns a 50.0% interest, sold one of its apartment home communities named 8th & Republican for a total contract price of $94.9 million. The Company recorded a $5.2 million gain from the sale as equity income from co-investments within the consolidated statements of income.

The carrying values of the Company’s co-investments as of December 31, 2025 and 2024 were as follows ($ in thousands, except in parenthetical):

Weighted Average Essex Ownership Percentage (1)December 31,
20252024
Ownership interest in:
Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2)54%$73,002$147,232
BEX IV and 500 Folsom50%135,518146,142
Other (2)53%95,85186,089
Total operating and other co-investments, net304,371379,463
Total preferred equity co-investments (3) (includes related party investments of $52.8 million and $48.1 million as of December 31, 2025 and 2024, respectively. See Note 6, Related Party Transactions, for further discussion)227,342476,278
Total co-investments, net$531,713$855,741

(1)Weighted average Company ownership percentages are as of December 31, 2025.

(2)As of December 31, 2025 and 2024, the Company’s investments in Wesco I, Wesco III, Wesco IV, and Expo were classified as a liability of $98.8 million and $79.3 million, respectively, due to distributions received in excess of the Company’s investment. The weighted average Essex ownership percentage excludes the Company’s investments in non-core technology co-investments which are carried at fair value.

(3)Includes one preferred equity investment held by Wesco VII, LLC.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

December 31,
20252024
Combined balance sheets: (1)
Rental properties and real estate under development$3,220,390$4,094,826
Other assets194,413277,420
Total assets$3,414,803$4,372,246
Debt$2,412,106$3,001,303
Other liabilities163,358235,111
Equity839,3391,135,832
Total liabilities and equity$3,414,803$4,372,246
Year Ended December 31,
202520242023
Combined statements of income: (1)
Property revenues$332,330$390,850$409,910
Property operating expenses(124,504)(154,245)(158,520)
Net operating income207,826236,605251,390
Gain on sale of real estate10,378——
Interest expense(104,097)(142,601)(154,038)
General and administrative(17,237)(21,157)(20,594)
Depreciation and amortization(138,729)(167,875)(174,028)
Net loss$(41,859)$(95,028)$(97,270)
Company’s share of net income (2)$35,464$48,206$10,561

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

(2)Includes the Company’s share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $5.1 million, $4.6 million and $7.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Operating Co-investments

As of December 31, 2025 and 2024, the Company, through several co-investments, owned 7,483 and 7,694 apartment homes, respectively, in operating communities. The Company’s book value of these co-investments was $304.4 million and $379.5 million as of December 31, 2025 and 2024, respectively.

Predevelopment and Development Co-investments

As of December 31, 2025 and 2024, the Company did not have any projects in unconsolidated predevelopment or development communities.

Preferred Equity Investments

The Company holds preferred equity investment interests in several joint ventures which own real estate. Preferred equity investments are included in the co-investments line in the accompanying consolidated balance sheets. In the event of an acquisition of a controlling interest in a co-investment, the value recorded is determined in accordance with the Company's accounting policy for real estate property acquisitions.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

As of December 31, 2025, the Company had 10 preferred equity investments with total commitments of $206.7 million, of which $171.7 million had been funded, with maturities ranging from March 2026 to September 2032, and a weighted average rate of return on the outstanding balances of 10.5%.

In November 2025, the Company repaid an $88.2 million senior mortgage associated with a $79.5 million preferred equity investment in TENTEN Downtown, a 376-unit apartment home community, located in Los Angeles, CA, and concurrently issued a default notice and assumed full managerial control. The community was consolidated on the Company’s financial statements with a valuation of $167.7 million.

In July 2025, the Company formed a new joint venture, Wesco VII, LLC (“Wesco VII”), with the State of Wisconsin Investment Board, for the purpose of investing in multifamily real estate projects. Each partner has an initial equity commitment of $50.0 million and holds a 50% ownership interest. The investment is recorded to co-investments in the consolidated balance sheets. Wesco VII subsequently funded a preferred equity investment of $42.6 million in a 480-unit apartment home community development located in California. The investment has an initial preferred return of 13.5% subject to adjustment upon the occurrence of specified events and mandatory redemption in July 2030.

In October 2024, the Company repaid a $72.0 million senior mortgage associated with a $22.7 million preferred equity investment in Artizan, a 241-unit stabilized apartment home community located in Oakland, CA, and subsequently issued a default notice to the third-party sponsor in January 2025, assumed full managerial control and consolidated the property with a valuation of $95.0 million. The Company recorded $0.3 million as a gain on remeasurement of co-investment in the consolidated statements of income.

The Company recorded $12.6 million, $3.7 million and $33.7 million of impairment loss from unconsolidated co-investments for the years ended December 31, 2025, 2024 and 2023, respectively, as a result of an other-than-temporary decrease in the fair value of the underlying real estate investment which is included in the equity income from co-investments line in the accompanying consolidated statements of income. The valuation for the underlying real estate investments was estimated using an income approach valuation technique.

During 2025, the Company received cash proceeds of $186.5 million from the redemption of eight preferred equity co-investments.

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

(d) Real Estate under Development

The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. The Company’s development pipeline is comprised of one consolidated development project and various predevelopment projects.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(4) Revenues

Disaggregated Revenue

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

Year Ended December 31,
202520242023
Rental income$1,850,551$1,735,411$1,636,070
Other property27,41328,77422,194
Management and other fees from affiliates9,38110,26511,131
Total revenues$1,887,345$1,774,450$1,669,395

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

Year Ended December 31,
202520242023
Southern California$763,124$714,975$654,422
Northern California760,821663,825628,880
Seattle Metro313,410295,002282,092
Other real estate assets (1)40,60990,38392,870
Total rental and other property revenues$1,877,964$1,764,185$1,658,264

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

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

Year Ended December 31,
202520242023
Same-property (1)$1,642,989$1,590,404$1,540,045
Acquisitions (2)169,00258,1581,037
Non-residential/other, net (3)64,952115,644119,725
Straight line rent concessions (4)1,021(21)(2,543)
Total rental and other property revenues$1,877,964$1,764,185$1,658,264

(1)Same-property includes properties that have comparable stabilized results as of January 1, 2024 and are consolidated by the Company for the years ended December 31, 2025, 2024 and 2023. A community is considered to have reached stabilized operations once it achieves an initial occupancy of 90%.

(2)Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2024.

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

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Deferred Revenues and Remaining Performance Obligations

When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. The total deferred revenue balance related to such contracts was $0.2 million and $0.3 million as of December 31, 2025 and 2024, respectively, and was included in accounts payable and accrued liabilities within the consolidated balance sheets. The amount of revenue recognized for the year ended December 31, 2025 that was included in the December 31, 2024 deferred revenue balance was $0.1 million, which was included in rental and other property revenue within the consolidated statements of income.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the revenue recognition accounting standard. As of December 31, 2025, the Company had $0.2 million of remaining performance obligations. The Company expects to recognize approximately 74% of these remaining performance obligations in 2026 and the remaining 26% through 2027.

Practical Expedients

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

(5) Notes and Other Receivables

Notes and other receivables consisted of the following as of December 31, 2025 and 2024 ($ in thousands):

December 31,
20252024
Note receivable, secured, bearing interest at 9.00%, due October 2026 (Originated October 2021)$64,193$60,538
Note receivable, secured, bearing interest at 12.00%, due January 2025 (Originated August 2022)—3,167
Note receivable, secured, bearing interest at 11.25%, due October 2027 (Originated October 2022)43,94139,187
Receivable from preferred equity investment sponsor (1)—72,002
Other receivables from affiliates (2)5,2155,646
Straight line rent receivables (3)10,2599,235
Other receivables18,53817,460
Allowance for credit losses(555)(529)
Total notes and other receivables$141,591$206,706

(1)In the fourth quarter of 2024, the Company repaid a $72.0 million senior mortgage associated with a preferred equity investment in Artizan, a 241-unit stabilized apartment home community located in Oakland, CA, and subsequently issued a default notice to the third-party sponsor in January 2025, assumed full managerial control and consolidated the property. See Note 3, Real Estate Investments, for additional details.

(2)These amounts consist of short-term loans outstanding and due from various joint ventures as of December 31, 2025 and 2024, respectively. See Note 6, Related Party Transactions, for additional details.

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

Notes Receivable, Secured
Balance as of December 31, 2022$334
Provision for credit losses353
Balance as of December 31, 2023$687
Provision for credit losses(158)
Balance as of December 31, 2024$529
Provision for credit losses26
Balance as of December 31, 2025$555

(6) Related Party Transactions

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

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

The Company’s Chairman and founder, Mr. George M. Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. (“MMI”), a national brokerage firm listed on the New York Stock Exchange. For the years ended December 31, 2025, 2024 and 2023, the Company did not pay brokerage commissions related to real estate transactions to MMI and its affiliates.

The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $9.5 million, $11.1 million, and $12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $0.2 million, $0.8 million, and $1.8 million against general and administrative expenses for the years ended December 31, 2025, 2024 and 2023, respectively.

As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of December 31, 2025 and 2024, $5.2 million and $5.6 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the consolidated balance sheets.

In August 2025, the Company funded an $81.2 million related party bridge loan to Wesco I in connection with the payoff of a mortgage related to one of Wesco I’s properties located in Southern California. The note receivable accrued interest at 5.50% and was paid off at maturity in December 2025.

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

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

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

In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400-unit apartment home community located in Ventura, CA. The investment accrued interest based on a 10.25% initial preferred return. The investment was scheduled to mature in May 2023. In November 2021, the Company received cash of $18.3 million for the partial redemption of this preferred equity investment resulting in a remaining total commitment of $13.0 million, and the maturity was extended to December 2028. As of December 31, 2025, $11.0 million of this commitment was funded and the Company accrues interest based on a 9.0% preferred return. The remaining unfunded commitment of $2.0 million expired in November 2024.

(7) Unsecured Debt

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

Unsecured debt consisted of the following as of December 31, 2025 and 2024 ($ in thousands):

Weighted Average Maturity In Years as of December 31, 2025
December 31,
20252024
Term loan - variable rate, net$596,668$298,5714.7
Bonds public offering - fixed rate, net5,419,2535,175,2177.1
Unsecured debt, net (1)6,015,9215,473,788
Lines of credit—137,945N/A
Commercial paper——N/A
Total unsecured debt$6,015,921$5,611,733
Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering3.7%3.4%
Weighted average interest rate on variable rate term loan4.1%4.2%
Weighted average interest rate on lines of credit4.8%5.7%
Weighted average interest rate on commercial paper—%N/A

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

(1)Includes unamortized discounts, net of premiums, of $3.6 million and unamortized premiums, net of discounts, of $0.1 million and unamortized debt issuance costs of $30.4 million and $26.3 million as of December 31, 2025 and 2024, respectively.

Term loan

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 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 May 2025, the Operating Partnership obtained a new $300.0 million unsecured term loan priced at 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 the new 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%.

Bonds public offering

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. The Company intends to use the net proceeds of this offering to repay upcoming debt maturities, including to fund a portion of the repayment of the Company’s $450.0 million aggregate principal amount outstanding of 3.375% senior notes due April 2026, and for other general corporate and working capital purposes, which may include the funding of potential acquisition opportunities. 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. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2036 Notes, net of discount and debt issuance costs, was $344.0 million and zero, respectively.

In February 2025, the Operating Partnership issued $400.0 million of senior unsecured notes due on April 1, 2035 with a coupon rate of 5.375% per annum (the “2035 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2025. The 2035 Notes were offered to investors at a price of 99.604% of the principal amount. 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. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2035 Notes, net of discount and debt issuance costs, was $395.0 million and zero, respectively.

In March 2024, the Operating Partnership issued $350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500% per annum (the “2034 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752% of the principal amount. In May 2024, the Company repaid its $400.0 million unsecured notes, due May 1, 2024, at maturity. In August 2024, the Operating Partnership issued an additional $200.0 million of the 2034 Notes at a price of 102.871% of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110% per annum. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2034 Notes, net of discount and debt issuance costs, was $549.9 million and $549.8 million, respectively.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

In June 2021, the Operating Partnership issued $300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550% per annum (the “June 2031 Notes”), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021. The June 2031 Notes were offered to investors at a price of 99.367% of par value. The June 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375% senior unsecured notes due January 2023, and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the June 2031 Notes, net of discount and debt issuance costs, was $297.6 million and $297.1 million, respectively.

In March 2021, the Operating Partnership issued $450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700% per annum (the “2028 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021. The 2028 Notes were offered to investors at a price of 99.423% of par value. The 2028 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $448.2 million and $447.2 million, respectively.

In February 2020, the Operating Partnership issued $500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650% (the “2032 Notes”), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020. The 2032 Notes were offered to investors at a price of 99.628% of par value. The 2032 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB’s 45.0% joint venture interests, as well as repay $100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $150.0 million of the 2032 Notes at a price of 105.660% of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093%. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company’s unsecured credit facilities and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2032 Notes, net of premiums and debt issuance costs, was $650.5 million and $650.6 million, respectively.

In August 2020, the Operating Partnership issued $600.0 million of senior unsecured notes, consisting of $300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650% (the “January 2031 Notes”) and $300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650% (the “2050 Notes” and together with the January 2031 Notes, the “Notes”). The January 2031 Notes were offered to investors at a price of 99.035% of par value and the 2050 Notes at 99.691% of par value. Interest is payable on the January 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021. The Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $300.0 million aggregate principal amount of its outstanding 3.625% senior unsecured notes due August 2022, and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, the carrying value of the January 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $297.2 million and $296.3 million, respectively as of December 31, 2025, and $296.7 million and $296.1 million, respectively as of December 31, 2024.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

In August 2019, the Operating Partnership issued $400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000% per annum (the “2030 Notes”), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020. The 2030 Notes were offered to investors at a price of 98.632% of the principal amount thereof. The 2030 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In October 2019, the Operating Partnership issued an additional $150.0 million of the 2030 Notes at a price of 101.685% of the principal amount thereof. These additional notes have substantially identical terms as the 2030 Notes issued in August 2019. The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $547.0 million and $546.2 million, respectively.

In February 2019, the Operating Partnership issued $350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000% per annum (the “2029 Notes”), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188% of the principal amount thereof. The 2029 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In March 2019, the Operating Partnership issued an additional $150.0 million of the 2029 Notes at a price of 100.717% of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025, and 2024, the carrying value of the 2029 Notes, net of discount and debt issuance costs was $498.0 million and $497.3 million, respectively.

In March 2018, the Operating Partnership issued $300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500% per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the “2048 Notes”). The 2048 Notes were offered to investors at a price of 99.591% of par value. The 2048 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025 and 2024, the carrying value of the 2048 Notes, net of discount and debt issuance costs was $296.5 million and $296.4 million, respectively.

In April 2017, the Operating Partnership issued $350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625% per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the “2027 Notes”). The 2027 Notes were offered to investors at a price of 99.423% of par value. The 2027 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025 and 2024, the carrying value of the 2027 Notes, net of discount and debt issuance costs was $349.3 million and $348.8 million, respectively.

In April 2016, the Operating Partnership issued $450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375% per annum and are payable on April 15 and October 15 of each year, beginning October 15, 2016 (the “2026 Notes”). The 2026 Notes were offered to investors at a price of 99.386% of par value. The 2026 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2025 and 2024, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $449.8 million and $449.1 million, respectively.

In March 2015, the Operating Partnership issued $500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5% per annum and are payable on April 1 and October 1 of each year, beginning October 1, 2015 (the “2025 Notes”). The 2025 Notes were offered to investors at a price of 99.747% of par value. The 2025 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. In April 2025, the Company

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

repaid the 2025 Notes at maturity. These bonds are included in the line “Bonds public offering-fixed rate” in the table above, and as of December 31, 2024, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $499.9 million.

In April 2014, the Operating Partnership issued $400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875% per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2014 (the “2024 Notes”). The 2024 Notes were offered to investors at a price of 99.234% of par value. The 2024 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line “Bonds public offering-fixed rate” in the table above. These notes were paid off at maturity, and had no amount outstanding as of December 31, 2025 and 2024, respectively.

The following is a summary of the Company’s senior unsecured notes as of December 31, 2025 and 2024 ($ in thousands):

December 31,
Maturity20252024Coupon Rate
April 2025$—$500,0003.500%
April 2026450,000450,0003.375%
May 2027350,000350,0003.625%
March 2028450,000450,0001.700%
March 2029500,000500,0004.000%
January 2030550,000550,0003.000%
January 2031300,000300,0001.650%
June 2031300,000300,0002.550%
March 2032650,000650,0002.650%
April 2034550,000550,0005.500%
April 2035400,000—5.375%
February 2036350,000—4.875%
March 2048300,000300,0004.500%
September 2050300,000300,0002.650%
Total$5,450,000$5,200,000

The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit and commercial paper, as of December 31, 2025 were as follows ($ in thousands):

2026$450,000
2027350,000
2028450,000
2029500,000
2030850,000
Thereafter3,450,000
Total$6,050,000

Line of credit

As of December 31, 2025, the Company had two unsecured lines of credit aggregating $1.58 billion, including a $1.5 billion unsecured line of credit and a $75.0 million working capital unsecured line of credit. This amount excludes unamortized debt issuance costs of $7.3 million and $6.2 million as of December 31, 2025 and 2024, respectively. These debt issuance costs are included in prepaid expenses and other assets in the consolidated balance sheets.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

As of December 31, 2025 and 2024, there was no amount and $75.0 million outstanding on the $1.5 billion unsecured line of credit, respectively. As of December 31, 2025, this credit facility had an interest rate at the SOFR plus 0.775%, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings and a scheduled maturity of January 2030 with two six-month extension options, exercisable at the Company’s option. 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. 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 and 2024, there was no amount and $62.9 million outstanding on the Company’s $75.0 million working capital unsecured line of credit, respectively. As of December 31, 2025, this working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.775%, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings. 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 Company’s unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the debt covenants as of December 31, 2025 and 2024.

Commercial paper

In May 2025, the Operating Partnership established 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”). 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 will 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 expects to use the proceeds of the Notes for general corporate purposes and working capital purposes. As of December 31, 2025, the Company had no amount outstanding on the unsecured commercial paper program. The commercial paper balance excludes unamortized debt issuance of $0.4 million as of December 31, 2025, and are included in prepaid expenses and other assets in the consolidated balance sheets.

(8) Mortgage Notes Payable

Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consisted of the following as of December 31, 2025 and 2024 ($ in thousands):

December 31,
20252024
Fixed rate mortgage notes payable$526,662$674,092
Variable rate mortgage notes payable (1)257,686315,792
Total mortgage notes payable (2)$784,348$989,884
Number of properties securing mortgage notes1419
Remaining terms1-21 years1-22 years
Weighted average interest rate4.4%4.2%

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

The aggregate scheduled principal payments of mortgage notes payable as of December 31, 2025 were as follows ($ in thousands):

2026$99,405
202784,397
202868,332
20291,456
203066,592
Thereafter466,889
Total$787,071

(1)Variable rate mortgage notes payable, including $258.8 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate (approximately 3.6% as of December 2025 and 4.2% as of December 2024) including credit enhancement and underwriting fees. Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20% of the apartment homes are subject to tenant income criteria. Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria. Principal balances are due in full at various maturity dates from September 2026 through December 2046. In October 2024, the Company assumed $95.0 million of variable rate secured loans as part of its acquisition of its joint venture partner’s interests in the BEX II portfolio. The $95.0 million was paid off in September 2025.

(2)Includes total unamortized discount of $0.2 million and reduced by unamortized debt issuance costs of $2.5 million and $2.6 million as of December 31, 2025 and 2024, respectively.

For the Company’s mortgage notes payable as of December 31, 2025, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $3.5 million and $0.2 million, respectively. Repayment of debt before the scheduled maturity date could result in prepayment penalties. The prepayment penalty on the majority of the Company’s mortgage notes payable is computed by the greater of (a) 1% of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S. Treasury security which generally has an equivalent remaining term as the mortgage note.

(9) Derivative Instruments and Hedging Activities

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

The Company has two unsecured term loans with an outstanding balance of $600.0 million as of December 31, 2025. The Company has five interest rate swap contracts with an aggregate notional amount of $497.5 million that effectively fixed the interest rate on the $600.0 million unsecured term loans at 4.1%. The Company has two forward starting interest rate contracts with an aggregate notional amount of $150.0 million which will be effective at a future date. These derivatives qualify for hedge accounting.

In April 2025, the Company entered into three interest rate swap contracts related to the $300.0 million unsecured term loan entered into in May 2025. In September 2025, the Company had a $47.5 million interest rate swap related to debt that was paid off and subsequently applied the swap to this term loan.

In September 2022, the Company entered into one interest rate swap, with settlement payments commencing in May 2023, related to the $300.0 million unsecured term loan entered into in October 2022.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

In June 2025, the Company entered into a $50.0 million forward starting interest rate swap that effectively fixes $50.0 million of this term loan which will be effective at a future date. In December 2025, the Company entered into a $100.0 million forward starting interest rate swap that effectively fixes $100.0 million of this term loan which will be effective at a future date.

As of December 31, 2025 and 2024, the aggregate carrying value of the interest rate swap contracts was an asset of $2.0 million and $5.5 million, respectively, included in prepaid expenses and other assets in the consolidated balance sheets.

The Company has five total return swap contracts, with an aggregate notional amount of $258.8 million that effectively convert mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index (“SIFMA”) plus a spread. The Company can currently settle all five total return swaps with $258.8 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2025 and 2024, respectively. The Company’s total return swaps are scheduled to mature between December 2027 and September 2035. Realized gains of $4.7 million, $3.1 million, and $3.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, were reported in the consolidated statements of income as total return swap income.

(10) Lease Agreements - Company as Lessor

As of December 31, 2025, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, two commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases.

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

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

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2025 is summarized as follows ($ in thousands):

Future Minimum Rent
2026$891,434
202719,955
202816,913
202914,034
20307,044
Thereafter16,055
Total$965,435

Practical Expedients

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

(11) Lease Agreements - Company as Lessee

As of December 31, 2025, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties and equipment. The Company has three office leases with lease expiration dates ranging from 2026 to 2030, and seven ground leases and the parking lease with lease expiration dates ranging from 2027 to 2083. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.

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

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

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

As of December 31, 2025 and 2024, the Company had no material finance leases.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Supplemental consolidated balance sheet information related to leases as of December 31, 2025 and 2024 was as follows ($ in thousands):

December 31,
20252024
Assets
Operating lease right-of-use assets$50,833$51,556
Total leased assets$50,833$51,556
Liabilities
Operating lease liabilities$51,487$52,473
Total lease liabilities$51,487$52,473

The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows ($ in thousands):

Year Ended December 31,
202520242023
Operating lease cost$6,131$6,480$6,789
Variable lease cost2,0691,9801,961
Short-term lease cost90183186
Sublease income(144)(560)(500)
Total lease cost$8,146$8,083$8,436

A maturity analysis of lease liabilities as of December 31, 2025 is as follows ($ in thousands):

Operating Leases
2026$6,280
20273,750
20282,765
20292,756
20302,733
Thereafter103,678
Total lease payments$121,962
Less: Imputed interest(70,475)
Present value of lease liabilities$51,487

Lease term and discount rate information for leases as of December 31, 2025 and 2024 was as follows:

December 31,
20252024
Weighted-average of remaining lease terms (years)
Operating Leases4041
Weighted-average of discount rates
Operating Leases5.08%5.04%

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Practical Expedients

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

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

(12) Equity Transactions

At-the-market Equity Program

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

For the years ended December 31, 2025 and 2024, the Company did not sell any shares of its common stock through the 2024 ATM Program nor the 2021 ATM Program.

During the year ended December 31, 2025, the Company entered into forward sale agreements with certain financial institutions acting as forward purchasers under the 2024 ATM Program 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. The Company did not enter into any forward sale agreements during the year ended December 31, 2024.

As of December 31, 2025, a total of $900.0 million of shares remain available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.

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

As of December 31, 2025 and 2024, the Operating Partnership had outstanding 2,195,792 and 2,263,756 OP Units respectively. As of December 31, 2025 and 2024 the Operating Partnership had 54,547 and 67,495 vested LTIP units respectively. The Operating Partnership’s general partner, Essex, owned 96.6% and 96.5% of the partnership interests in the Operating Partnership as of December 31, 2025 and 2024, respectively, and Essex is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner’s notice of redemption. Essex has generally acquired OP Units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity.

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

The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was $588.9 million and $665.4 million based on the closing price of Essex’s common stock as of December 31, 2025 and 2024, respectively.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

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

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

Essex Property Trust, Inc.

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

Year Ended December 31,
202520242023
IncomeWeighted- average Common SharesPer Common Share AmountIncomeWeighted- average Common SharesPer Common Share AmountIncomeWeighted- average Common SharesPer Common Share Amount
Basic:
Net income available to common stockholders$669,66664,379,418$10.40$741,52264,228,356$11.55$405,82564,252,232$6.32
Effect of dilutive securities
Stock options—20,041—22,878—1,153
Diluted:
Net income available to common stockholders$669,66664,399,459$10.40$741,52264,251,234$11.54$405,82564,253,385$6.32

The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,270,190, 2,282,675 and 2,261,071, which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2025, 2024 and 2023, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $23.6 million, $26.4 million and $14.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Stock options of 253,048, 265,378, and 508,276 for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for those years ended and, therefore, were anti-dilutive.

Essex Portfolio, L.P.

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

Year Ended December 31,
202520242023
IncomeWeighted- average Common UnitsPer Common Unit AmountIncomeWeighted- average Common UnitsPer Common Unit AmountIncomeWeighted- average Common UnitsPer Common Unit Amount
Basic:
Net income available to common unitholders$693,31566,649,608$10.40$767,93666,511,030$11.55$420,10966,513,303$6.32
Effect of dilutive securities
Stock options—20,041—22,878—1,153
Diluted:
Net income available to common unitholders$693,31566,669,649$10.40$767,93666,533,908$11.54$420,10966,514,456$6.32

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Stock options of 253,048, 265,378, and 508,276, for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for those years ended and, therefore, were anti-dilutive.

(14) Equity Based Compensation Plans

2018 Plan

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

Costs for stock options and restricted stock awards under the fair value method totaled $10.2 million, $7.7 million, and $12.1 million for years ended December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2023, costs included $3.5 million related to restricted stock awards for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively. Stock-based compensation expense from stock options and restricted stock awards issued to recipients who are direct and incremental to projects under development were capitalized and totaled $0.6 million, $0.5 million, and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. The intrinsic value of stock options exercised totaled $3.5 million, $4.5 million, and zero, for the years ended December 31, 2025, 2024 and 2023 respectively. The intrinsic value of stock options exercisable totaled $2.8 million and $9.5 million as of December 31, 2025 and 2024, respectively.

Restricted stock awards

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

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

Year Ended December 31,
202520242023
SharesWeighted- average grant date fair valueSharesWeighted- average grant date fair valueSharesWeighted- average grant date fair value
Unvested at beginning of year101,929$211.27101,701$197.22182,915$222.90
Granted57,550260.9052,300212.022,315220.40
Vested(61,477)218.50(24,002)187.32(37,075)247.07
Forfeited and canceled(2,855)235.94(28,070)182.25(46,454)259.71
Unvested at end of year95,147$235.88101,929$211.27101,701$197.22

The unrecognized compensation cost related to unvested restricted stock totaled $15.4 million as of December 31, 2025 and is expected to be recognized over a period of 1.7 years.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Stock option awards

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

There were no unrecognized compensation costs and all stock options were vested as of December 31, 2025. No stock options were granted during the years ended December 31, 2025 and 2024.

The average fair value of stock options granted for the year ended December 31, 2023 was $21.24. Stock options granted in 2023 include a $100 cap on the appreciation of the market price over the exercise price. Stock options have the following weighted average assumptions:

202520242023
Stock price$—$—$216.31
Risk-free interest rates——4.06%
Expected lives——6 years
Volatility——36.00%
Dividend yield——3.30%

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

Year Ended December 31,
202520242023
OptionsWeighted- average exercise priceOptionsWeighted- average exercise priceOptionsWeighted- average exercise price
Outstanding at beginning of year471,383$280.11530,812$273.51487,446$279.46
Granted————49,908216.31
Exercised(41,408)215.65(56,304)218.68——
Forfeited and canceled(10,286)327.52(3,125)266.21(6,542)280.21
Outstanding at end of year419,689$285.31471,383$280.11530,812$273.51
Exercisable at year end419,689$285.31453,240$282.73417,739$282.30

Long-Term Incentive Plans

2015 Plan

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

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

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

2014 Plan

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

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

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

Total Vested and Outstanding UnitsWeighted- average Grant-date Fair Value
Balance as of December 31, 202397,637$86.16
Converted(30,142)
Balance as of December 31, 202467,495$85.80
Converted(12,948)
Balance as of December 31, 202554,547$85.60

There was no equity-based compensation costs and total unrecognized compensation costs for the 2015 and 2014 Plan awards for the years ended December 31, 2025, 2024 and 2023. The intrinsic value of vested awards totaled $14.3 million as of December 31, 2025.

(15) Segment Information

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

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

Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income (loss). Other real estate assets revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line adjustments for concessions. Executive management does not evaluate such operating performance geographically. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2025, 2024 and 2023 ($ in thousands):

Year Ended December 31,
202520242023
Rental and other property revenueProperty operating expenses, including real estate taxesNet operating incomeRental and other property revenueProperty operating expenses, including real estate taxesNet operating incomeRental and other property revenueProperty operating expenses, including real estate taxesNet operating income
Southern California$763,124$225,015$538,109$714,975$208,380$506,595$654,422$190,897$463,525
Northern California760,821235,979524,842663,825202,059461,766628,880188,041440,839
Seattle Metro313,41090,967222,443295,00287,558207,444282,09281,334200,758
Other real estate assets40,6097,02533,58490,38323,53966,84492,87027,48665,384
Total$1,877,964$558,986$1,318,978$1,764,185$521,536$1,242,649$1,658,264$487,758$1,170,506
Total net operating income$1,318,978$1,242,649$1,170,506
Management and other fees from affiliates9,38110,26511,131
Corporate-level property management expenses(49,052)(46,208)(43,593)
Depreciation and amortization(607,542)(580,220)(548,438)
General and administrative(71,948)(98,902)(63,474)
Expensed acquisition and investment related costs(25)(72)(595)
Casualty loss——(433)
Gain on sale of real estate and land299,524175,58359,238
Interest expense(258,404)(235,529)(212,905)
Total return swap income4,7293,0993,148
Interest and other income20,00480,95146,259
Equity income from co-investments35,46448,20610,561
Tax benefit (expense) on unconsolidated co-investments2,096929(697)
Loss on early retirement of debt(762)——
Gain on remeasurement of co-investment330210,555—
Net income$702,773$811,306$430,708

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Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

Total assets for each of the reportable operating segments as of December 31, 2025 and 2024 are summarized as follows ($ in thousands):

December 31,
20252024
Assets:
Southern California$4,194,554$4,162,462
Northern California6,136,9775,414,689
Seattle Metro1,412,4051,460,865
Other real estate assets (1)160,646400,884
Net reportable operating segments - real estate assets11,904,58211,438,900
Real estate under development157,12252,682
Co-investments630,550935,014
Cash and cash equivalents, including restricted cash85,58675,846
Marketable securities98,07069,794
Notes and other receivables141,591206,706
Operating lease right-of-use assets50,83351,556
Prepaid expenses and other assets90,67596,861
Total assets$13,159,009$12,927,359

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

(16) 401(k) Plan

The Company has a 401(k) benefit plan (the “Plan”) for all eligible employees. Employee contributions are limited by the maximum allowed under Section 401(k) of the IRC. The Company matches 50% of the employee contributions up to a specified maximum. Company contributions to the Plan were $4.0 million, $3.8 million, and $3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(17) Commitments and Contingencies

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

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

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

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

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025, 2024, and 2023

There continue to be lawsuits against owners and managers of certain of the Company’s apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of December 31, 2025, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.

The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”). Through PWI, the Company is self-insured for earthquake related losses for certain properties. Additionally, PWI provides property and casualty insurance coverage for the first $5.0 million of the Company’s property level insurance claims per incident. As of December 31, 2025, PWI had cash and marketable securities of $106.7 million. These assets were consolidated in the Company’s financial statements. For all remaining consolidated properties and selected assets with the Company’s co-investments, the Company has obtained limited third party seismic insurance.

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

(18) Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Encumbered communities
101 San Fernando323San Jose, CA$37,681$4,173$58,961$23,239$4,173$82,200$86,373$(47,536)2001Jul-103-30
Belmont Station275Los Angeles, CA29,3618,10066,66611,9848,26778,48386,750(48,159)2009Mar-093-30
Brio300Walnut Creek, CA64,86016,885151,7415,79616,885157,537174,422(38,823)2015Jun-193-30
Fountain Park705Playa Vista, CA83,13525,07394,98050,64725,203145,497170,700(109,028)2002Feb-043-30
Lawrence Station336Sunnyvale, CA76,92545,532106,7358,36745,532115,102160,634(51,465)2012Apr-145-30
Magnolia Square/Magnolia Lane (2)188Sunnyvale, CA52,4658,19024,73620,4128,19145,14753,338(33,965)1963Sep-073-30
Marquis166San Jose, CA45,60120,49547,8233,73120,49551,55472,049(12,731)2015Dec-183-30
Paragon301Fremont, CA59,23232,23077,3207,55232,23084,872117,102(33,369)2013Jul-143-30
Sage at Cupertino230San Jose, CA51,91735,71953,44917,22235,71970,671106,390(26,859)1971Mar-173-30
The Barkley (3)161Anaheim, CA14,958—8,52010,2942,35316,46118,814(14,676)1984Apr-003-30
The Commons264Campbell, CA57,76512,55529,30714,67512,55643,98156,537(26,334)1973Jul-103-30
The Dylan184West Hollywood, CA56,28619,98482,2867,32219,99089,602109,592(33,847)2015Mar-153-30
The Galloway506Pleasanton, CA102,93932,966184,49910,84032,966195,339228,305(42,736)2016Jan-203-30
The Huxley187West Hollywood, CA51,22219,36275,6418,46619,37184,098103,469(31,925)2014Mar-153-30
4,126$784,347$281,264$1,062,664$200,547$283,931$1,260,544$1,544,475$(551,453)
Unencumbered Communities
1250 Lakeside250Sunnyvale, CA$—$15,104$128,290$8$15,104$128,298$143,402$(555)2021Nov-253-30
Agora49Walnut Creek, CA—4,93260,4233,3914,93463,81268,746(13,274)2016Jan-203-30
Alessio624Los Angeles, CA—32,136128,54328,31632,136156,859188,995(71,301)2001Apr-145-30
Allegro97Valley Village, CA—5,86923,9774,5435,86928,52034,389(16,423)2010Oct-103-30
Allure at Scripps Ranch194San Diego, CA—11,92347,6907,04311,92354,73366,656(22,720)2002Apr-145-30
Alpine Village301Alpine, CA—4,96719,72818,9114,98238,62443,606(27,056)1971Dec-023-30
Annaliese56Seattle, WA—4,72714,2291,3654,72615,59520,321(7,121)2009Jan-133-30
Apex367Milpitas, CA—44,240103,25114,51844,240117,769162,009(47,685)2014Aug-143-30
Aqua Marina Del Rey500Marina Del Rey, CA—58,442175,32630,05858,442205,384263,826(91,041)2001Apr-145-30
ARLO Mountain View164Mountain View, CA—19,91880,37777819,91881,155101,073(4,709)2018May-243-30
Artizan241Oakland, CA—12,56081,356—12,56081,35693,916(2,746)2022Jan-253-30
Ascent90Kirkland, WA—3,92411,8624,2403,92416,10220,026(8,304)1988Oct-123-30
Ashton Sherman Village264Los Angeles, CA—23,55093,8115,93323,55099,744123,294(31,630)2014Dec-163-30
Avant443Los Angeles, CA—32,379137,94014,13832,379152,078184,457(54,402)2014Jun-153-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Avenue 64224Emeryville, CA—27,23564,40319,76927,23584,172111,407(34,930)2007Apr-145-30
Aviara (4)166Mercer Island, WA——49,8133,874—53,68753,687(23,265)2013Apr-145-30
Avondale at Warner Center446Woodland Hills, CA—10,53624,52236,82710,60161,28471,885(49,756)1970Jan-993-30
Beaumont344Woodinville, WA—22,101113,7371,20022,101114,937137,038(4,221)2009Nov-243-30
Bel Air462San Ramon, CA—12,10518,25254,13612,68271,81184,493(60,381)1988Jan-953-30
Belcarra296Bellevue, WA—21,72592,0919,12021,725101,211122,936(42,200)2009Apr-145-30
Bella Villagio231San Jose, CA—17,24740,34312,57717,24752,92070,167(27,614)2004Sep-103-30
BellCentre249Bellevue, WA—16,19767,2078,74916,19775,95692,153(33,591)2001Apr-145-30
Bellerive63Los Angeles, CA—5,40121,8032,2725,40124,07529,476(12,649)2011Aug-113-30
Belmont Terrace71Belmont, CA—4,44610,2909,4334,47319,69624,169(14,459)1974Oct-063-30
Bennett Lofts178San Francisco, CA—21,77150,80036,35928,37180,559108,930(40,548)2004Dec-123-30
Bernardo Crest218San Diego, CA—10,80243,20911,18310,80254,39265,194(24,327)1988Apr-145-30
Bonita Cedars120Bonita, CA—2,4969,9139,0622,50318,96821,471(14,016)1983Dec-023-30
Bothell Ridge214Bothell, WA—7,44048,3213,1767,44051,49758,937(3,323)1988Mar-243-30
Boulevard172Fremont, CA—3,5208,18218,0543,58026,17629,756(23,476)1978Jan-963-30
Brookside Oaks170Sunnyvale, CA—7,30116,31030,76310,32844,04654,374(34,764)1973Jun-003-30
Bridle Trails108Kirkland, WA—1,5005,9308,2181,53114,11715,648(12,002)1986Oct-973-30
Bridgeport184Newark, CA—11,82552,26850711,82552,77564,600(2,257)1987Oct-243-30
Brighton Ridge264Renton, WA—2,62310,80012,8862,65623,65326,309(19,098)1986Dec-963-30
Bristol Commons188Sunnyvale, CA—5,27811,85313,5485,29325,38630,679(22,492)1989Jan-953-30
Camarillo Oaks564Camarillo, CA—10,95325,25414,33411,07539,46650,541(34,938)1985Jul-963-30
Cambridge Park320San Diego, CA—18,18572,7399,55518,18582,294100,479(35,042)1998Apr-145-30
Camino Ruiz Square160Camarillo, CA—6,87126,1194,4276,93130,48637,417(19,561)1990Dec-063-30
Canvas123Seattle, WA—10,48936,9241,91310,48938,83749,326(5,773)2014Dec-213-30
Canyon Oaks250San Ramon, CA—19,08844,47315,44119,08859,91479,002(35,642)2005May-073-30
Canyon Pointe250Bothell, WA—4,69218,28813,2184,69331,50536,198(23,951)1990Oct-033-30
Capri at Sunny Hills102Fullerton, CA—3,33713,32013,8974,04826,50630,554(20,441)1961Sep-013-30
Carmel Creek348San Diego, CA—26,842107,36816,56326,842123,931150,773(52,929)2000Apr-145-30
Carmel Landing356San Diego, CA—16,72566,90121,46416,72588,365105,090(40,328)1989Apr-145-30
Carmel Summit248San Diego, CA—14,96859,87112,29114,96872,16287,130(31,030)1989Apr-145-30
Castle Creek216Newcastle, WA—4,14916,0289,0754,83324,41929,252(22,039)1998Dec-983-30
Catalina Gardens128Los Angeles, CA—6,71426,8565,6396,71432,49539,209(14,064)1987Apr-145-30
Cedar Terrace180Bellevue, WA—5,54316,44212,4125,65228,74534,397(20,784)1984Jan-053-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
CentrePointe224San Diego, CA—3,4057,74326,0103,44233,71637,158(28,633)1974Jun-973-30
Century Towers376San Jose, CA—14,865157,7871,61814,865159,405174,270(7,235)2017Sep-243-30
Chestnut Street96Santa Cruz, CA—6,58215,6894,4856,58220,17426,756(11,677)2002Jul-083-30
City View572Hayward, CA—9,88337,67046,30710,35083,51093,860(71,224)1975Mar-983-30
Collins on Pine76Seattle, WA—7,27622,2261,5267,27623,75231,028(9,510)2013May-143-30
Connolly Station309Dublin, CA—19,949123,4286,28419,949129,712149,661(29,007)2014Jan-203-30
Corbella at Juanita Bay169Kirkland, WA—5,80117,4157,2555,80124,67030,471(13,648)1978Nov-103-30
Cortesia308Rancho Santa Margarita, CA—13,91255,6498,52613,91264,17578,087(27,089)1999Apr-145-30
Country Villas180Oceanside, CA—4,17416,5839,8324,18726,40230,589(19,405)1976Dec-023-30
Courtyard off Main110Bellevue, WA—7,46521,4059,5187,46530,92338,388(16,857)2000Oct-103-30
Crow Canyon400San Ramon, CA—37,57987,68521,73737,579109,422147,001(51,114)1992Apr-145-30
Deer Valley171San Rafael, CA—21,47850,1167,45021,47857,56679,044(25,183)1996Apr-145-30
Domaine92Seattle, WA—9,05927,1772,2419,05929,41838,477(13,730)2009Sep-123-30
Elevation158Redmond, WA—4,75814,2859,5304,75723,81628,573(15,410)1986Jun-103-30
Ellington220Bellevue, WA—15,06645,2498,50515,06653,75468,820(22,695)1994Jul-143-30
Emerald Pointe160Diamond Bar, CA—8,45833,8324,6928,45838,52446,982(16,726)1989Apr-145-30
Emerald Ridge180Bellevue, WA—3,4497,8019,8953,44917,69621,145(15,747)1987Nov-943-30
Emerson Valley Village144Los Angeles, CA—13,37853,2403,59713,37856,83770,215(18,418)2012Dec-163-30
Emme190Emeryville, CA—15,03980,5322,64515,03983,17798,216(17,866)2015Jan-203-30
Enso183San Jose, CA—21,39771,1356,52221,39777,65799,054(27,012)2014Dec-153-30
Epic769San Jose, CA—89,111307,7698,98289,111316,751405,862(66,730)2013Jan-203-30
Esplanade278San Jose, CA—18,17040,08620,86418,42960,69179,120(45,294)2002Apr-043-30
Esplanade San Diego614San Diego, CA—56,327167,0724,85256,327171,924228,251(10,755)1986Mar-243-30
Evergreen Heights200Kirkland, WA—3,56613,39510,9763,64924,28827,937(21,022)1990Jun-973-30
Fairhaven164Santa Ana, CA—2,62610,48513,8852,95724,03926,996(18,760)1970Nov-013-30
Fairway at Big Canyon (5)74Newport Beach, CA——7,85010,207—18,05718,057(16,954)1972Jun-993-28
Fairwood Pond194Renton, WA—5,29615,5648,3345,29723,89729,194(16,692)1997Oct-043-30
Foothill Commons394Bellevue, WA—2,4359,82146,4992,44056,31558,755(52,928)1978Mar-903-30
Foothill Gardens/Twin Creeks176San Ramon, CA—5,87513,99217,6755,96431,57837,542(26,673)1985Feb-973-30
Forest View192Renton, WA—3,73114,5306,4123,73120,94224,673(15,232)1998Oct-033-30
Form 15242San Diego, CA—24,51072,22116,53525,54087,726113,266(31,683)2014Mar-163-30
Foster’s Landing490Foster City, CA—61,714144,00022,27261,714166,272227,986(73,329)1987Apr-145-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Fountain Court320Seattle, WA—6,70227,30617,9336,98544,95651,941(38,560)2000Mar-003-30
Fountains at River Oaks226San Jose, CA—26,04660,77310,13826,04670,91196,957(31,886)1990Apr-143-30
Fox Plaza445San Francisco, CA—39,73192,70645,82539,731138,531178,262(77,012)1968Feb-133-30
Hacienda at Camarillo Oaks73Camarillo, CA—5,49717,5723,7795,49721,35126,848(2,597)1984Apr-233-30
The Henley I/The Henley II215Glendale, CA—6,69516,75332,9976,73349,71256,445(43,942)1970Jun-993-30
Highlands at Wynhaven333Issaquah, WA—16,27148,93219,79016,27168,72284,993(44,552)2000Aug-083-30
Hillcrest Park608Newbury Park, CA—15,31840,60135,16915,75575,33391,088(60,913)1973Mar-983-30
Hillsborough Park235La Habra, CA—13,38185,33281713,38186,14999,530(3,638)1999Oct-243-30
Hope Ranch108Santa Barbara, CA—4,07816,8774,5834,20821,33025,538(13,483)1965Mar-073-30
Huntington Breakers344Huntington Beach, CA—9,30622,72027,7299,31550,44059,755(45,360)1984Oct-973-30
Inglenook Court224Bothell, WA—3,4677,88111,7623,47419,63623,110(17,340)1985Oct-943-30
Lafayette Highlands150Lafayette, CA—17,77441,47317,90517,77459,37877,152(24,214)1973Apr-145-30
Lakeshore Landing308San Mateo, CA—38,15589,02818,00338,155107,031145,186(47,766)1988Apr-145-30
Laurels at Mill Creek164Mill Creek, WA—1,5596,43010,5831,59516,97718,572(14,844)1981Dec-963-30
Le Parc140Santa Clara, CA—3,0907,42116,9433,09224,36227,454(21,573)1975Feb-943-30
Marbrisa202Long Beach, CA—4,70018,60513,7864,76032,33137,091(25,240)1987Sep-023-30
Marina City Club (6)101Marina Del Rey, CA——28,16736,402—64,56964,569(46,402)1971Jan-043-30
Marina Cove (7)292Santa Clara, CA—5,32016,43123,7325,32440,15945,483(35,246)1974Jun-943-30
Mariner’s Place106Oxnard, CA—1,5556,1034,4651,56210,56112,123(8,371)1987May-003-30
Maxwell Sunnyvale75San Jose, CA—9,71037,2924549,71037,74647,456(2,295)2022Apr-243-30
MB 360360San Francisco, CA—42,001212,64824,65942,001237,307279,308(89,142)2014Apr-143-30
Meadowood320Simi Valley, CA—19,08098,8811,75019,080100,631119,711(4,324)1986Oct-243-30
Mesa Village133Clairemont, CA—1,8887,4983,9271,89411,41913,313(8,819)1963Dec-023-30
Mill Creek at Windermere400San Ramon, CA—29,55169,03216,18129,55185,213114,764(52,568)2005Sep-073-30
Mio103San Jose, CA—11,01239,9823,15411,01243,13654,148(15,036)2015Jan-163-30
Mirabella188Marina Del Rey, CA—6,18026,67322,1376,27048,72054,990(37,519)2000May-003-30
Mira Monte356Mira Mesa, CA—7,16528,45919,2007,18647,63854,824(36,551)1982Dec-023-30
Miracle Mile/Marbella236Los Angeles, CA—7,79123,07522,8337,88645,81353,699(37,872)1988Aug-973-30
Mission Hills282Oceanside, CA—10,09938,77818,36310,16757,07367,240(40,293)1984Jul-053-30
Mission Peaks453Fremont, CA—46,499108,49816,12646,499124,624171,123(54,923)1995Apr-145-30
Mission Peaks II336Fremont, CA—31,42973,33414,26831,42987,602119,031(39,802)1989Apr-145-30
Montanosa472San Diego, CA—26,697106,78718,43726,697125,224151,921(53,799)1990Apr-145-30
Montclaire390Sunnyvale, CA—4,84219,77636,2724,99755,89360,890(49,685)1973Dec-883-30

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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Montebello248Kirkland, WA—13,85741,57519,68613,85861,26075,118(29,398)1996Jul-123-30
Montejo124Garden Grove, CA—1,9257,6857,5252,19414,94117,135(10,887)1974Nov-013-30
Monterey Villas122Oxnard, CA—2,3495,57910,3822,42415,88618,310(12,639)1974Jul-973-30
Muse152North Hollywood, CA—7,82233,4368,0537,82341,48849,311(23,052)2011Feb-113-30
Mylo476Santa Clara, CA—6,472206,0981,6636,472207,761214,233(55,159)2021Jun-213-30
One Hundred Grand166Foster City, CA—20,15084,53580920,15085,344105,494(2,373)2016Feb-253-30
1000 Kiely121Santa Clara, CA—9,35921,84512,2629,35934,10743,466(20,493)1971Mar-113-30
Palm Valley1,100San Jose, CA—133,802312,20544,690133,802356,895490,697(121,062)2008Jan-173-30
Park Catalina90Los Angeles, CA—4,71018,8396,0654,71024,90429,614(12,755)2002Jun-123-30
Park Highland250Bellevue, WA—9,39138,22417,2329,39155,45664,847(30,163)1993Apr-145-30
Park Hill at Issaquah245Issaquah, WA—7,28421,93716,5267,28438,46345,747(28,447)1999Feb-993-30
Park Viridian326Anaheim, CA—15,89463,57411,19415,89474,76890,662(31,790)2008Apr-145-30
Park West126San Francisco, CA—9,42421,98815,3499,42437,33746,761(23,388)1958Sep-123-30
Parkside Court210Santa Ana, CA—11,27647,2722,06411,27649,33660,612(3,249)1986Mar-243-30
Parkwood at Mill Creek240Mill Creek, WA—10,68042,7226,34010,68049,06259,742(21,340)1989Apr-145-30
Patina at Midtown269San Jose, CA—13,472102,9401,67213,472104,612118,084(5,338)2021Jul-243-30
Patent 523295Seattle, WA—14,55869,41710,01714,55879,43493,992(44,131)2010Mar-103-30
Pathways at Bixby Village296Long Beach, CA—4,08316,75725,3676,23939,96846,207(37,123)1975Feb-913-30
Piedmont396Bellevue, WA—19,84859,60623,70719,84883,313103,161(40,540)1969May-143-30
Pinehurst (8)28Ventura, CA——1,7111,353—3,0643,064(2,447)1973Dec-043-24
Pinnacle at Fullerton192Fullerton, CA—11,01945,9328,43811,01954,37065,389(24,148)2004Apr-145-30
Pinnacle on Lake Washington180Renton, WA—7,76031,0417,1277,76038,16845,928(17,485)2001Apr-145-30
Pinnacle at MacArthur Place253Santa Ana, CA—15,81066,40114,08915,81080,49096,300(34,315)2002Apr-145-30
Pinnacle at Otay Ranch I & II364Chula Vista, CA—17,02368,09311,05517,02379,14896,171(34,138)2001Apr-145-30
Pinnacle at Talega362San Clemente, CA—19,29277,16814,31219,29291,480110,772(38,001)2002Apr-145-30
Pinnacle Sonata268Bothell, WA—14,64758,58611,38014,64769,96684,613(31,246)2000Apr-145-30
Pointe at Cupertino116Cupertino, CA—4,50517,60515,8164,50533,42137,926(26,248)1963Aug-983-30
Pure Redmond105Redmond, WA—7,46131,3633,0717,46134,43441,895(8,064)2016Dec-193-30
Radius264Redwood City, CA—11,702152,3366,18811,702158,524170,226(66,016)2015Apr-143-30
Reed Square100Sunnyvale, CA—6,87316,03710,3666,87326,40333,276(16,440)1970Jan-123-30
Regency at Encino75Encino, CA—3,18412,7376,4853,18419,22222,406(11,618)1989Dec-093-30
Regency Palm Court116Los Angeles, CA—7,76328,0192,2737,76330,29238,055(4,013)1987Jul-223-30
Renaissance at Uptown Orange460Orange, CA—27,870111,48217,72727,870129,209157,079(53,979)2007Apr-145-30

F- 59

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
Reveal438Woodland Hills, CA—25,073121,3149,79425,073131,108156,181(52,605)2010Apr-153-30
Revere Campbell168Campbell, CA—22,53593,97794122,53594,918117,453(2,064)2015May-253-30
ROEN Menlo Park146Menlo Park, CA—19,31959,23346819,31959,70179,020(1,682)2017Feb-253-30
Salmon Run at Perry Creek132Bothell, WA—3,71711,4836,0653,80117,46421,265(13,242)2000Oct-003-30
Sammamish View153Bellevue, WA—3,3247,50110,1473,33117,64120,972(15,826)1986Nov-943-30
San Marcos432Richmond, CA—15,56336,20443,84122,86672,74295,608(52,605)2003Nov-033-30
Santee Court/Santee Village238Los Angeles, CA—9,58140,31720,7049,58261,02070,602(34,687)2004Oct-103-30
Shadow Point172Spring Valley, CA—2,81211,1709,7182,82020,88023,700(14,937)1983Dec-023-30
Shadowbrook418Redmond, WA—19,29277,16816,01219,29293,180112,472(40,204)1986Apr-145-30
Skye at Bunker Hill456Los Angeles, CA—11,49827,871109,04811,639136,778148,417(122,182)1968Mar-983-30
Slater 116108Kirkland, WA—7,37922,1382,4257,37924,56331,942(10,825)2013Sep-133-30
Solstice280Sunnyvale, CA—34,444147,26211,02734,444158,289192,733(68,715)2014Apr-145-30
Station Park Green599San Mateo, CA—54,782314,694107,88167,204410,153477,357(118,706)2018Mar-183-30
Stevenson Place200Fremont, CA—9965,58216,9931,00122,57023,571(20,321)1975Apr-003-30
Stonehedge Village196Bothell, WA—3,16712,60314,5003,20127,06930,270(22,633)1986Oct-973-30
Summerhill Park100Sunnyvale, CA—2,6544,91812,2542,65617,17019,826(16,473)1988Sep-883-30
Summit Park300San Diego, CA—5,95923,67013,6845,97737,33643,313(27,927)1972Dec-023-30
Taylor 28197Seattle, WA—13,91557,7006,85113,91564,55178,466(27,990)2008Apr-145-30
TENTEN Downtown376Los Angeles, CA—22,671144,203—22,671144,203166,874(629)2021Nov-253-30
The Audrey at Belltown137Seattle, WA—9,22836,9113,7579,22840,66849,896(17,421)1992Apr-145-30
The Avery122Los Angeles, CA—6,96429,9223,0556,96432,97739,941(13,287)2014Mar-143-30
The Bernard63Seattle, WA—3,69911,3451,3063,68912,66116,350(6,459)2008Sep-113-30
The Blake LA196Los Angeles, CA—4,0239,52726,5604,03136,07940,110(31,310)1979Jun-973-30
The Cairns99Seattle, WA—6,93720,6794,1726,93924,84931,788(15,798)2006Jun-073-30
The Carlyle132San Jose, CA—6,34448,0861,2166,34449,30255,646(2,115)2000Oct-243-30
The Elliot at Mukilteo301Mukilteo, WA—2,49810,59521,7732,82432,04234,866(28,687)1981Jan-973-30
The Hallie292Pasadena, CA—2,2024,79459,3338,38557,94466,329(52,643)1972Apr-973-30
The Havens440Fountain Valley, CA—26,138137,9332,37426,138140,307166,445(8,782)1969Mar-243-30
The Huntington276Huntington Beach, CA—10,37441,49511,29110,37452,78663,160(26,703)1975Jun-123-30
The Landing at Jack London Square282Oakland, CA—33,55478,29211,95233,55490,244123,798(40,461)2001Apr-145-30
The Lofts at Pinehurst118Ventura, CA—1,5703,9127,1721,61811,03612,654(9,008)1971Jun-973-30
The Palisades192Bellevue, WA—1,5606,24217,9561,56524,19325,758(21,385)1977May-903-30

F- 60

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
ApartmentBuildings andsubsequent toLand andBuildings andAccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovementsTotal (1)depreciationconstructionacquired(years)
The Palms at Laguna Niguel460Laguna Niguel, CA—23,58494,33419,72323,584114,057137,641(51,662)1988Apr-145-30
The Parc at Pruneyard252Campbell, CA—31,06891,15657031,06891,726122,794(2,045)1968May-253-30
The Plaza307Foster City, CA—34,341126,42884634,341127,274161,615(3,908)2013Jan-253-30
The Stuart188Pasadena, CA—13,57454,2986,48813,57460,78674,360(26,076)2007Apr-145-30
The Trails of Redmond423Redmond, WA—21,93087,72012,41721,930100,137122,067(43,636)1985Apr-145-30
The Village at Toluca Lake146Burbank, CA—14,63448,2973,00214,63451,29965,933(8,728)1974Jun-213-30
Tierra Vista404Oxnard, CA—13,65253,33614,50813,66167,83581,496(48,040)2001Jan-013-30
Tiffany Court101Los Angeles, CA—6,94927,7964,0466,94931,84238,791(13,810)1987Apr-145-30
Township132Redwood City, CA—19,81270,6193,08019,81273,69993,511(16,851)2014Sep-193-30
Trabuco Villas132Lake Forest, CA—3,6388,6407,9973,89016,38520,275(13,058)1985Oct-973-30
Valley Park160Fountain Valley, CA—3,36113,42010,1403,76123,16026,921(17,173)1969Nov-013-30
Via284Sunnyvale, CA—22,00082,2709,54322,01691,797113,813(47,333)2011Jul-113-30
Villa Angelina256Placentia, CA—4,49817,96211,8354,96229,33334,295(22,697)1970Nov-013-30
Villa Granada270Santa Clara, CA—38,29989,3656,22038,29995,585133,884(39,711)2010Apr-145-30
Villa Siena274Costa Mesa, CA—13,84255,36720,85513,84276,22290,064(34,434)1974Apr-145-30
Village Green272La Habra, CA—6,48836,7689,3566,48846,12452,612(20,184)1971Apr-145-30
ViO234San Jose, CA—13,57787,05922513,57787,284100,861(645)2016Sep-253-30
Vista Belvedere76Tiburon, CA—5,57311,90112,1115,57324,01229,585(17,827)1963Aug-043-30
Vox58Seattle, WA—5,54516,6351,3265,54517,96123,506(7,359)2013Oct-133-30
Wallace on Sunset200Los Angeles, CA—24,00580,4667,13124,00587,597111,602(29,720)2021Dec-213-30
Walnut Heights163Walnut, CA—4,85819,1688,6414,88727,78032,667(20,452)1964Oct-033-30
Wandering Creek156Kent, WA—1,2854,9808,0961,29613,06514,361(11,054)1986Nov-953-30
Waterford Place238San Jose, CA—11,80824,50021,00415,16542,14757,312(34,779)2000Jun-003-30
Wharfside Pointe155Seattle, WA—2,2457,02015,0872,25822,09424,352(20,138)1990Jun-943-30
Willow Lake508San Jose, CA—43,194101,03024,14643,194125,176168,370(63,519)1989Oct-123-30
5600 Wilshire284Los Angeles, CA—30,53591,60412,24330,535103,847134,382(44,045)2008Apr-145-30
Wilshire La Brea478Los Angeles, CA—56,932211,99825,89056,932237,888294,820(102,009)2014Apr-145-30
Wilshire Promenade149Fullerton, CA—3,1187,38518,0733,79724,77928,576(19,680)1992Jan-973-30
Windsor Court95Los Angeles, CA—6,38323,4201,6026,38325,02231,405(3,255)1987Jul-223-30
Windsor Ridge216Sunnyvale, CA—4,01710,31519,2014,02129,51233,533(28,010)1989Mar-893-30
Woodland Commons302Bellevue, WA—2,0408,72729,2892,04438,01240,056(30,366)1978Mar-903-30
Woodside Village145Ventura, CA—5,33121,0368,3085,34129,33434,675(20,892)1987Dec-043-30
51,468$—$2,980,852$10,981,195$2,848,506$3,031,096$13,779,457$16,810,553$(5,957,556)

F- 61

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Financial Statement Schedule III

Real Estate and Accumulated Depreciation

December 31, 2025

($ in thousands)

Costs
Initial costcapitalizedGross amount carried at close of period
Buildings andsubsequentLand andBuildings andAccumulated
PropertyEncumbranceLandimprovementsto acquisitionimprovementsimprovementsTotal(1)depreciation
Other real estate assets—46,78116,58518,19148,14233,41581,557(22,994)
$—$46,781$16,585$18,191$48,142$33,415$81,557$(22,994)
Total$784,347$3,308,897$12,060,444$3,067,244$3,363,169$15,073,416$18,436,585$(6,532,003)

(1) The aggregate cost for federal income tax purposes is approximately $14.6 billion (unaudited).

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

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

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

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

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

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

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

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

Year Ended December 31,Year Ended December 31,
202520242023202520242023
Rental properties:Accumulated depreciation:
Balance at beginning of year$17,589,518$16,135,223$15,966,227Balance at beginning of year$6,150,618$5,664,931$5,152,133
Acquisition, development, and improvement of real estate1,279,4571,614,570235,423Depreciation expense595,867571,813545,702
Disposition of real estate and other(432,390)(160,275)(66,427)Accumulated depreciation - Disposals and other(214,482)(86,126)(32,904)
Balance at the end of year$18,436,585$17,589,518$16,135,223Balance at the end of year$6,532,003$6,150,618$5,664,931

F- 62

Table of Contents

EXHIBIT INDEX
Exhibit No.Document
3.1Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.
3.2Seventh Amended and Restated Bylaws of Essex Property Trust, Inc. (effective as of December 8, 2022), attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 13, 2022, and incorporated herein by reference.
3.3Certificate of Limited Partnership of Essex Portfolio, L.P. and amendments thereto, attached as Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.
4.1Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached as Exhibit 4.14 to the Company’s Annual Report on Form 10-K, filed February 23, 2023, and incorporated herein by reference.
4.2Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company’s Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.
4.3Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.375% Senior Notes due 2026 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 11, 2016, and incorporated herein by reference.
4.4Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.625% Senior Notes due 2027 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 10, 2017, and incorporated herein by reference.
4.5Indenture, dated March 8, 2018, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 4.500% Senior Notes due 2048 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 8, 2018, and incorporated herein by reference.
4.6Indenture, dated February 11, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 4.000% Senior Notes due 2029 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2019, and incorporated herein by reference.
4.7Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 7, 2019, and incorporated herein by reference.
4.8Indenture, dated February 11, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 2.650% Senior Notes due 2032 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 11, 2020, and incorporated herein by reference.
4.9Indenture, dated August 24, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.650% Senior Notes due 2031, the form of 2.650% Senior Notes due 2050 and the guarantees thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 24, 2020, and incorporated herein by reference.
4.10Indenture, dated March 1, 2021, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.700% Senior Notes due 2028 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 1, 2021, and incorporated herein by reference.
4.11Indenture, dated June 1, 2021, among Essex Portfolio, L.P., Essex portfolio Trust, Inc. and U.S. Bank National Association, as trustee, including the form of 2.550% Senior Notes due 2031 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 1, 2021, and incorporated herein by reference.
4.12Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.

Table of Contents

4.13First Supplemental Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.
4.14Second Supplemental Indenture, dated February 18, 2025, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.375% Senior Notes due 2035 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 18, 2025, and incorporated herein by reference.
4.15Third Supplemental Indenture, dated December 12, 2025, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 4.875% Senior Notes due 2036 and the guarantee thereof, attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed December 12, 2025, and incorporated herein by reference.
10.1Agreement between Essex Property Trust, Inc. and George M. Marcus, dated March 27, 2003 attached as Exhibit 10.32 to the Company’s Annual Report on Form 10-K, filed March 31, 2003, and incorporated herein by reference.
10.2Essex Property Trust, Inc. Deferred Compensation Plan, As Amended and Restated As of January 1, 2021, attached as Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.
10.3Form of Indemnification Agreement between Essex Property Trust, Inc. and its directors and officers, attached as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed February 18, 2025, and incorporated herein by reference.#
10.4Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed November 5, 2012, and incorporated herein by reference.
10.5Amended and Restated Essex Property Trust Inc. Executive Severance Plan attached as Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.#
10.6Essex Property Trust, Inc. 2013 Stock Award and Incentive Compensation Plan, attached as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.#
10.7Essex Property Trust, Inc. 2013 Employee Stock Purchase Plan, attached as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.#
10.8Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 4, 2013, and incorporated herein by reference.#
10.9Amended and Restated Non-Employee Director Equity Award Program, dated May 17, 2016, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.#
10.10Fourth Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 20, 2018, attached as Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference.
10.11Forms of Essex Property Trust, Inc., Essex Portfolio L.P., Long-Term Incentive Plan Award Agreements, attached as Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference.#
10.12Essex Property Trust, Inc. 2018 Stock Award and Incentive Compensation Plan, attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 15, 2018, filed March 23, 2018, and incorporated herein by reference.#
10.13Form of Non-Employee Director Restricted Stock Award Agreement, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.#
10.14Form of Non-Employee Director Stock Option Award Agreement, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.#

Table of Contents

10.15Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted prior to fiscal year 2024, attached as Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.#
10.16Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted commencing fiscal year 2024, attached as Exhibit 10.19 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.#
10.17Deferred Compensation Plan for Non-Employee Directors, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 7, 2020, and incorporated herein by reference.#
10.18Sixth Amended and Restated Revolving Credit Agreement, dated July 7, 2025, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed July 30, 2025, and incorporated herein by reference.
10.19Term Loan Agreement, dated as of May 20, 2025, among Essex Portfolio, L.P., U.S. Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed July 30, 2025, and incorporated herein by reference.
10.20*Amended and Restated Term Loan Agreement, dated October 10, 2025, among Essex Portfolio, L.P., U.S. Bank National Association, as Administrative Agent and Lender and the other lenders party thereto.†
19.1Essex Property Trust, Inc. Insider Trading Policy, attached as Exhibit 19.1 to the Company's Annual Report on Form 10-K, filed February 21, 2025, and incorporated herein by reference.
21.1*List of Subsidiaries of Essex Property Trust, Inc. and Essex Portfolio, L.P.
23.1*Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2*Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1*Power of Attorney (see signature page)
31.1*Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2*Essex Property Trust, Inc. — Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.3*Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.4*Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1Policy for Recovery of Erroneously Awarded Compensation dated as of October 2, 2023, attached as Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.
99.1*Material Federal Income Tax Considerations
101.INSXBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document

Table of Contents

101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
  • Filed or furnished herewith.

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

Management contract or compensatory plan or arrangement.

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

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ESSEX PROPERTY TRUST, INC.
(Registrant)
Date: February 20, 2026
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer)
Date: February 20, 2026
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer
ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc., its general partner
(Registrant)
Date: February 20, 2026
By: /s/ BARBARA PAK
Barbara Pak
Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer)
Date: February 20, 2026
By: /s/ BRENNAN MCGREEVY
Brennan McGreevy
Group Vice President and Chief Accounting Officer

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Table of Contents

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

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

SignatureTitleDate
/s/ GEORGE M. MARCUS George M. MarcusDirector and Chairman of the BoardFebruary 20, 2026
/s/ KEITH R. GUERICKE Keith R. GuerickeDirector, and Vice Chairman of the BoardFebruary 20, 2026
/s/ IRVING F. LYONS, III Irving F. Lyons, IIILead DirectorFebruary 20, 2026
/s/ JOHN V. ARABIA John V. ArabiaDirectorFebruary 20, 2026
/s/ ANNE B. GUST Anne B. GustDirectorFebruary 20, 2026
/s/ MARIA R. HAWTHORNE Maria R. HawthorneDirectorFebruary 20, 2026
/s/ AMAL M. JOHNSON Amal M. JohnsonDirectorFebruary 20, 2026
/s/ MARY KASARIS Mary KasarisDirectorFebruary 20, 2026
/s/ ANGELA L. KLEIMAN Angela L. KleimanChief Executive Officer and President, and Director (Principal Executive Officer)February 20, 2026

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Previous: Item 15. Exhibits and Financial Statement Schedules