filings.toolsItem 1A. Risk Factors
4K characters. Original on sec.gov ·
Item 1A. Risk Factors
In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in "Part I. Item 1A. Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2022, which could materially affect the Company's financial condition, results of operations or cash flows. There have been no material changes to the Risk Factors disclosed in Item 1A of the Company's annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC and available at www.sec.gov. The risks described in the Company's annual report on Form 10-K and subsequent quarterly reports on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known or that the Company currently deems to be immaterial may also materially adversely affect the Company's financial condition, results of operations or cash flows.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities; Essex Portfolio, L.P.
During the three months ended March 31, 2023, the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
During the three months ended March 31, 2023, Essex issued an aggregate of 14,037 shares of its common stock upon the vesting of restricted stock awards and the exchange of OP units by limited partners or members into shares of common stock. Furthermore, for each share of common stock issued by Essex in connection with vesting of restricted stock awards and the exchange of OP units, the Operating Partnership issued OP Units to Essex, as required by the partnership agreement. During the three months ended March 31, 2023, 14,037 OP Units were issued to Essex pursuant to this mechanism.
Stock Repurchases
The following table summarizes the Company's purchases of its common stock during the three months ended March 31, 2023.
| Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program (1) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (1) | |||||||||||||||||||||||
| January 1, 2023 - January 31, 2023 | 63,700 | $ | 210.98 | 63,700 | $ | 384.9 | ||||||||||||||||||||
| February 1, 2023 - February 28, 2023 | 106,118 | $ | 233.86 | 106,118 | $ | 360.1 | ||||||||||||||||||||
| March 1, 2023 - March 31, 2023 | 267,208 | $ | 214.82 | 267,208 | $ | 302.7 | ||||||||||||||||||||
| Total | 437,026 | $ | 218.88 | 437,026 | $ | 302.7 |
(1) In September 2022, the Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate of $500.0 million. The plan supersedes the Company's previous common stock repurchase plan announced in December 2015.
Item 3: Defaults Upon Senior Securities
None.
Item 4: Mine Safety Disclosures
Not applicable.
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