# Essex Property Trust, Inc.: Form 10-K for the period ended Dec 31, 2025 - Company: [Essex Property Trust, Inc.](/companies/ess.md) (CIK 920522) - Form: 10-K - Filed: 2026-02-20 - Accepted by EDGAR: Feb 20, 2026, 16:08 ET - Period: 2025-12-31 - Accession: 0000920522-26-000003 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/920522/000092052226000003/ess-20251231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/920522/000092052226000003/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2025-01-01 to 2025-12-31 | $9.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Gross profit | 12 months, 2025-01-01 to 2025-12-31 | $1.32bn | us-gaap:GrossProfit | | Operating income | 12 months, 2025-01-01 to 2025-12-31 | $899.3m | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2025-01-01 to 2025-12-31 | $258.4m | us-gaap:InterestExpenseNonoperating | | Net income | 12 months, 2025-01-01 to 2025-12-31 | $702.8m | us-gaap:ProfitLoss | | Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | $10.40 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | $10.40 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 64,399,459 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $1.07bn | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Share repurchases | 12 months, 2025-01-01 to 2025-12-31 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2025-12-31 | $76.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Total assets | at 2025-12-31 | $13.16bn | us-gaap:Assets | | Total liabilities | at 2025-12-31 | $7.42bn | us-gaap:Liabilities | | Shareholders' equity | at 2025-12-31 | $5.54bn | us-gaap:StockholdersEquity | ## Business As filed, 29,983 characters. ### OVERVIEW Essex Property Trust, Inc. (“Essex”), a Maryland corporation, is an S&P 500 company that operates as a self-administered and self-managed real estate investment trust (“REIT”). Essex owns all of its interest in its real estate and other investments directly or indirectly through Essex Portfolio, L.P. (the “Operating Partnership” or “EPLP”). Essex is the sole general partner of the Operating Partnership and as of December 31, 2025, had an approximately 96.6% general partner interest in the Operating Partnership. In this report, the terms “Company,” “we,” “us,” and “our” also refer to Essex Property Trust, Inc., the Operating Partnership and those entities/subsidiaries owned or controlled by Essex and/or the Operating Partnership. Essex has elected to be treated as a REIT for federal income tax purposes commencing with the year ended December 31, 1994. Essex completed its initial public offering on June 13, 1994. 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. All taxable REIT subsidiaries are consolidated by the Company for financial reporting purposes. The Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly apartment communities, located along the West Coast of the United States. As of December 31, 2025, the Company owned or had ownership interests in 259 operating apartment communities, aggregating 63,077 apartment homes, excluding the Company’s ownership in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of one consolidated project and various predevelopment projects (collectively, the “Portfolio”). The Company’s website address is https://www.essex.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are available, free of charge, on its website as soon as practicable after the Company files the reports with the U.S. Securities and Exchange Commission (“SEC”). The information contained on the Company’s website shall not be deemed to be incorporated into this report. ### BUSINESS STRATEGIES The following is a discussion of the Company’s business strategies in regards to real estate investment and management. ### Business Strategies ***Research Driven Approach to Investments –*** The Company believes that successful real estate investment decisions and portfolio growth begin with extensive regional economic research and local market knowledge. The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating markets and focusing on the following strategic criteria: - Major metropolitan areas that have regional population in excess of one million; - Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways; - Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and - Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors. Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its regional, economic, and local market research, and adjusts the geographic focus of its portfolio accordingly. The Company seeks to increase its portfolio allocation in markets projected to have the strongest local economies and to decrease allocations in markets projected to have declining economic conditions. Likewise, the Company also seeks to increase its portfolio allocation in markets that have attractive property valuations and to decrease allocations in markets that have inflated valuations and low relative yields. ***Property Operations –*** The Company manages its communities by focusing on activities that may generate above-average rental growth, tenant retention/satisfaction and long-term asset appreciation. The Company intends to achieve this by utilizing the strategies set forth below: - *Property Management –* Oversee delivery and quality of the housing provided to our tenants and manage the properties’ financial performance. - *Capital Preservation –* The Company’s asset management services are responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s communities. - *Business Planning and Control –* Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance based on collaborative discussions between property operations teams and the senior leadership team. - *Development and Redevelopment –* The Company focuses on acquiring and developing apartment communities in supply constrained markets, and redeveloping its existing communities to improve the financial and physical aspects of the Company’s communities. ### CURRENT BUSINESS ACTIVITIES ### Acquisitions of Real Estate Interests The table below summarizes acquisition activity for the year ended December 31, 2025 ($ in millions): | Property Name Location | Date | Apartment Homes | Essex Ownership Percentage | Contract Price at Pro Rata Share | | | --- | --- | ---: | ---: | ---: | ---: | | The Plaza CA | Jan-25 | 307 | 100% | $161.4 | | | One Hundred Grand CA | Feb-25 | 166 | N/A | 105.3 | (1) | | ROEN Menlo Park CA | Feb-25 | 146 | 100% | 78.8 | | | Revere Campbell CA | May-25 | 168 | N/A | 118.0 | (1) | | The Parc at Pruneyard CA | May-25 | 252 | 100% | 122.5 | | | ViO CA | Sep-25 | 234 | 100% | 100.0 | | | 1250 Lakeside CA | Nov-25 | 250 | 100% | 143.5 | | | Total acquisitions | | 1,523 | | $829.5 | | (1) One Hundred Grand and Revere Campbell replaced Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, within the DownREIT structures of those entities pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (“Section 1031 Exchange”). ### Dispositions of Real Estate Interests As part of its strategic plan to own quality real estate in supply-constrained markets, the Company continually evaluates all of its communities and sells those communities that no longer meet the Company’s strategic criteria. The Company may use the capital generated from the dispositions to invest in higher-return communities, other real estate investments or to fund other commitments. The Company believes that the sale of these communities will not have a material impact on its future results of operations or cash flows nor will the sale of these communities materially affect the Company’s ongoing operations. In general, the Company seeks to offset the dilutive impact on long-term earnings and funds from operations from these dispositions through the positive impact of reinvestment of proceeds. The table below summarizes disposition activity for the year ended December 31, 2025 ($ in millions): | Property Name | Location | Date | Apartment Homes | Sale Price at Pro Rata Share | | | --- | --- | --- | ---: | ---: | ---: | | Highridge | CA | Feb-25 | 255 | $127.0 | (1) | | Essex Skyline | CA | Apr-25 | 350 | 239.6 | | | The Grand | CA | Jul-25 | 243 | 97.5 | | | 8th & Republican | WA | Sep-25 | 211 | 47.4 | (2) | | Fourth & U | CA | Sep-25 | 171 | 52.3 | | | Total dispositions | | | 1,230 | $563.8 | | 3 (1) Highridge, an apartment home community owned by DownREIT entities that are consolidated by the Company, was replaced by One Hundred Grand and Revere Campbell within the DownREIT structures of those entities pursuant to a Section 1031 Exchange. (2) Wesco V, LLC, a joint venture in which the Company owns a 50.0% interest, sold one of its apartment home communities for a total contract price of $94.9 million. ### Development Pipeline 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 defines predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. The Company may also acquire land for future development purposes. As of December 31, 2025, the Company’s development pipeline was comprised of one consolidated development project of 543 apartment homes and various predevelopment projects with total incurred costs of $157.1 million. The estimated remaining project costs are approximately $200.9 million, for total estimated project costs of $358.0 million. ### Long Term Debt During 2025, the Company made regularly scheduled principal payments of $2.5 million to its secured mortgage notes payable at an average interest rate of 3.5%. 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. In May 2025, the Operating Partnership obtained a new $300.0 million unsecured term loan priced at Secured Overnight Financing Rate (“SOFR”) plus 0.85% which is based on a tiered rate structure tied to the Company’s long-term unsecured credit rating with a one-year delayed draw feature. The Company may elect to increase this facility by up to an additional $300.0 million, to an aggregate size of $600.0 million, if the lenders permit. This term loan is scheduled to mature in May 2028, with two one-year extension options, exercisable at the option of the Company. As of December 31, 2025, the Company had drawn $300.0 million on this term loan facility. The Company has entered into floating-to-fixed interest rate swaps to fix the interest rate for $197.5 million of the new term loan facility to an all-in rate of 4.1%. In October 2022, the Operating Partnership obtained a $300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85% with an original maturity date of October 2024 with three 12-month extension options, exercisable at the Company’s option. In September 2024, the Company exercised its first option, extending the maturity date to October 2025. In October 2025, the Company executed an amendment of its existing $300.0 million unsecured term loan to extend the maturity date from October 2027 to January 2031, inclusive of extension options exercisable at the Company’s option. The interest rate was reduced by 0.10% to SOFR plus 0.85% and is swapped to an all-in fixed rate of 4.2% and the swap has a termination date of October 2026. In December 2025, the Operating Partnership issued $350.0 million of senior unsecured notes due on February 15, 2036 with a coupon rate of 4.875% per annum (the “2036 Notes”), which are payable on February 15 and August 15 of each year, beginning on August 15, 2025. The 2036 Notes were offered to investors at a price of 99.093% of the principal amount. 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. ### Bank Debt As of December 31, 2025, Moody’s Investor Service and Standard and Poor’s (“S&P”) credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively. As of December 31, 2025, the Company had two unsecured lines of credit aggregating $1.58 billion. The Company’s $1.5 billion credit facility had an interest rate of SOFR plus 0.775%, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings. In July 2025, the Company amended this revolving credit facility increasing the borrowing capacity from $1.2 billion to $1.5 billion and extended its maturity from January 2029 to January 2030 with two six-month extensions, exercisable at the Company’s option. The Company may elect to increase the facility by up to an additional $1.0 billion, to an aggregate size of $2.5 billion, if the lenders permit. The Company’s $75.0 million 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, and a scheduled maturity date of July 2026. In May 2025, the Company entered into a commercial paper program under which it can issue unsecured short-term notes, which are backstopped by, and reduce the borrowing capacity of the Company’s $1.5 billion unsecured line of credit facility. The Company can issue up to $750.0 million of commercial paper for up to 397 days from the date of issue. ### Equity Transactions In August 2024, the Company entered into an equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the “2024 ATM Program”). In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date. Furthermore, it would permit the Company, at its election, to settle the agreements by issuing common stock in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of common stock or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted earnings per share and diluted earnings per unit using the treasury stock method. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s common stock over the term of the forward sale agreement. During the year ended December 31, 2025, the Company did not issue any shares of its common stock through the 2024 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. As of December 31, 2025, $900.0 million of shares remained available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements. In September 2022, the Company announced that its Board of Directors approved a stock repurchase plan, without an expiration date, to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million. During the year ended December 31, 2025, the Company did not repurchase any shares. As of December 31, 2025, the Company had $302.7 million of purchase authority remaining under the stock repurchase plan. ### Co-investments The Company has entered into, and may continue in the future to enter into, joint ventures or partnerships (including limited liability companies) through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership. For each joint venture the Company holds a non-controlling interest in the venture and, in most cases, may earn customary management fees, development fees, asset management fees and a promote interest. 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 based on a valuation of $95.0 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. 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. The Company has also made, and may continue in the future to make, preferred equity investments in various multifamily stabilized communities or development projects. The Company earns a preferred rate of return on these investments. ### HUMAN CAPITAL MANAGEMENT #### Company Overview and Values The Company’s mission is to create quality communities in premier locations and it is critical to the Company’s mission that it attracts, trains and retains a talented team by providing a compelling place to work and opportunities for professional growth. The Company’s culture supports its mission and is guided by its core values: to act with integrity, to care about what matters, to do right with urgency, to lead at every level, and to seek fairness. The Company enables the mission through its Human Capital Management Strategy that focuses on four key pillars of Talent Acquisition, Technology and Analytics, Culture and Talent Development, and Rewards and Recognition. The Company is headquartered in San Mateo, CA, and has regional corporate offices in Woodland Hills, CA, Irvine, CA and Bellevue, WA. As of December 31, 2025, the Company had 1,689 employees, 99.8% of whom were full-time. A total of 1,267 employees worked on-site at our operating communities, and 422 employees worked in our corporate offices. #### Workplace Culture The Company believes that a strong employee culture is supported by workforce capability, engagement, and connection. In 2025, the Company enhanced its focus on change management as an important capability and leaned into the importance of in-person appreciation and recognition events to strengthen engagement and connection. The Company also supports employee-led resource groups, open to all employees, which foster connection and shared learning. #### Training and Development The Company values leadership at every level and enables the same by providing opportunities for all associates to develop personal and professional skills through programs that encourage associate retention and advancement. The Company currently offers training courses to its associates via Workday Learning, and its associates spent 16,708 hours learning in 2025. The Company also provides its associates with an annual $3,000 tuition reimbursement to further support outside professional growth opportunities. To identify, retain and reward top performers, the Company engages in meaningful internal succession planning and offers a tenure bonus program, Everyday Excellence and Impact awards, which are recognition programs to reward associates for excellent teamwork, ideas, and service. The Company encourages internal promotions and hiring for open positions, and the executive team actively mentors the Company’s top talent to ensure strong leadership at the Company for the future. 36% of the Company’s associates have approached or surpassed the Company’s average tenure of 6.71 years, with 24% reaching beyond 10 years of service. #### Employee Safety, Health, and Wellness Safety is a top priority. The Company deeply cares about the wellbeing of its associates and residents. The Essex Safety Committee, comprised of key stakeholders across departments, meets quarterly and reviews the overall safety of the company in both our corporate offices and our communities. To maximize real-time responses, the Company has also established a working safety subcommittee that meets bi-weekly. The Company has implemented enhanced safety programs, which include a Workplace Violence Prevention Program enacted companywide in 2024, regular safety inspections, emergency preparedness processes, hazard identification and control protocols, and related associate training. The Company’s safety policies align with its health and wellness goals and seeks to proactively prevent workplace accidents and protect the health, wellness and safety of the Company’s associates through training and analysis of incident reports. Additionally, the Company offers retirement support, associate discount programs, a mental health program (which includes counseling and coaching sessions for mental well-being support at no cost), and health benefit credits for participation in wellness programs. #### Compensation and Benefits The Company offers competitive compensation to secure and retain top talent. Alongside competitive pay, the Company is committed to pay parity and conducts a pay analysis on an annual basis which includes the development and use of a robust, multiple regression analysis model to confirm the Company’s continued achievement of gender pay parity. Beyond competitive compensation, the Company offers a suite of benefits, including health insurance, a retirement plan with a $6,000 annual matching potential benefit, life and disability coverage, supplemental paid parental leave, and the robust health and wellness support programs noted above. Additionally, the Company offers an associate housing discount. #### Employee Engagement Throughout 2025, employee sentiment and feedback were gathered through multiple touchpoints across the employee experience. These included new hire feedback, exit insights, event surveys, and our Speak Up channel, an anonymous comment box. This ongoing, multi-channel approach enabled employees to share candid input in real time and allowed the organization to identify trends, listen to employee voices, and inform meaningful action throughout the year. #### Community and Social Impact The Company believes volunteering can create positive change in the communities where our associates live and work and that the Company’s commitment to giving back helps it attract and retain associates. The Company’s volunteer program is aimed at supporting and encouraging eligible associates to become actively involved in their communities through the Company’s support of charity initiatives and offering paid hours for volunteer time. In 2025, Essex associates completed 572 volunteer hours. Additionally, the Company’s “Essex Cares” program provides direct aid to the Company’s residents, associates, and local communities. ### INSURANCE The Company purchases general liability and property insurance coverage, including loss of rent, for each of its communities. The Company also purchases limited earthquake, terrorism, environmental and flood insurance. There are certain types of losses which may not be covered or could exceed coverage limits. The insurance programs are subject to deductibles and self-insured retentions in varying amounts. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”), to self-insure certain earthquake and property losses. As of December 31, 2025, PWI had cash and marketable securities of $106.7 million, and is consolidated in the Company’s financial statements. All of the Company’s communities are located in areas that are subject to earthquake activity. The Company evaluates its financial loss exposure to seismic events by using actuarial loss models developed by the insurance industry and in most cases property vulnerability analysis based on structural evaluations by seismic consultants. The Company manages this exposure, where considered appropriate, desirable, and cost-effective, by upgrading properties to increase their resistance to forces caused by seismic events, by considering available funds and coverages provided by PWI and/or by purchasing seismic insurance. In most cases the Company also purchases limited earthquake insurance for certain properties owned by the Company’s co-investments. In addition, the Company carries other types of insurance coverage related to a variety of risks and exposures. Based on market conditions, the Company may change or potentially eliminate insurance coverages, or increase levels of self-insurance. Further, the Company may incur losses, which could be material, due to uninsured risks, deductibles and self-insured retentions, and/or losses in excess of coverage limits. ### COMPETITION There are numerous housing alternatives that compete with the Company’s communities in attracting tenants. These include other apartment communities, condominiums and single-family homes. If the demand for the Company’s communities is reduced or if competitors develop and/or acquire competing housing, rental rates and occupancy may drop which may have a material adverse effect on the Company’s financial condition and results of operations. The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of apartment communities. Some competitors are larger and have greater resources than the Company. This competition may result in increased costs of apartment communities the Company acquires and/or develops. ### WORKING CAPITAL The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of its reasonably anticipated cash needs during 2026. The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates, stock price, and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities. ### ENVIRONMENTAL CONSIDERATIONS As a real estate owner and operator, we are subject to various federal, state and local environmental laws, regulations and ordinances and may be subject to liability and the costs of removal or remediation of certain potentially hazardous materials that may be present in our communities. See the discussion under the caption, “Risks Related to Our Real Estate Investments and Operations - *The Company’s portfolio may have environmental liabilities.”* in Item 1A, Risk Factors, for information concerning the potential effect of environmental regulations on its operations, which discussion is incorporated by reference into this Item 1. ### OTHER MATTERS ### Certain Policies of the Company The Company intends to continue to operate in a manner that will not subject it to regulation under the Investment Company Act of 1940. The Company may in the future (i) issue securities senior to its common stock, (ii) fund acquisition activities with borrowings under its line of credit and (iii) offer shares of common stock and/or units of limited partnership interest in the Operating Partnership or affiliated partnerships as partial consideration for property acquisitions. The Company from time to time acquires partnership interests in partnerships and joint ventures, either directly or indirectly through subsidiaries of the Company, when such entities’ underlying assets are real estate. The Company invests primarily in apartment communities that are located in predominantly coastal markets within Southern California, Northern California, and the Seattle metropolitan area. The Company currently intends to continue to invest in apartment communities in such regions. However, the geographical composition of the portfolio is evaluated periodically and may be modified by management. ## Risk factors As filed, 89,540 characters. For purposes of this section, the term “stockholders” means the holders of shares of Essex Property Trust, Inc.’s common stock. Set forth below are the risks that we believe are material to Essex Property Trust, Inc.’s stockholders and Essex Portfolio, L.P.’s unitholders. You should carefully consider the following factors in evaluating our Company, our properties and our business. Our business, results of operations, cash flows and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause our actual results of operations to vary materially from recent results or from our anticipated future results. ### Risks Related to Our Real Estate Investments and Operations ***General real estate investment risks may materially adversely affect property income and values, and therefore our stock price may be materially adversely affected.*** If the communities and other real estate investments, including development and redevelopment properties, do not generate sufficient income to meet operating and financing expenses, cash flow and the ability to make distributions will be materially adversely affected. Income and growth from the communities may be further materially adversely affected by, among other things, the following factors, in addition to the other risk factors listed in this Item 1A: - changes in the general or local economic climate that could affect demand for housing, including changing demographics or policies governing legal immigration, which could lead to a relative decrease in the renting population, an increase in the use of new technologies and artificial intelligence to replace workers, and other events negatively impacting local employment rates, tenant dispersion, wages and the local economy; - changes in supply and cost of housing; - changes in economic conditions, such as high or sustained inflationary periods in which our operating and financing costs may increase at a rate greater than our ability to increase rents, thereby compressing our operating margins which may have a material adverse effect on our business, or deflationary periods where rents may decline more quickly relative to operating and financing costs; and - the appeal and desirability of our communities to tenants relative to other housing alternatives, including cost, size and amenity offerings, safety and location convenience, and our technology offerings. ***Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire.*** If the Company is unable to promptly renew or re-let existing leases, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then the Company’s results of operations and financial condition will be adversely affected. ***Economic environments can negatively impact the Company’s liquidity and results of operations.*** In the event of a recession, continued geopolitical uncertainty or other negative economic effects, including slowing job growth in key markets, the Company could incur reductions in rental and occupancy rates, property valuations and increases in costs. Any such recession or economic downturn may also affect consumer confidence and spending and negatively impact the volume and pricing of real estate transactions, which could materially adversely affect the Company’s liquidity and its ability to vary its portfolio promptly in response to changes to the economy. ***Rent control, eviction moratoria or potential changes in applicable laws, or noncompliance with applicable laws, could materially adversely affect the Company’s stock price, business, financial condition and results of operations, and/or expose us to liability.*** The Company must own, operate, manage, acquire, develop and redevelop its properties in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations include zoning laws, building codes, rent control or stabilization laws, fee transparency requirements, emergency orders, laws benefiting disabled persons, federal, state and local tax laws, landlord tenant laws, environmental laws, employment laws, immigration laws and other laws regulating housing, revenue management software and practices, or laws that are generally applicable to the Company’s business and operations. Changes in, or noncompliance with, laws and regulations could expose the Company to liability and could require the Company to make significant unanticipated expenditures to address noncompliance. Existing and future eviction moratoria, rent control or rent stabilization laws and regulations, fee transparency requirements, along with similar laws and regulations that expand tenants’ rights or impose additional costs on landlords, including any such laws or regulations imposed on the housing industry in response to natural disasters, national and global pandemic or other any other health crisis, or local or national states of emergency, may reduce rental revenues or increase operating costs and thus such laws and regulations may materially adversely affect our stock price, business, financial condition and results of operations. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants, limit our ability to collect rent, or recover increases in our operating expenses and could reduce the value of our communities or make it more difficult for us to dispose of communities in certain circumstances. Following the COVID-19 pandemic, governments have demonstrated a greater interest in eviction moratoria and strict housing controls. We may be legally required to, or otherwise agree to, restructure tenants’ rent obligations on less favorable terms than those currently in place. In the event of tenant nonpayment, default or bankruptcy, we may incur costs in protecting our investment, collecting delinquent rents, and re-leasing our property and we may have limited ability to renew existing leases or sign new leases at levels consistent with market rents. Expenses associated with our investment in communities impacted by such laws and regulations, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from the community. This could lead to lower profitability and market fluctuations that may affect our ability to obtain necessary funds for our business. ***Acquisitions of communities involve various risks and uncertainties and may fail to meet expectations.*** The Company’s acquisition of apartment communities may fail to meet the Company’s expectations due to factors including inaccurate estimates of future income, expenses, and the costs of improvements or redevelopment, which may be exacerbated by the lack of reliable market data. Further, the value and operational performance of an apartment community may be diminished if neighborhood changes occur before we are able to redevelop or sell the community. Also, in connection with such acquisitions, we may assume unknown or contingent liabilities, which could ultimately lead to material costs for us that we did not expect to incur. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with apartment communities may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially adversely affect our business, financial condition and results of operations. The use of equity financing for future developments or acquisitions could dilute the interest of the Company’s existing stockholders. If the Company finances new acquisitions under existing lines of credit or commercial paper, there is a risk that, unless the Company obtains substitute financing or capital sources, the Company may not be able to undertake additional borrowing for further acquisitions or developments or such borrowing may not be available on advantageous terms. ***Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results.*** The Company pursues development and redevelopment projects, including densification projects, and those activities generally entail certain risks, including: - funds may be expended and management’s time devoted to projects that may not be completed on time or at all; - construction costs may exceed original estimates possibly making some projects economically unfeasible; - projects may be delayed or abandoned due to, without limitation, weather conditions, labor or material shortages, municipal office closures and staff shortages, government recommended or mandated work stoppages, protestors obstructing access or environmental remediation; - occupancy rates and rents at a completed project may be less than anticipated; - expenses may be higher than anticipated due to, without limitation, inflationary pressures (including potentially exacerbated by the imposition of tariffs), supply chain issues, litigation over construction, environmental remediation or increased costs for labor (including potentially related to any shrinkage in the labor force or labor shortages related to changing immigration policies, concerns regarding deportation or otherwise), materials and leasing; - we are reliant on third party contractors’ and vendors’ ability to deliver services and products as planned, and if the timeframe, quality or scope of such services and products are different than we expected, our projects may be subject to increased costs or delays, and our future income may be lower than expected; - we may be unable to obtain, or experience a delay in obtaining, necessary governmental approvals or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities, and/or we may experience challenges with municipalities in completing or approving projects; - we may be unable to obtain financing with favorable terms, or at all, for the proposed development or redevelopment of a community, which may cause us to delay or abandon an opportunity; and - we may incur liabilities to third parties during the development process. ***The geographic concentration of the Company’s communities and fluctuations in local markets may adversely affect the Company’s financial condition and results of operations.*** The Company’s communities are concentrated on the West Coast in the metropolitan areas of California and Washington, which exposes the Company to greater economic concentration risks. Factors that may materially adversely affect local market and economic conditions include regionally specific acts of nature (e.g., earthquakes, wildfires, floods, etc.), changes in specific or broad sectors of the economy (such as growth or decline in technology-based companies), and those other factors listed in the risk factor titled “General real estate investment risks may materially adversely affect property income and values” and elsewhere in this Item 1A. The Company is susceptible to adverse developments in economic and regulatory environments, such as increases in real estate and other taxes, and increased costs of complying with governmental regulations. California is generally regarded as more litigious, highly regulated and subject to higher taxes than many other states, which may reduce demand for the Company’s communities. Any adverse developments in the economic or real estate markets in California or Washington, or any decrease in demand for the Company’s communities resulting from the California or Washington regulatory or business environments, could have an adverse effect on the Company’s business and results of operations. ***The Company may experience various increased costs, including increased property taxes, to own and maintain its properties.*** Real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property tax rates change. Our real estate taxes in Washington and California could increase as a result of property value reassessments or increased property tax rates. A California law commonly referred to as Proposition 13 (“Prop 13”) generally limits annual real estate tax increases on California properties to 2% of assessed value. However, under Prop 13, property tax reassessment generally occurs as a result of a “change in ownership” of a property. Because the property taxing authorities may not determine whether there has been a “change in ownership” or the actual reassessed value of a property for a period of time after a transaction has occurred, we may not know the impact of a potential reassessment for a considerable amount of time following a particular transaction. Therefore, the amount of property taxes we are required to pay could increase substantially from the property taxes we currently pay or have paid in the past, including on a retroactive basis. Various initiatives to repeal or amend Prop 13, to eliminate its application to commercial and residential property, to increase the permitted annual real estate tax increases, and/or to introduce split tax roll legislation could increase the assessed value and/or tax rates applicable to or communities in California. Further, changes in U.S. federal tax law could cause state and local governments to alter their taxation of real property. The Company may experience increased costs associated with capital improvements and property maintenance as its properties advance through their life cycles. In some cases, especially with respect to newly acquired properties, we may spend more than budgeted amounts to make necessary improvements or maintenance, which could materially adversely affect the Company’s financial condition and results of operations. ***Competition in the apartment community market and other housing alternatives may materially adversely affect operations and the rental demand for the Company’s communities.*** There are numerous housing alternatives that compete with the Company’s communities in attracting tenants, including other apartment communities, condominiums and single-family homes. Competitive housing in a particular area and fluctuations in cost of owner-occupied single- and multifamily homes caused by a decrease in housing prices, mortgage interest rates and/or government programs to promote home ownership or create additional rental and/or other types of housing could materially adversely affect the Company’s ability to retain its tenants, lease apartment homes and increase or maintain rents. If the demand for the Company’s communities is reduced, rental or occupancy rates may drop, which may have a material adverse effect on the Company’s financial condition and results of operations. The Company also faces competition from other businesses and other entities in the acquisition, development and operation of apartment communities. This competition may result in increased costs to acquire or develop apartment communities or impact the Company’s ability to identify suitable acquisition or development transactions. ***Investments in mortgages, mezzanine loans, subordinated debt, other real estate, and other marketable securities could materially adversely affect the Company’s cash flow from operations.*** The Company may purchase or otherwise invest in securities issued by entities which own real estate and/or invest in mortgages or unsecured debt obligations. The Company may make or acquire mezzanine loans, which are generally subordinated loans. In general, investing in mortgages involves risk, including that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses; the borrower may not pay indebtedness under the mortgage when due and amounts recovered by the Company in connection with related foreclosures may be less than the amount owed; interest rates payable on the mortgages may be lower than the Company’s cost of funds; in the case of junior mortgages, foreclosure of a senior mortgage could eliminate the junior mortgage; delays in the collection of principal and interest if a borrower claims bankruptcy; possible senior lender default or overconcentration of senior lenders in the portfolio; and unanticipated early prepayments may limit the Company’s expected return on its investment. If any of the above were to occur, it could materially adversely affect the Company’s cash flows from operations. ***The Company’s ownership of co-investments, including joint ventures and joint ownership of communities, its ownership of properties with shared facilities with a homeowners’ association or other similar entity, its ownership of properties subject to a ground lease and its preferred equity investments and its other partial interests in entities that own communities, could limit the Company’s ability to control such communities and may restrict our ability to finance, refinance, sell or otherwise transfer our interests in these properties and expose us to loss of the properties if such agreements are breached by us or terminated.*** The Company has entered into, and may continue in the future to enter into, certain co-investments, including joint ventures or partnerships through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership. Joint venture partners often have shared control over the development and operation of the joint venture assets, which may prevent the Company from taking action without the partners’ approval. A joint venture partner may have interests that are inconsistent with those of the Company or may take action contrary to the Company’s interests or policies. Consequently, a joint venture partner’s actions might subject property owned by the joint venture to additional risk. In some instances, the Company and the joint venture partner may each have the right to exercise a buy-sell arrangement, which could cause the Company to sell its interest, or acquire a partner’s interest, at a time when the Company otherwise would not have initiated such a transaction, and may result in the valuation of our interest or our partner’s interest at levels which may not be representative of the valuation that would result from an arm’s length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income. Should a joint venture partner become bankrupt, the Company could become liable for such partner’s share of joint venture liabilities. From time to time, the Company, through the Operating Partnership, makes certain co-investments in the form of preferred equity or mezzanine investments in third-party entities that have been formed for the purpose of acquiring, developing, financing, or managing real property. The Operating Partnership’s interest in these entities is typically less than a majority of the outstanding voting interests of that entity, which may limit the Operating Partnership’s ability to control the daily operations of such co-investment. The Operating Partnership may not be able to dispose of its interests in such co-investment. In the event that such co-investment or the partners in such co-investment become insolvent or bankrupt or fail to develop or operate the property in the manner anticipated, or are unable to refinance or sell their interest as planned, the Operating Partnership may not receive the expected return in its expected timeframe or at all and may lose up to its entire investment. Additionally, the preferred return negotiated on these co-investments may be lower than the Company’s cost of funds. The Company may also incur losses if any guarantees or indemnifications were made by the Company. The Company also owns properties indirectly through partnerships commonly referred to as “DownREIT” structures. The Company has entered into, and in the future may enter into, transactions that could require the Company to pay the tax liabilities of partners that contribute assets into DownREITs, joint ventures or the Operating Partnership, in the event that certain taxable events, which are generally within the Company’s control, occur. Although the Company plans to hold the contributed assets or, if such assets consist of real property, defer recognition of gain on sale of such assets pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company may not be able to do so and if such tax liabilities were incurred they could have a material adverse effect on its financial position. Also, from time to time, the Company invests in properties (i) which may be subject to certain shared facilities agreements with homeowners’ associations and other similar entities and/or (ii) subject to ground leases where a subtenant may have certain similar rights to that of a party under such a shared facilities agreements or where a master landlord may have certain rights to control the use, operation and/or repair of the property. In these arrangements, we cannot guarantee that the terms of the shared facilities agreements will be enforced or interpreted in favor of the Company, and the Company’s inability to control expenditures, make necessary repairs and/or control certain decisions may materially adversely affect the Company’s financial condition and results of operations, and/or the property’s safety, compliance with applicable laws, marketability or market value. ***We may pursue acquisitions of other REITs and real estate companies, which may not yield anticipated results and could materially adversely affect our results of operations.*** We may acquire and/or invest in other REITs and real estate companies or enter into strategic alliances or joint ventures, which involves risks and uncertainties and may not be successful. We may not be able to identify suitable acquisition, investment, or joint venture opportunities, consummate any such transactions or relationships on terms and conditions acceptable to us, or realize the expected financial or strategic benefits of any such acquisition. The integration of acquired businesses or other acquisitions may not be successful and could result in disruption to other parts of our business. Pre-acquisition property due diligence may not identify all material issues that might arise with respect to such acquired business and its properties or as to any such other acquisitions. Any future acquisitions we make may also require significant additional debt or equity financing, which, in the case of debt financing, would increase our leverage and potentially affect our credit ratings and, in the case of equity or equity-linked financing, could be dilutive to Essex’s stockholders and the Operating Partnership’s unitholders. Additionally, the value of these investments could decline for a variety of reasons. These and other factors could materially adversely affect our financial condition and results of operations. ***Real estate investments are relatively illiquid and, therefore, the Company’s ability to vary its portfolio promptly in response to changes in economic or other conditions may be limited.*** Real estate investments are illiquid and, in our markets, can at times be difficult to sell at prices we find acceptable, which may limit our ability to promptly reduce our portfolio in response to changes in economic or other conditions and otherwise may materially adversely affect our financial condition and results of operations. ***The Company’s portfolio may have environmental liabilities.*** Under various federal, state and local environmental and public health laws, regulations and ordinances, we have been required, and may be required in the future, regardless of our knowledge or responsibility, to provide warnings about certain chemicals, investigate and remediate the effects of hazardous or toxic substances or petroleum product releases at our properties (including in some cases naturally occurring substances such as methane and radon gas) or properties that we acquire, develop, manage or directly or indirectly invest in. We may be held liable under these laws or common law to a governmental entity or to third parties for compliance and response costs, property damage, personal injury or natural resources damages and for investigation and remediation costs incurred as a result of the impacts resulting from such releases. While the Company is unaware of any such response action required or damage claims associated with its existing properties which would have a material adverse effect on our business, or results of operations, potential future costs and damage claims may be substantial. Further, the presence of such substances, or the failure to properly remediate any such impacts, may materially adversely affect our ability to borrow against, develop, sell or rent the affected property, including due to any liens imposed on the impacted property by any government agencies for penalties or damages. The Company carries certain limited insurance coverage for this type of environmental risk as to its properties; however, such coverage is not fully available for all properties and, as to those properties for which limited coverage is fully available, it may be insufficient or may not apply to certain claims arising from known conditions present on those properties. While we conduct pre-acquisition and development Phase I environmental site assessments, such assessments may not discover, ascertain or quantify the full extent of the environmental conditions at or near a given property. Mold growth may occur when excessive moisture accumulates in buildings or on building materials. The Company has adopted policies to address and resolve reports of mold when it is detected, and to minimize any impact mold might have on tenants of the affected property, however, the Company may not identify and respond to all mold occurrences and may result in litigation. ***The Company may incur general uninsured losses or may experience market conditions that impact the procurement of certain insurance policies.*** The Company purchases general liability, employment practices liability, and property, including loss of rent, insurance coverage for each of its communities and cyber risk insurance. The Company may also purchase limited earthquake, terrorism, environmental and flood insurance for some of its communities. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, wildfires, pollution, environmental matters or extreme weather conditions such as hurricanes and floods that are uninsurable or not economically insurable. Some employment claims such as California private attorney general actions (“PAGA”) or class actions are also not insurable. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”), to self-insure certain earthquake and property losses for some of the communities in its portfolio. A decline in the value of the securities held by PWI may materially adversely affect PWI’s ability to cover all or any portion of the amount of any insured losses. Despite our insurance coverage, the Company may incur material losses due to uninsured risks, deductibles and self-insured retentions, and/or losses in excess of coverage limits. Our communities are located in areas that are subject to earthquake activity. The Company manages and evaluates its financial loss exposure to seismic events by using actuarial loss models and property vulnerability analyses based on structural evaluations by seismic consultants, and by making upgrades to certain properties to better resist seismic events and/or by purchasing seismic insurance in some cases. While the properties were built to the seismic codes in place at the time of construction, not all properties have been, or are required to be, retrofitted to the current seismic codes. Thus, some properties may be subject to physical risk associated with earthquakes, and may suffer significant damage, including, but not limited to, collapse for any number of reasons, including structural deficiencies. Seismic coverage is limited and may not cover the Company’s seismic related losses. Our properties or markets may in the future be the target of actual or threatened terrorist attacks, shootings, or other acts of violence, which could directly or indirectly damage our communities both physically and financially, cause uninsured losses, materially adversely affect the value of and our ability to operate our communities, subject us to significant liability claims, or otherwise impair our ability to achieve our expected results. Although the Company may carry insurance for potential losses associated with its communities, employees, tenants, and compliance with applicable laws, it may still incur material losses due to class actions, uninsured risks, deductibles, copayments or losses in excess of applicable insurance coverage. In the event of a substantial loss, insurance coverage may not be able to cover the full replacement cost of the Company’s lost investment, or the insurance carrier may become insolvent and not be able to cover the full amount of the insured losses. Changes in building codes and ordinances, environmental considerations and other factors might also affect the Company’s ability to replace or renovate an apartment community after it has been damaged or destroyed. In addition, a recently destabilized insurance market, litigation financing, and certain causalities and/or losses incurred may expose the Company in the future to higher insurance premiums. ***Climate change may materially adversely affect our business.*** As a result of climate change, we may experience extreme weather, an increase in frequency and severity of natural disasters, changes in precipitation, temperature, wildfire and drought exposure, and impacts of rising sea-levels, all of which may result in damage to our communities, a decrease in demand for our communities located in these areas or affected by these conditions, disruption of services at our communities or increased costs associated with water or energy use and maintaining or insuring our communities. Transition risks associated with climate change may result in interruptions in energy access, increased energy costs, or increased regulatory requirements and stakeholder expectations regarding reporting and energy efficiency. Should the impact of climate change be material in nature or occur for lengthy periods of time, even if not directly impacting the Company’s current markets, the types and pricing of insurance the Company is able to procure may be materially adversely affected and our financial condition or results of operations may be materially adversely affected. We could experience increased costs related to further developing our communities to mitigate or repair damage related to the effects of climate change that may or may not be fully covered by insurance. In addition, changes in federal, state and local legislation and regulation on climate change or natural disaster response could result in temporary rent control, temporary eviction moratoria, increased operating costs and/or increased capital expenditures to improve the energy efficiency of our existing communities (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on our new development communities without a corresponding increase in revenue. ***Accidental death or severe injuries at our communities due to wildfires, floods, other disasters or hazards could materially adversely affect our business and results of operations.*** Our insurance coverage may not cover all losses associated with such events, and we may experience difficulty marketing communities where any such events have occurred, which could have a material adverse effect on our business and results of operations. Further, we may not have the ability to respond immediately to a major event, which may cause increased losses. ***Adverse changes in laws may materially adversely affect the Company’s liabilities and/or operating costs relating to its properties and its operations.*** Increases in real estate taxes and income, service and transfer taxes cannot always be passed through to tenants in the form of higher rents, and may materially adversely affect the Company’s cash available for distribution and its ability to make distributions and pay amounts due on its debts. Additionally, ongoing political volatility may increase the likelihood of significant changes in laws that could affect the Company’s overall strategy. Changes in laws increasing the potential liability of the Company and/or its operating costs on a range of issues, including those regarding potential liability for other environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, including without limitation, those related to structural or seismic retrofit or more costly operational safety systems and programs, which could have a material adverse effect on the Company. ***Failure to succeed in new markets or with new community operations formats may limit the Company’s growth, and additionally, the Company’s commercial leases could adversely affect us.*** The Company may make acquisitions, pursue new business models, explore new capital sources or commence development activity outside of its existing market areas if appropriate opportunities arise, which may expose the Company to new risks, including, but not limited to an inability to evaluate accurately local apartment market conditions and local economies; an inability to identify appropriate acquisition opportunities or to obtain land for development; an inability to hire and retain key personnel; and a lack of familiarity with local governmental and permitting procedures. Additionally, we have adjusted our operating model to reduce the number of staff on-site at individual properties and instituted a hub model where specialized staff can service multiple properties from a central location and rely on certain technologies, such as virtual apartment tours and artificially intelligent leasing agents, to further reduce the need for on-site staffing. There has been resistance to such change from our residents, and if we experience difficulty in retaining residents, this could materially adversely affect the Company’s results of operations. Further, there are unknown risks with relying on new technologies and operating models, such as whether there is consumer preference for in-person tours or if we are not able to as rapidly respond to resident demands, and we cannot guarantee that this model will be successful, which could materially adversely affect our results of operations. Furthermore, the Company may not be able to lease its commercial space consistent with its projections or at market rates and the longer-term leases for existing space could result in below market rents over time. When leases for our existing commercial space expire, the space may not be relet on a timely basis, or at all, or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. ***Our business and reputation depend on our ability to continue providing high quality housing and consistent operation of our communities, the failure of which could materially adversely affect our business, financial condition and results of operations.*** Public utilities, such as water and electric power providers, are fundamental for the consistent operation of our communities. Any delayed delivery or prolonged interruption of these services may cause tenants to terminate their leases or may result in a reduction of rents and/or increase in our costs or other issues. In addition, we may fail to provide quality housing and continuous access to amenities as a result of other factors, including government mandated closures, mechanical failure, power outage, human error, vandalism, physical or electronic security breaches, war, terrorism or similar events. Such events may also expose us to additional liability claims and damage our reputation and brand and could cause tenants to terminate or not renew their leases, or prospective tenants to seek housing elsewhere. Any such failures could impair our ability to continue providing quality housing and consistent operation of our communities, which could materially adversely affect our financial condition and results of operations. ***The Company’s real estate assets may be subject to impairment charges.*** The Company continually evaluates the recoverability of the carrying value of its real estate assets, including those assets it invests in indirectly or places subordinated loans on through its preferred equity and mezzanine lending program, under U.S. generally accepted accounting principles (“U.S. GAAP”). Factors considered in evaluating impairment of the Company’s existing multifamily real estate assets held for investment include significant declines in property operating profits, recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Generally, a multifamily real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of the asset over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. Assumptions used to estimate annual and residual cash flow and the estimated holding period of such assets require the judgment of management. There can be no assurance that the Company will not take charges in the future related to the impairment of the Company’s assets, including those assets it invests in indirectly or places subordinated loans on through its preferred equity and mezzanine lending program. Any future impairment charges could have a material adverse effect on the Company’s results of operations. We face risks associated with land holdings for future developments and related activities. Real estate markets are highly uncertain and the value of undeveloped land may fluctuate significantly. In addition, carrying costs can be significant and can result in losses or reduced profitability. If there are changes in the fair value of our land holdings which we determine is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take impairment charges which could have a material adverse effect on our financial condition and results of operations. ***We are subject to laws and regulations relating to the handling of personal information and we rely on information technology to sustain our operations. Any material failure, inadequacy, interruption or breach of the Company’s privacy or information systems, or those of our vendors or other third parties, could materially adversely affect the Company’s business, financial condition and results of operations.*** We rely on information technology hardware, software, networks and systems (collectively, “IT Systems”), some of which are provided by vendors, to process, transmit and store personal information, tenant and lease data, and other electronic information (collectively, “Confidential Information”), and to manage or support a variety of business processes, including financial transactions and records. Our business requires us and some of our vendors to use and store personal and other sensitive information of our tenants and employees, and our collection, use and other processing of personal information is governed by certain federal and state laws and regulations. Privacy and cybersecurity laws continue to evolve, with a number of states passing data privacy laws that govern the processing of information about state residents, and laws may be inconsistent from one jurisdiction to another. The Company endeavors to comply with privacy laws and regulations applicable to it, including the California Consumer Privacy Act and Washington State’s “My Health My Data Act”, which govern the collection, use, retention, disclosure and security of personal information about California and Washington residents, respectively. Compliance with existing and future laws and regulations related to data privacy and protection may increase the Company’s operating costs and adversely impact the Company’s ability to market the Company’s properties and services, and any failure of our systems in place to comply with such laws and regulations could harm our business, reputation and financial condition. Although we have taken steps to abide by applicable privacy and cybersecurity laws, and strive to protect the security of our IT Systems and Confidential Information, the compliance and security measures put in place by the Company and its vendors cannot guarantee perfect compliance or provide absolute security, and the Company and its vendors’ IT Systems may be vulnerable to numerous and evolving cybersecurity threats and risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including through social engineering/phishing, malware (including ransomware), distributed denial-of-service attempts, data theft, account takeovers, social engineering/phishing, technological error, employee error, malfeasance by insiders, misconfigurations, “bugs”, or other vulnerabilities in Company, or vendor, IT Systems. These threats may be amplified by emerging artificial intelligence technologies, which are expected to pose new or unknown cybersecurity risks and challenges, including as integrated into our or any third party’s operations, products and services, and can also come from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists. Any incident could compromise the Company’s or our vendors’ IT Systems (or the IT Systems of third parties that facilitate the Company’s or such vendors’ business activities), and the Confidential Information stored by or on behalf of the Company or such vendors could be accessed, misused, publicly disclosed, corrupted, lost, or stolen, resulting in fraud, including wire fraud related to Company assets or tenant payments, access to company funds, or other harm. Moreover, if there is a compliance failure, or if a cybersecurity incident affects the Company’s or vendors’ systems, whether through a breach of the Company’s IT Systems or a breach of the IT Systems of third parties, or results in the unauthorized release of Confidential Information, the Company’s reputation and brand could be materially damaged, which could increase our costs in attracting and retaining tenants, and other serious consequences may result. Potential other consequences include exposure to litigation, including government enforcement actions, private litigation (including class actions), fines or criminal penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs, and potential exposure to a risk of loss including loss related to the fact that agreements with such vendors, or such vendors’ financial condition, may not allow the Company to recover all costs related to a cybersecurity incident for which they alone or they and the Company should be jointly responsible for, which could result in a material adverse effect on the Company’s business, financial condition and results of operations. Privacy and cybersecurity risks have generally increased in recent years because of the proliferation of new techniques and tools that circumvent security tools, evade detection and remove forensic evidence, such as artificial intelligence, the increased sophistication, techniques and activities of threat actors, and the broader adoption of remote and hybrid work arrangements that introduce additional security vulnerabilities due to off-network access; accordingly, the Company may be unable to anticipate these techniques or implement adequate preventative measures. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Furthermore, given the nature of complex IT Systems we rely upon, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities. Additionally, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. We may be unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor. We maintain cyber risk insurance, but this may be an insufficient type or amount to cover us against claims related to a cybersecurity incident, and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claims. Furthermore, we use artificial intelligence technologies in our business and there are significant information technology risks involved in maintaining and deploying these technologies. There can be no assurance that our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability. In particular, if the models underlying our artificial intelligence technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; used without sufficient oversight, governance or in violation of our internal guidelines, policies and procedures; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, data privacy concerns, or material performance issues, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims. Finally, in the future, the Company may expend additional resources to continue to enhance the Company’s cybersecurity measures to investigate and remediate any cybersecurity vulnerabilities and/or to further ensure compliance with privacy and cybersecurity laws. Despite these steps, the Company may suffer a significant cybersecurity incident in the future, unauthorized parties may gain access to Confidential Information stored on the Company’s or its vendors’ IT Systems, and any such incident may not be discovered in a timely manner. Any cybersecurity incident or failure in the implementation, compliance with or effectiveness of the Company’s IT Systems or cybersecurity program or those of third party service providers, or a breach of other third party systems that ultimately impacts the operational or IT Systems of the Company could result in a wide range of material adverse effects to our business and results of operations. ***Reliance on third party software providers to host systems is critical to our operations and to provide the Company with data, and regulation of those providers and practices may impact operational capabilities.*** We rely on, or may rely on in the future, certain key software vendors, including artificial intelligence platforms, to support business practices critical to our operations, including the collection and understanding of rent, leads and leasing, and ancillary income, communication with our tenants, interaction and evaluation and/or qualification of our prospective tenants, and to provide us with data. The market is currently experiencing a consolidation of and increased scrutiny on these software vendors, particularly in the multifamily space and algorithmic platforms, which may negatively impact the Company’s choice of vendor and pricing options due to lack of optionality or litigation challenges of the vendor or the vendor’s underlying algorithmic platform. Moreover, if any of these key vendors were to terminate our relationship or access to data, or fail, we could suffer losses while we seek to replace the services and information provided by the vendors. Further, our failure, or our software vendors’ failure, to adopt, anticipate or keep pace with the new technologies, such as artificial intelligence solutions, may harm our ability to compete with our peers, decrease the value of our assets and/or impact our future growth. ***We may from time to time be subject to litigation or regulatory investigation, which could have a material adverse effect on our business, financial condition and results of operations.*** Some of these claims, which may be funded by litigation financing, may result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, the payment of which could have an adverse impact on our financial position and results of operations. In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be uninsured. Litigation, even if resolved in our favor, could materially adversely affect our reputation and divert the attention of our management, which could materially adversely affect our operations and cash flow. A number of purported anti-trust class actions were filed against RealPage, Inc., a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company. The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels. The Company intends to vigorously defend against these lawsuits. The Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters. The Company is also subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations, including certain class actions and PAGA Claims. The current political climate in California may continue to encourage plaintiffs’ attorneys to bring PAGA Claims and other class actions. ### Risks Related to Our Indebtedness and Financings ***Capital and credit market conditions and volatility, including significant fluctuations in the price of the Company’s stock, may affect the Company’s access to sources of capital and/or the cost of capital, which could materially adversely affect the Company’s business, stock price, results of operations, cash flows and financial condition.*** Our current balance sheet, the debt capacity available on the commercial paper program and unsecured line of credit with a diversified bank group, access to the public and private placement debt markets and secured debt financing providers provide some insulation from volatile capital markets. We primarily use external financing, including sales of debt and equity securities, to fund acquisitions, developments, and redevelopments and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition, development and redevelopment activity and/or take other actions to fund our business activities and repayment of debt, such as selling assets, reducing our cash dividend or distributing less than 100% of our REIT taxable income. In addition, if our ability to obtain financing is materially adversely affected, the Company’s stock price may be materially adversely affected, and we may be unable to satisfy scheduled maturities on existing financing through other sources of our liquidity, which, in the case of secured financings, could result in foreclosure. ***Debt financing has inherent risks.*** The Company is subject to the risks normally associated with debt financing, including that cash flow may not be sufficient to meet required payments of principal and interest and the REIT distribution requirements of the Code; inability to renew, repay, or refinance maturing indebtedness on encumbered apartment communities on favorable terms or at all, possibly requiring the Company to sell a property or properties on disadvantageous terms; inability to comply with debt covenants could trigger cash management provisions limiting our ability to control cash flows, cause defaults, or an acceleration of maturity dates; paying debt before the scheduled maturity date could result in prepayment penalties; and defaulting on secured indebtedness may result in lenders seeking a foreclosure or pursuing other remedies which would reduce the Company’s income and net asset value, its ability to service other debt, or create taxable income without accompanying cash proceeds, thereby hindering our ability to meet REIT distribution requirements. Any of these risks might result in losses that could have a material adverse effect on the Company and its ability to make distributions and pay amounts due on its debt. Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. There is a risk that we may not be able to refinance existing indebtedness or that a refinancing will not be done on as favorable terms, which in either case could have a material adverse effect on our financial condition, results of operations and cash flows. ***Compliance requirements of tax-exempt financing and below market rent requirements may limit income from certain communities.*** The Company has, and expects to continue using, variable rate tax-exempt financing, which provides for certain deed restrictions and restrictive covenants. If the compliance requirements of the tax-exempt financing restrict our ability to increase our rental rates with respect to certain tenants, then our income from these properties may be limited. While we generally believe that the interest rate benefit attendant to properties with tax-exempt bonds outweighs any loss of income due to restrictive covenants or deed restrictions, this may not always be the case. Some of these requirements are complex and our failure to comply with them may subject us to material fines or liabilities. Certain state and local authorities may impose additional rental restrictions, which may limit income from the tax-exempt financed communities if the Company is required to decrease its rental rates. If the Company does not reserve the required number of apartment homes for tenants satisfying these income requirements, the tax-exempt status of the bonds may be terminated, the obligations under the bond documents may be accelerated and the Company may be subject to additional contractual liability. Notwithstanding the limitations due to tax-exempt financing requirements, the income from certain communities may be limited due to below-market rent requirements imposed by local authorities in connection with the original development of the community. ***The indentures governing our notes and other financing arrangements contain restrictive covenants that limit our operating flexibility and restrict our ability to take specific actions, even if we believe such actions to be in our best interests, including restrictions on our ability to consummate a merger, consolidation or sale of all or substantially all of our assets; and incur additional secured and unsecured indebtedness.*** The instruments governing our other unsecured indebtedness require us to meet specified financial and other covenants, which may restrict our ability to expand or fully pursue our business strategies. A breach of any of these covenants could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it. ***Interest rate hedging arrangements may result in losses.*** The Company from time to time uses interest rate swaps and interest rate caps to manage certain interest rate risks. Although these agreements may partially protect against rising interest rates, they also may reduce the benefits to the Company if interest rates decline. If a hedging arrangement is not indexed to the same rate as the indebtedness that is hedged, the Company may be exposed to losses to the extent that the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Finally, nonperformance by the other party to the hedging arrangement may subject the Company to increased credit risks. ***A downgrade in the Company’s investment grade credit rating could materially adversely affect its business and financial condition.*** The Company intends to maintain its investment grade credit rating with a capital structure consistent with its current profile but there can be no assurance that it will be able to maintain its current credit ratings. Any downgrades in terms of ratings or outlook by any of the rating agencies could have a material adverse effect on the Company’s cost and availability of capital, which could in turn have a material adverse effect on its financial condition, results of operations and liquidity, as well as the Company’s stock price. ***Changes in the Company’s financing policy may lead to higher levels of indebtedness.*** The Company manages its debt in compliance with debt covenants under its unsecured bank facilities and senior unsecured bonds. However, the Company may increase the amount of outstanding debt at any time without a concurrent improvement in the Company’s ability to service the additional debt, resulting in an increased risk of default on its debt covenants or on its debt obligations and in an increase in debt service requirements. Any covenant breach or significant increase in the Company’s leverage could materially adversely affect the Company’s financial condition and ability to access debt and equity capital markets in the future. ***If the Company or any of its subsidiaries defaults on an obligation to repay outstanding indebtedness when due, the default could trigger a cross-default or cross-acceleration under other indebtedness.*** A default, including a default under mortgage indebtedness, lines of credit, commercial paper program, bank term loan, the indenture for the Company’s outstanding senior notes, or the Company’s interest rate hedging arrangements that is not waived by the applicable required lenders, holders of outstanding notes or counterparties could trigger cross-default or cross-acceleration provisions under one or more agreements governing the Company’s indebtedness, which could cause an immediate default or allow the lenders to declare all funds borrowed thereunder to be due and payable. ***The Company could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multifamily housing.*** In the event that Fannie Mae and Freddie Mac discontinue providing liquidity to our sector, have their mandates changed or reduced or be disbanded or reorganized by the government or if there is reduced government support for multifamily housing more generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect the Company and its growth and operations. ### Risks Related to Personnel ***The Company depends on its personnel, whose continued service is not guaranteed.*** The Company’s success depends on its ability to attract, train and retain executive officers, senior officers and company managers. There is substantial competition for qualified personnel in the real estate industry and the departure of any of the Company’s key personnel could have a material adverse effect on the Company. While the Company engages in regular succession planning for key positions, the Company’s plans may be impacted and therefore adjusted due to the departure of any key personnel. The Company must continue to recruit, train and retain qualified operational staff at its properties, which may be difficult in a highly competitive job market. Changes to our Company’s operational structure could result in an increase in issues or departures among our operational staff. Our ability to timely deliver quality customer service or to respond to building repair and maintenance requests may be negatively impacted without adequate operational staff, which may materially adversely affect the results of operations. Additionally, we could be subject to labor union efforts to organize our employees from time to time and, if successful, those organizational efforts may decrease our operational flexibility and increase operational costs. ***The Company’s Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest.*** The Company’s Chairman, George M. Marcus, is not an employee of the Company, and is involved in other real estate activities and investments, which may lead to conflicts of interest. Mr. Marcus owns interests in various other real estate-related businesses and investments. He 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. While conflict of interest protocols and agreements are in place, Mr. Marcus and his affiliated entities may potentially compete with the Company in acquiring and/or developing apartment communities, which may be detrimental to the interests of Essex’s stockholders and the Operating Partnership’s unitholders. ***The influence of executive officers, directors, and significant stockholders may be detrimental to holders of common stock.*** Under the partnership agreement of the Operating Partnership, the consent of the holders of limited partnership interests is generally required for certain amendments of the agreement and for certain extraordinary actions. Through their ownership of limited partnership interests, and their positions with the Company, certain directors and executive officers, including Mr. Marcus, could have influence on the Company. Consequently, their influence could result in decisions that may not reflect the interests of all stockholders. ***Our related party guidelines may not adequately address all of the issues that may arise with respect to related party transactions.*** The Company has adopted “Related Party Transaction Approval Process Guidelines” that are intended to determine whether a particular related party transaction is fair, reasonable and serves the interests of the Company’s stockholders. Pursuant to these guidelines, related party transactions have been approved by the Audit Committee of the Company’s Board of Directors (“Board”) from time to time. There is no assurance that this policy will be adequate for determining whether a particular related party transaction is suitable and fair for the Company. Also, the policy’s procedures may not identify and address all the potential issues and conflicts of interests with a related party transaction. ***Employee theft or fraud could result in loss.*** Should any employee compromise our information technology systems, commit fraud or theft of the Company’s assets, or misappropriate tenant or other information, we could incur losses, including significant financial or reputational harm, from which full recovery cannot be assured. We also may not have insurance that covers any losses in full or that covers losses from particular criminal acts. ### Risks Related to Taxes, Our Status as a REIT and Our Organizational Structure ***Failure to generate sufficient rental revenue or other liquidity needs and impacts of economic conditions could limit cash flow available for dividend distributions, as well as the form and timing of such distributions, to Essex’s stockholders or the Operating Partnership’s unitholders.*** Significant expenditures associated with each community such as debt service payments, if any, real estate taxes, insurance and maintenance costs are generally not reduced when circumstances cause a reduction in income from a community. Such a reduction in income could cause the Board to reduce the amount of dividend distributions. The form, timing and/or amount of dividend distributions will be declared at the discretion of the Board and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board may consider relevant. The Board may modify our dividend policy from time to time. ***Essex may choose to pay dividends in its own stock, which could materially adversely affect its stockholders.*** If Essex pays a stock dividend that is taxable for U.S. federal income tax purposes, and a U.S. stockholder sells the stock it receives as a dividend in order to pay applicable taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, the trading price of Essex’s stock could experience downward pressure if a significant number of our stockholders sell shares of Essex’s stock in order to pay taxes owed on dividends. ***The Company’s future issuances of common stock, preferred stock or convertible debt securities could be dilutive to current stockholders and materially adversely affect the market price of the Company’s common stock.*** In order to finance the Company’s acquisition and development activities, the Company could issue and sell common stock, preferred stock and convertible debt securities, including pursuant to its equity distribution program, issue partnership units in the Operating Partnership, or enter into joint ventures which may dilute stockholder ownership in the Company and could materially adversely affect the market price of the common stock. ***The Maryland Business Combination Act may delay, defer or prevent a transaction or change in control of the Company that might involve a premium price for the Company’s stock or otherwise be in the best interest of our stockholders.*** Under the Maryland Business Combination Act (the “MBCA”), certain “business combinations”, including a merger, between a Maryland corporation and certain “interested stockholders” or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder and must be approved pursuant to certain supermajority voting requirements, subject to certain exemptions which include business combinations that are exempted by the Board prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to this exemption, the Board irrevocably has elected to exempt any business combination among the Company, Mr. Marcus and MMC or any entity owned or controlled by Mr. Marcus and MMC. However, other transactions with interested stockholders subject to the MBCA may be delayed or may not meet the related supermajority voting or other requirements of the MBCA, which may delay or prevent the consummation of such transactions. ***Certain provisions contained in the Operating Partnership agreement, Charter and Bylaws, and certain provisions of the Maryland General Corporation Law could delay, defer or prevent a change in control.*** While the Company is the sole general partner of the Operating Partnership, and generally has full and exclusive responsibility and discretion in the management and control of the Operating Partnership, certain provisions of the Operating Partnership agreement may limit the Company’s power to act with respect to the Operating Partnership, which could delay, defer or prevent a transaction or a change in control that may otherwise be in the best interests of its stockholders or that could otherwise materially adversely affect their interests. The Company’s Charter authorizes the issuance of additional shares of common stock or preferred stock and the setting of the preferences, rights and other terms of such stock without the approval of the holders of the common stock. The Company may establish one or more classes or series of stock that could delay, defer or prevent a transaction or a change in control, or otherwise create rights that could materially adversely affect the interests of holders of common stock. Additionally, the Company’s Charter contains provisions limiting the transferability and ownership of shares of capital stock, which may delay, defer or prevent a transaction or a change in control, or discourage tender offers. The Maryland General Corporation Law (the “MGCL”) restricts the voting rights of holders of shares deemed to be “control shares.” Although the Bylaws exempt the Company from the control share provisions of the MGCL, the Board may amend or eliminate the provisions of the Bylaws at any time in the future. Moreover, any such amendment or elimination of such provision of the Bylaws may result in the application of the control share provisions of the MGCL. If the provisions of the Bylaws are amended or eliminated, the control share provisions of the MGCL could delay, defer or prevent a transaction or change in control. The Company’s Charter and Bylaws as well as the MGCL also contain other provisions that may impede various actions by stockholders without approval by the Board, and that in turn may delay, defer or prevent a transaction. Those provisions include, among others, directors may be removed by stockholders, without cause, only upon the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of the directors, and with cause, only upon the affirmative vote of a majority of the votes entitled to be cast generally in the election of the directors; the Board can fix the number of directors and fill vacant directorships upon the vote of a majority of the directors and the Board can classify the board such that the entire board is not up for re-election annually; stockholders must give advance notice to nominate directors or propose business for consideration at a stockholders’ meeting; and for stockholders to call a special meeting, the meeting must be requested by not less than a majority of all the votes entitled to be cast at the meeting. ***Stockholders have limited control over changes in our policies and operations.*** The Board determines our major policies, including our policies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. The Board may amend or revise these and other policies without a vote of the stockholders. In addition, pursuant to the MGCL, all matters other than the election or removal of a director must be declared advisable by the Board prior to a stockholder vote. ***Loss of the Company’s REIT status would have a material adverse effect on the Company and the value of the Company’s common stock***. The Company has elected to be taxed as a REIT, which requires it to satisfy various annual and quarterly requirements, including income, asset and distribution tests. Although the Company believes that its current organization and method of operation enable it to qualify as a REIT, it cannot assure you that it so qualifies or that it will be able to remain so qualified in the future. If the Company fails to qualify as a REIT in any taxable year, the Company would be subject to U.S. federal corporate income tax on the Company’s taxable income, and the Company would not be allowed to deduct dividends paid to its stockholders in computing its taxable income. The Company would also be disqualified from electing treatment as a REIT for the four taxable years following the year in which the Company failed to qualify, unless it is entitled to relief under statutory provisions. The additional tax liability would reduce its net earnings available for investment or distributions, and the Company would no longer be required to make distributions to its stockholders for the purpose of maintaining REIT status. As a result of all these factors, the Company’s failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and could materially adversely affect the value and market price of the Company’s common stock. ***Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.*** To qualify as a REIT, we must continually satisfy certain asset, income and distribution tests and other requirements, which could materially adversely affect us. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. If we do not acquire new assets, we may not have sufficient depreciation expense to offset income and may have to make special distributions to stockholders. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions. ***Legislative or other actions affecting REITs could have a material adverse effect on the Company or its stockholders.*** Changes to federal income tax laws, with or without retroactive legislation, could materially adversely affect the Company or its stockholders. New legislation, Treasury Regulations, administrative interpretations or court decisions could materially adversely affect the Company’s ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in the Company. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. ***Failure of one or more of the Company’s subsidiaries to qualify as a REIT could materially adversely affect the Company’s ability to qualify as a REIT.*** The Company owns interests in multiple subsidiaries that have elected to be taxed as REITs under the Code. These subsidiary REITs are subject to the various REIT qualification requirements and other limitations that are applicable to the Company. If any of the Company’s subsidiary REITs were to fail to qualify as a REIT, then the subsidiary REIT would become subject to U.S. federal corporate income tax. The Company’s ownership of shares in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs and it is possible that this could cause the Company to also fail to qualify as a REIT. ***The tax imposed on REITs engaging in “prohibited transactions” may limit the Company’s ability to engage in transactions which would be treated as sales for federal income tax purposes.*** Under the Code, unless certain exceptions apply, any gain resulting from transfers or dispositions of properties that the Company holds as inventory or primarily for sale to customers in the ordinary course of business could be treated as income from a prohibited transaction subject to a 100% penalty tax, which could potentially adversely impact our status as a REIT. Since the Company acquires properties for investment purposes, it does not believe that its occasional transfers or disposals of property should be treated as prohibited transactions. However, if the Internal Revenue Service successfully contends that certain transfers or disposals of properties by the Company are prohibited transactions, then the Company would be required to pay a 100% penalty tax on any gain allocable to it from the prohibited transaction, and the Company’s ability to retain proceeds from real property sales may be jeopardized. ***Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations, which could reduce the net cash received by stockholders and may be detrimental to the Company’s ability to raise additional funds through any*** ***future sale of its stock.*** Dividends paid by REITs to U.S. stockholders that are individuals, trusts or estates are generally not eligible for the reduced tax rate applicable to qualified dividends received from non-REIT corporations. U.S. stockholders that are individuals, trusts and estates generally may deduct 20% of ordinary dividends from a REIT. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate is still higher than the tax rate applicable to regular corporate qualified dividends. This may cause investors to view REIT investments as less attractive than investments in non-REIT corporations, which in turn may materially adversely affect the value of stock in REITs. ***We may face risks in connection with Section 1031 exchanges.*** We occasionally dispose of real properties in transactions intended to qualify as “like-kind exchanges” under Section 1031 of the Code. If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of real properties on a tax deferred basis. ***Partnership tax audit rules could have a material adverse effect on us.*** It is possible that partnerships in which we directly or indirectly invest would be required to pay additional taxes, interest, and penalties as a result of a partnership tax audit adjustment. We, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Essex, as a REIT, may not otherwise have been required to pay additional corporate-level taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to Essex Portfolio, L.P. and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. There can be no assurance that these rules will not have a material adverse effect on us. ### General Risks ***The soundness of financial institutions could materially adversely affect us.*** We maintain cash and cash equivalent balances generally in excess of federally insured limits at a limited number of financial institutions. The failure of one or more of these financial institutions may materially adversely affect our ability to recover our cash balances or our 401(k) assets. Certain financial institutions are lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry. In the event that the volatility of the financial markets adversely affects these financial institutions or counterparties, we, or other parties to the transactions with us, may be unable to complete transactions as intended, which could materially adversely affect our business and results of operations. Additionally, certain of our tax-exempt bond financing documents require us to obtain a guarantee from a financial institution of payment of the principal and interest on the bonds. If the financial institution defaults in its guarantee obligations, or if we are unable to renew the applicable guarantee or otherwise post satisfactory collateral, a default will occur under the applicable tax-exempt bonds and the community could be foreclosed upon if we do not redeem the bonds. ***The price per share of the Company’s stock may fluctuate significantly.*** The market price per share of the Company’s common stock may fluctuate significantly in response to many factors, including the factors discussed in this Item 1A, and actual or anticipated variations in the Company’s quarterly results of operations, earnings estimates, or dividends, the resale of substantial amounts of the Company’s stock, or the anticipation of such resale, general stock and bond market conditions, actual or anticipated actions taken by the Federal Reserve Bank, the general reputation of REITs and the Company, shifts in our investor base, the inability of the United States Congress to pass bills that continue to timely fund the federal government and its obligations, including due to the current political climate or partisanship, natural disasters, armed conflict or geopolitical impacts, or an active aggressor incident. Many of these factors are beyond the Company’s control and may cause the market price of the Company’s common stock to decline, regardless of the Company’s financial condition, results of operations, or business prospects. ***Our score by proxy advisory firms or other corporate governance consultants advising institutional investors could have an adverse effect on our reputation, the perception of our corporate governance, and thereby materially adversely affect the market price of our common stock.*** Various proxy advisory firms and other corporate governance consultants advising institutional investors provide scores of our governance measures, nominees for election as directors, executive compensation practices, corporate responsibility and sustainability, and other matters that may be submitted to stockholders for consideration at our annual meetings. From time to time certain matters that we propose for approval may not receive a favorable score, or may result in a recommendation against the nominee or matter proposed. Unfavorable scores may lead to rejected proposals or a loss of stockholder confidence in our corporate governance measures, which could materially adversely affect the market price of our common stock. ***Corporate responsibility, specifically related to sustainability factors, may impose additional costs and expose us to new risks or litigation.*** Some investors and potential investors are focused on positive corporate responsibility and sustainability scores and business practices to guide their investment strategies, including whether to invest in our common stock. Additionally, expectations continue to evolve relating to climate disclosures, human capital management and lawmakers and corporate responsibility matters, and other regulatory bodies, such as in California, have issued rules regarding climate disclosures. Additional local, state and federal laws and rules with respect to corporate responsibility and sustainability matters may be enacted and the scope of their requirements and impact on our business are unknown. If we fail to comply with new laws, regulations or expectations related to sustainability, or if we are perceived as failing, our reputation and business could be materially adversely affected. In addition, both advocates and opponents to such matters may resort to activism, including media campaigns, shareholder activism, and litigation, to advance their perspectives, and certain jurisdictions are adopting or considering adopting laws seeking to limit the use of corporate responsibility and sustainability initiatives in certain contexts. Anti-ESG advocates, including certain state attorneys general outside of the Company’s current geographic locations, have also brought legal challenges regarding corporate climate initiatives and commitments. To the extent we are subject to any such challenges, it may require us to incur costs to implement compliant initiatives or otherwise materially adversely affect our business. Finally, if the criteria by which companies are scored on corporate responsibility may change, and the Company may perform differently or worse than it has in the past, and it may become more expensive for the Company to access capital. The Company may face reputational damage if its corporate responsibility procedures, board structure, or individual board members’ reputations do not meet the standards set by various constituencies. The occurrence of any of the foregoing could have a material adverse effect on the price of the Company’s stock and the Company’s financial condition and results of operations. ***We could face adverse consequences as a result of M&A activity in the REIT sector and actions of activist investors.*** Due to consolidation pressure and M&A activity in the REIT sector, we may receive unsolicited acquisition proposals or become the target of activist investors seeking to force a sale or merger. If that occurs, management may be required to dedicate substantial time to evaluating such proposals or threats and various strategic alternatives, which could detract from their ability to focus on our core business. Such activity could be costly and time-consuming, disrupt our operations and divert the attention of our management team and our employees from executing our business plan, which could materially adversely affect our business and results of operations. ***Expanding social media vehicles present additional risks***. The use of social media, such as unauthorized live-streaming at our properties, could cause us to suffer brand damage or information leakage. Negative posts or false comments about us on any social networking website could damage our reputation. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks. ***Any material weaknesses identified in the Company’s internal control over financial reporting could have an adverse effect on the Company’s stock price.*** Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company to evaluate and report on its internal control over financial reporting. If the Company identifies one or more material weaknesses in its internal control over financial reporting, the Company could lose investor confidence in the accuracy and completeness of its financial reports, which in turn could have a material adverse effect on the Company’s stock price. ***Increased public, media, regulatory and governmental scrutiny of the housing industry could materially adversely affect our business, reputation, and results of operations.*** The housing industry, and particularly real estate developers and the rental housing sector, has attracted heightened attention from the public, media, regulators, elected officials and advocacy groups regarding issues such as affordability, fair housing practices, evictions, rental rates, and revenue management practices, which has led to various proposals, laws and regulations affecting rental housing providers, including rent control measures, eviction restrictions, and revenue management constraints. Increased scrutiny presents companies in the rental housing sector, including us, with additional litigation risk, including class action lawsuits. Additionally, political pressure and public sentiment regarding the rental housing industry could influence the introduction and passage of new regulations or legislation that may restrict our operations or otherwise materially adversely affect our business model. These factors could materially adversely affect our results of operations and our financial condition. ## Cybersecurity As filed, 6,218 characters. The Company has developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of its critical systems and information. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). Accordingly, we use NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. The Company’s cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas. The Company’s cybersecurity risk management program employs several different measures, including perimeter monitoring, endpoint monitoring and user management, designed to assess and identify cybersecurity risks. The Company’s technology management team is principally responsible for managing the Company’s cybersecurity risk assessment and management processes. The Company’s technology management team conducts risk assessments designed to help identify material cybersecurity risks to our critical systems and information. The Company’s technology management team and third-party professionals perform penetration tests, vulnerability scans, and patch management to assess and protect the confidentiality, integrity and availability of its critical systems and information. The Company's risk assessment and management processes also address emerging cybersecurity threats, including those that are AI-enabled. The Company provides training to its employees on cybersecurity matters, conducts periodic tabletop incident response exercises, performs recurring awareness testing to facilitate compliance with the Company’s cybersecurity policies, and maintains a method for its employees and consultants to communicate any suspected cybersecurity incident. Furthermore, the Company has adopted internal guidelines designed to address employee use of third-party artificial intelligence tools and protect confidential Company information from unauthorized disclosure to such tools. In addition, the Company evaluates key third-party service providers before the Company grants the service provider access to its information systems and has a process in place to ensure that future access is appropriate. The Company has an established incident response plan for responding to cybersecurity incidents. The goal of the incident response plan is to detect and react to cybersecurity incidents, evaluate the scope and risk, respond appropriately, communicate effectively to all stakeholders, and ultimately reduce the likelihood of an incident recurrence. The Company’s incident response team consists of seasoned information technology, legal and financial reporting Company personnel. The incident response plan, members of the incident response team and the steps to respond to a security incident are evaluated for appropriateness and effectiveness, and key personnel from cross-functional departments are involved. The Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of enterprise level risks, including any cybersecurity-related risks faced by the Company. At least quarterly, the Audit Committee reviews cyber risks and mitigation strategies with senior management. The Audit Committee periodically reports to the full Board regarding its activities, including those relating to cybersecurity. Additionally, on an annual basis, the Chief Technology Officer (“CTO”) presents to the Audit Committee on any material updates to the cybersecurity program, such as process improvements, new initiatives and key vendor performance. Material cybersecurity events, if any, are escalated to the Board on an ongoing basis. The Board is also briefed annually on all major enterprise risks, including cybersecurity risks. The Company’s management team, including the CTO, is responsible for assessing and managing the Company’s material risks from cybersecurity threats. The CTO leads the technology management team and has extensive cybersecurity knowledge and expertise developed through a career of serving in various roles in information technology for over 20 years. The CTO oversees the Company’s initiatives to address existing or evolving cyber risks and is a member of the Enterprise Risk Committee. The CTO reports to the Chief Executive Officer and provides updates to the Company’s senior leadership team on a regular basis, at least quarterly, about risks from cybersecurity threats, the results of penetration tests, vulnerability scans and userbase issues. The CTO and other members of the Company’s management team take steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, such as briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged; and alerts and reports produced by security tools deployed in our IT environment. Over the past fiscal year, the Company has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its operations, business strategy, results of operations or financial condition. See the discussion under the caption, “Risks Related to Our Real Estate Investments and Operations - *We are subject to laws and regulations relating to the handling of personal information and we rely on information technology to sustain our operations. Any material failure, inadequacy, interruption or breach of the Company’s privacy or information systems, or those of our vendors or other third parties, could materially adversely affect the Company’s business, financial condition and results of operations.”* in Item 1A, Risk Factors of this Form 10-K for further information. ## Properties As filed, 26,855 characters. The Company’s portfolio as of December 31, 2025 (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of 259 stabilized operating apartment communities (comprising 63,077 apartment homes), of which 26,265 apartment homes are located in Southern California, 24,154 apartment homes are located in Northern California, and 12,658 apartment homes are located in the Seattle metropolitan area. The Company’s apartment communities accounted for 99.2% of the Company’s revenues for the year ended December 31, 2025. ### Occupancy Rates Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. Total scheduled rental income represents the value of all apartment homes, with occupied apartment homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents. When calculating actual rents for occupied apartment homes and market rents for vacant apartment homes, delinquencies and concessions are not taken into account. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates, and the Company’s calculation of financial occupancy may not be comparable to financial occupancy as disclosed by other REITs. Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant apartment homes. The Company may increase or decrease these rates based on a variety of factors, including overall supply and demand for housing, concentration of new apartment deliveries within the same submarket which can cause periodic disruption due to greater rental concessions to increase leasing velocity, and rental affordability. For communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While a community is in the lease-up phase, the Company’s primary motivation is to stabilize the property, which may entail the use of rent concessions and other incentives, and thus financial occupancy which is based on contractual income is not considered the best metric to quantify occupancy. ### Communities The Company’s communities are primarily urban and suburban high density wood frame communities comprising of two to seven stories above grade construction situated on 1-20 acres of land with densities of approximately 10 to 80+ units per acre. As of December 31, 2025, the Company’s communities include 105 garden-style, 146 mid-rise, and 8 high-rise communities. Garden-style communities are generally defined as on-grade properties with two and/or three-story buildings with no structured parking while mid-rise communities are generally defined as properties with three to seven story buildings and some structured parking. High-rise communities are typically defined as properties with buildings that are greater than seven stories, are steel or concrete framed, and frequently have structured parking. The communities have an average of approximately 244 apartment homes, with a mix of studio, one-, two- and some three-bedroom apartment homes. A wide variety of amenities are available at the Company’s communities, including covered parking, fireplaces, swimming pools, clubhouses with fitness facilities, playground areas and dog parks. The Company hires, trains and supervises on-site service and maintenance personnel. The Company believes that the following primary factors enhance the Company’s ability to retain tenants: - located near employment centers; - attractive communities that are well maintained; and - proactive customer service. ### Commercial Buildings The Company owns two operating commercial buildings (totaling approximately 185,000 square feet) located in California and Washington, of which the Company occupied an aggregate of approximately 50,000 square feet as of December 31, 2025. Furthermore, as of December 31, 2025, the commercial buildings’ physical occupancy rate was 85% consisting of six tenants, including the Company. ### Operating Portfolio The table below describes the Company’s operating portfolio as of December 31, 2025 (See Note 8, “Mortgage Notes Payable” to the Company’s consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for more information about the Company’s secured mortgage debt and Schedule III thereto for a list of secured mortgage loans related to the Company’s portfolio.): | Communities (1) Southern California | Location | Type | Apartment Homes | Year Built | Year Acquired (2) | Occupancy(3) | | --- | --- | --- | ---: | --- | --- | ---: | | Alpine Village | Alpine, CA | Garden | 301 | 1971 | 2002 | 96% | | Park Viridian | Anaheim, CA | Mid-rise | 326 | 2008 | 2014 | 95% | | The Barkley (4)(5) | Anaheim, CA | Garden | 161 | 1984 | 2000 | 96% | | Bonita Cedars | Bonita, CA | Garden | 120 | 1983 | 2002 | 96% | | The Village at Toluca Lake | Burbank, CA | Mid-rise | 146 | 1974 | 2017 | 97% | | Camarillo Oaks | Camarillo, CA | Garden | 564 | 1985 | 1996 | 96% | | Camino Ruiz Square | Camarillo, CA | Garden | 160 | 1990 | 2006 | 97% | | Hacienda at Camarillo Oaks | Camarillo, CA | Garden | 73 | 1984 | 2023 | 94% | | Pinnacle at Otay Ranch I & II | Chula Vista, CA | Mid-rise | 364 | 2001 | 2014 | 96% | | Mesa Village | Clairemont, CA | Garden | 133 | 1963 | 2002 | 96% | | Villa Siena | Costa Mesa, CA | Garden | 274 | 1974 | 2014 | 96% | | Emerald Pointe | Diamond Bar, CA | Garden | 160 | 1989 | 2014 | 97% | | Regency at Encino | Encino, CA | Mid-rise | 75 | 1989 | 2009 | 96% | | The Havens | Fountain Valley, CA | Garden | 440 | 1969 | 2014 | 96% | | Valley Park | Fountain Valley, CA | Garden | 160 | 1969 | 2001 | 97% | | Capri at Sunny Hills (5) | Fullerton, CA | Garden | 102 | 1961 | 2001 | 95% | | Haver Hill (6) | Fullerton, CA | Garden | 265 | 1973 | 2012 | 96% | | Pinnacle at Fullerton | Fullerton, CA | Mid-rise | 192 | 2004 | 2014 | 96% | | Wilshire Promenade | Fullerton, CA | Mid-rise | 149 | 1992 | 1997 | 96% | | Montejo | Garden Grove, CA | Garden | 124 | 1974 | 2001 | 96% | | The Henley I | Glendale, CA | Mid-rise | 83 | 1974 | 1999 | 96% | | The Henley II | Glendale, CA | Mid-rise | 132 | 1970 | 1999 | 96% | | Huntington Breakers | Huntington Beach, CA | Mid-rise | 344 | 1984 | 1997 | 96% | | The Huntington | Huntington Beach, CA | Garden | 276 | 1975 | 2012 | 96% | | Hillsborough Park | La Habra, CA | Garden | 235 | 1999 | 1999 | 97% | | Village Green | La Habra, CA | Garden | 272 | 1971 | 2014 | 97% | | The Palms at Laguna Niguel | Laguna Niguel, CA | Garden | 460 | 1988 | 2014 | 96% | | Trabuco Villas | Lake Forest, CA | Mid-rise | 132 | 1985 | 1997 | 98% | | Marbrisa | Long Beach, CA | Mid-rise | 202 | 1987 | 2002 | 97% | | Pathways at Bixby Village | Long Beach, CA | Garden | 296 | 1975 | 1991 | 96% | | 5600 Wilshire | Los Angeles, CA | Mid-rise | 284 | 2008 | 2014 | 96% | | Alessio | Los Angeles, CA | Mid-rise | 624 | 2001 | 2014 | 95% | | Ashton Sherman Village | Los Angeles, CA | Mid-rise | 264 | 2014 | 2016 | 96% | | Avant | Los Angeles, CA | Mid-rise | 443 | 2014 | 2015 | 93% | | The Avery | Los Angeles, CA | Mid-rise | 122 | 2014 | 2014 | 96% | | Bellerive | Los Angeles, CA | Mid-rise | 63 | 2011 | 2011 | 95% | | Belmont Station | Los Angeles, CA | Mid-rise | 275 | 2009 | 2009 | 96% | | Catalina Gardens | Los Angeles, CA | Mid-rise | 128 | 1987 | 2014 | 96% | | Cochran Apartments | Los Angeles, CA | Mid-rise | 58 | 1989 | 1998 | 97% | | Emerson Valley Village | Los Angeles, CA | Mid-rise | 144 | 2012 | 2016 | 97% | | Gas Company Lofts (6) | Los Angeles, CA | High-rise | 251 | 2004 | 2013 | 95% | 26 | | | | | | | | | --- | --- | --- | ---: | --- | --- | ---: | | Marbella | Los Angeles, CA | Mid-rise | 60 | 1991 | 2005 | 97% | | Pacific Electric Lofts (7) | Los Angeles, CA | High-rise | 314 | 2006 | 2012 | 94% | | Park Catalina | Los Angeles, CA | Mid-rise | 90 | 2002 | 2012 | 96% | | Park Place | Los Angeles, CA | Mid-rise | 60 | 1988 | 1997 | 97% | | Regency Palm Court | Los Angeles, CA | Mid-rise | 116 | 1987 | 2014 | 94% | | Santee Court | Los Angeles, CA | High-rise | 165 | 2004 | 2010 | 93% | | Santee Village | Los Angeles, CA | High-rise | 73 | 2011 | 2011 | 93% | | Skye at Bunker Hill | Los Angeles, CA | High-rise | 456 | 1968 | 1998 | 96% | | TENTEN Downtown | Los Angeles, CA | Mid-rise | 376 | 2021 | 2025 | 88% | | The Blake LA | Los Angeles, CA | Mid-rise | 196 | 1979 | 1997 | 96% | | Tiffany Court | Los Angeles, CA | Mid-rise | 101 | 1987 | 2014 | 95% | | Wallace on Sunset | Los Angeles, CA | Mid-rise | 200 | 2021 | 2021 | 95% | | Wilshire La Brea | Los Angeles, CA | Mid-rise | 478 | 2014 | 2014 | 96% | | Windsor Court | Los Angeles, CA | Mid-rise | 95 | 1987 | 2014 | 93% | | Windsor Court | Los Angeles, CA | Mid-rise | 58 | 1988 | 1997 | 97% | | Aqua at Marina Del Rey | Marina Del Rey, CA | Mid-rise | 500 | 2001 | 2014 | 96% | | Marina City Club (8) | Marina Del Rey, CA | Mid-rise | 101 | 1971 | 2004 | 96% | | Mirabella | Marina Del Rey, CA | Mid-rise | 188 | 2000 | 2000 | 95% | | Mira Monte | Mira Mesa, CA | Garden | 356 | 1982 | 2002 | 96% | | Hillcrest Park | Newbury Park, CA | Garden | 608 | 1973 | 1998 | 97% | | Fairway at Big Canyon (9) | Newport Beach, CA | Mid-rise | 74 | 1972 | 1999 | 96% | | Muse | North Hollywood, CA | Mid-rise | 152 | 2011 | 2011 | 95% | | Country Villas | Oceanside, CA | Garden | 180 | 1976 | 2002 | 95% | | Mission Hills | Oceanside, CA | Garden | 282 | 1984 | 2005 | 96% | | Renaissance at Uptown Orange | Orange, CA | Mid-rise | 460 | 2007 | 2014 | 97% | | Arbors at Parc Rose (7) | Oxnard, CA | Mid-rise | 373 | 2001 | 2011 | 96% | | Mariner’s Place | Oxnard, CA | Garden | 106 | 1987 | 2000 | 98% | | Monterey Villas | Oxnard, CA | Garden | 122 | 1974 | 1997 | 95% | | Tierra Vista | Oxnard, CA | Mid-rise | 404 | 2001 | 2001 | 97% | | The Hallie | Pasadena, CA | Mid-rise | 292 | 1972 | 1997 | 96% | | The Stuart | Pasadena, CA | Mid-rise | 188 | 2007 | 2014 | 97% | | Villa Angelina | Placentia, CA | Garden | 256 | 1970 | 2001 | 97% | | Fountain Park | Playa Vista, CA | Mid-rise | 705 | 2002 | 2004 | 93% | | Cortesia | Rancho Santa Margarita, CA | Garden | 308 | 1999 | 2014 | 97% | | Pinnacle at Talega | San Clemente, CA | Mid-rise | 362 | 2002 | 2014 | 96% | | Allure at Scripps Ranch | San Diego, CA | Mid-rise | 194 | 2002 | 2014 | 96% | | Bernardo Crest | San Diego, CA | Garden | 218 | 1988 | 2014 | 96% | | Cambridge Park | San Diego, CA | Mid-rise | 320 | 1998 | 2014 | 96% | | Carmel Creek | San Diego, CA | Garden | 348 | 2000 | 2014 | 96% | | Carmel Landing | San Diego, CA | Garden | 356 | 1989 | 2014 | 96% | | Carmel Summit | San Diego, CA | Mid-rise | 248 | 1989 | 2014 | 96% | | CentrePointe | San Diego, CA | Garden | 224 | 1974 | 1997 | 96% | | Esplanade | San Diego, CA | Garden | 614 | 1986 | 2014 | 95% | | Form 15 | San Diego, CA | Mid-rise | 242 | 2014 | 2016 | 96% | | LIVIA at Scripps Ranch (10)(13) | San Diego, CA | Mid-rise | 264 | 2024 | 2024 | 97% | | Montanosa | San Diego, CA | Garden | 472 | 1990 | 2014 | 97% | | Summit Park | San Diego, CA | Garden | 300 | 1972 | 2002 | 97% | | Fairhaven (5) | Santa Ana, CA | Garden | 164 | 1970 | 2001 | 96% | 27 | | | | | | | | | --- | --- | --- | ---: | --- | --- | ---: | | Parkside Court | Santa Ana, CA | Mid-rise | 210 | 1986 | 2014 | 96% | | Pinnacle at MacArthur Place | Santa Ana, CA | Mid-rise | 253 | 2002 | 2014 | 97% | | Hope Ranch | Santa Barbara, CA | Garden | 108 | 1965 | 2007 | 95% | | Bridgeport Coast (11) | Santa Clarita, CA | Mid-rise | 188 | 2006 | 2014 | 96% | | Meadowood | Simi Valley, CA | Garden | 320 | 1986 | 1996 | 95% | | Shadow Point | Spring Valley, CA | Garden | 172 | 1983 | 2002 | 95% | | The Fairways at Westridge (11) | Valencia, CA | Mid-rise | 234 | 2004 | 2014 | 96% | | The Vistas of West Hills (11) | Valencia, CA | Mid-rise | 220 | 2009 | 2014 | 97% | | Allegro | Valley Village, CA | Mid-rise | 97 | 2010 | 2010 | 96% | | Lofts at Pinehurst, The | Ventura, CA | Garden | 118 | 1971 | 1997 | 95% | | Pinehurst (12) | Ventura, CA | Garden | 28 | 1973 | 2004 | 95% | | Woodside Village | Ventura, CA | Garden | 145 | 1987 | 2004 | 95% | | Passage Buena Vista (13) | Vista, CA | Garden | 179 | 2020 | 2021 | 97% | | Walnut Heights | Walnut, CA | Garden | 163 | 1964 | 2003 | 93% | | The Dylan | West Hollywood, CA | Mid-rise | 184 | 2014 | 2014 | 95% | | The Huxley | West Hollywood, CA | Mid-rise | 187 | 2014 | 2014 | 96% | | Avondale at Warner Center | Woodland Hills, CA | Mid-rise | 446 | 1970 | 1999 | 96% | | Reveal | Woodland Hills, CA | Mid-rise | 438 | 2010 | 2011 | 96% | | Vela (15) | Woodland Hills, CA | Mid-rise | 379 | 2018 | 2022 | 96% | | | | | **26,265** | | | **96%** | | **Northern California** | | | | | | | | Belmont Terrace | Belmont, CA | Mid-rise | 71 | 1974 | 2006 | 96% | | Revere Campbell (5) | Campbell, CA | Mid-rise | 168 | 2015 | 2025 | 95% | | The Commons | Campbell, CA | Garden | 264 | 1973 | 2010 | 96% | | The Parc at Pruneyard | Campbell, CA | Garden | 252 | 1968 | 2025 | 95% | | Pointe at Cupertino | Cupertino, CA | Garden | 116 | 1963 | 1998 | 96% | | Connolly Station | Dublin, CA | Mid-rise | 309 | 2014 | 2014 | 97% | | Avenue 64 | Emeryville, CA | Mid-rise | 224 | 2007 | 2014 | 96% | | Emme | Emeryville, CA | Mid-rise | 190 | 2015 | 2015 | 95% | | The Courtyards at 65th Street (14) | Emeryville, CA | Mid-rise | 331 | 2004 | 2019 | 96% | | Foster’s Landing | Foster City, CA | Garden | 490 | 1987 | 2014 | 97% | | One Hundred Grand (5) | Foster City, CA | Mid-rise | 166 | 2016 | 2025 | 95% | | The Plaza | Foster City, CA | Mid-rise | 307 | 2013 | 2025 | 96% | | Boulevard | Fremont, CA | Garden | 172 | 1978 | 1996 | 96% | | Briarwood (7) | Fremont, CA | Garden | 160 | 1978 | 2011 | 97% | | Mission Peaks | Fremont, CA | Mid-rise | 453 | 1995 | 2014 | 97% | | Mission Peaks II | Fremont, CA | Garden | 336 | 1989 | 2014 | 97% | | Paragon | Fremont, CA | Mid-rise | 301 | 2013 | 2014 | 96% | | Stevenson Place | Fremont, CA | Garden | 200 | 1975 | 2000 | 96% | | The Rexford (15) | Fremont, CA | Garden | 203 | 1973 | 2021 | 94% | | The Woods (7) | Fremont, CA | Garden | 160 | 1978 | 2011 | 96% | | City Centre (11) | Hayward, CA | Mid-rise | 192 | 2000 | 2014 | 96% | | City View | Hayward, CA | Garden | 572 | 1975 | 1998 | 97% | | Lafayette Highlands | Lafayette, CA | Garden | 150 | 1973 | 2014 | 96% | | 777 Hamilton (16) | Menlo Park, CA | Mid-rise | 195 | 2017 | 2019 | 97% | | ROEN Menlo Park | Menlo Park, CA | Garden | 146 | 2017 | 2025 | 94% | | Apex | Milpitas, CA | Mid-rise | 367 | 2014 | 2014 | 97% | | ARLO Mountain View | Mountain View, CA | Mid-rise | 164 | 2018 | 2024 | 97% | | Regency at Mountain View (6) | Mountain View, CA | Mid-rise | 142 | 1970 | 2013 | 97% | 28 | | | | | | | | | --- | --- | --- | ---: | --- | --- | ---: | | Bridgeport | Newark, CA | Garden | 184 | 1987 | 1987 | 96% | | Artizan | Oakland, CA | Mid-rise | 241 | 2022 | 2025 | 94% | | The Landing at Jack London Square | Oakland, CA | Mid-rise | 282 | 2001 | 2014 | 96% | | The Galloway | Pleasanton, CA | Mid-rise | 506 | 2016 | 2016 | 96% | | Radius | Redwood City, CA | Mid-rise | 264 | 2015 | 2015 | 97% | | Township | Redwood City, CA | Mid-rise | 132 | 2014 | 2019 | 96% | | San Marcos | Richmond, CA | Mid-rise | 432 | 2003 | 2003 | 96% | | 500 Folsom (13) | San Francisco, CA | High-rise | 537 | 2021 | 2021 | 97% | | Bennett Lofts | San Francisco, CA | Mid-rise | 178 | 2004 | 2012 | 96% | | Fox Plaza | San Francisco, CA | High-rise | 445 | 1968 | 2013 | 97% | | MB 360 | San Francisco, CA | Mid-rise | 360 | 2014 | 2014 | 97% | | Park West | San Francisco, CA | Mid-rise | 126 | 1958 | 2012 | 96% | | 101 San Fernando | San Jose, CA | Mid-rise | 323 | 2001 | 2010 | 96% | | 360 Residences (14) | San Jose, CA | Mid-rise | 213 | 2010 | 2017 | 96% | | Bella Villagio | San Jose, CA | Mid-rise | 231 | 2004 | 2010 | 92% | | Century Towers | San Jose, CA | High-rise | 376 | 2017 | 2017 | 97% | | Enso | San Jose, CA | Mid-rise | 183 | 2014 | 2015 | 97% | | Epic | San Jose, CA | Mid-rise | 769 | 2013 | 2013 | 97% | | Esplanade | San Jose, CA | Mid-rise | 278 | 2002 | 2004 | 96% | | Fountains at River Oaks | San Jose, CA | Mid-rise | 226 | 1990 | 2014 | 97% | | Marquis | San Jose, CA | Mid-rise | 166 | 2015 | 2016 | 96% | | Meridian at Midtown (14) | San Jose, CA | Mid-rise | 218 | 2015 | 2018 | 96% | | Mio | San Jose, CA | Mid-rise | 103 | 2015 | 2016 | 97% | | Palm Valley | San Jose, CA | Mid-rise | 1,100 | 2008 | 2014 | 96% | | Patina at Midtown | San Jose, CA | Mid-rise | 269 | 2021 | 2021 | 96% | | Sage at Cupertino (5) | San Jose, CA | Garden | 230 | 1971 | 2017 | 97% | | Silver (13) | San Jose, CA | Mid-rise | 268 | 2019 | 2021 | 95% | | The Carlyle | San Jose, CA | Garden | 132 | 2000 | 2000 | 95% | | ViO | San Jose, CA | Mid-rise | 234 | 2016 | 2025 | 94% | | Waterford Place | San Jose, CA | Mid-rise | 238 | 2000 | 2000 | 96% | | Willow Lake | San Jose, CA | Mid-rise | 508 | 1989 | 2012 | 97% | | Lakeshore Landing | San Mateo, CA | Mid-rise | 308 | 1988 | 2014 | 97% | | Station Park Green | San Mateo, CA | Mid-rise | 599 | 2018 | 2018 | 97% | | Deer Valley | San Rafael, CA | Garden | 171 | 1996 | 2014 | 93% | | Bel Air | San Ramon, CA | Garden | 462 | 1988 | 1995 | 97% | | Canyon Oaks | San Ramon, CA | Mid-rise | 250 | 2005 | 2007 | 95% | | Crow Canyon | San Ramon, CA | Mid-rise | 400 | 1992 | 2014 | 96% | | Foothill Gardens | San Ramon, CA | Garden | 132 | 1985 | 1997 | 97% | | Mill Creek at Windermere | San Ramon, CA | Mid-rise | 400 | 2005 | 2007 | 96% | | Twin Creeks | San Ramon, CA | Garden | 44 | 1985 | 1997 | 97% | | 1000 Kiely | Santa Clara, CA | Garden | 121 | 1971 | 2011 | 96% | | Le Parc | Santa Clara, CA | Garden | 140 | 1975 | 1994 | 97% | | Marina Cove (17) | Santa Clara, CA | Garden | 292 | 1974 | 1994 | 96% | | Mylo | Santa Clara, CA | Mid-rise | 476 | 2021 | 2021 | 98% | | Riley Square (7) | Santa Clara, CA | Garden | 156 | 1972 | 2012 | 98% | | Villa Granada | Santa Clara, CA | Mid-rise | 270 | 2010 | 2014 | 97% | | Chestnut Street | Santa Cruz, CA | Garden | 96 | 2002 | 2008 | 92% | | 1250 Lakeside | Sunnyvale, CA | Mid-rise | 250 | 2021 | 2025 | 98% | | Bristol Commons | Sunnyvale, CA | Garden | 188 | 1989 | 1995 | 97% | 29 | | | | | | | | | --- | --- | --- | ---: | --- | --- | ---: | | Brookside Oaks (5) | Sunnyvale, CA | Garden | 170 | 1973 | 2000 | 96% | | Lawrence Station | Sunnyvale, CA | Mid-rise | 336 | 2012 | 2014 | 96% | | Magnolia Lane (18) | Sunnyvale, CA | Garden | 32 | 2001 | 2007 | 97% | | Magnolia Square (5) | Sunnyvale, CA | Garden | 156 | 1963 | 2007 | 97% | | Maxwell Sunnyvale | Sunnyvale, CA | Mid-rise | 75 | 2022 | 2024 | 95% | | Montclaire | Sunnyvale, CA | Mid-rise | 390 | 1973 | 1988 | 97% | | Reed Square | Sunnyvale, CA | Garden | 100 | 1970 | 2011 | 97% | | Solstice | Sunnyvale, CA | Mid-rise | 280 | 2014 | 2014 | 97% | | Summerhill Park | Sunnyvale, CA | Garden | 100 | 1988 | 1988 | 97% | | Via | Sunnyvale, CA | Mid-rise | 284 | 2011 | 2011 | 97% | | Windsor Ridge | Sunnyvale, CA | Mid-rise | 216 | 1989 | 1989 | 96% | | Vista Belvedere | Tiburon, CA | Mid-rise | 76 | 1963 | 2004 | 96% | | Verandas (11) | Union City, CA | Mid-rise | 282 | 1989 | 2014 | 97% | | Agora | Walnut Creek, CA | Mid-rise | 49 | 2016 | 2016 | 95% | | Brio (5) | Walnut Creek, CA | Mid-rise | 300 | 2015 | 2019 | 97% | | | | | **24,154** | | | **96%** | | **Seattle, Washington Metropolitan Area** | | | | | | | | Belcarra | Bellevue, WA | Mid-rise | 296 | 2009 | 2014 | 97% | | BellCentre | Bellevue, WA | Mid-rise | 249 | 2001 | 2014 | 97% | | Cedar Terrace | Bellevue, WA | Garden | 180 | 1984 | 2005 | 96% | | Courtyard off Main | Bellevue, WA | Mid-rise | 110 | 2000 | 2010 | 95% | | Ellington | Bellevue, WA | Mid-rise | 220 | 1994 | 2014 | 97% | | Emerald Ridge | Bellevue, WA | Garden | 180 | 1987 | 1994 | 96% | | Foothill Commons | Bellevue, WA | Mid-rise | 394 | 1978 | 1990 | 97% | | Palisades, The | Bellevue, WA | Garden | 192 | 1977 | 1990 | 97% | | Park Highland | Bellevue, WA | Mid-rise | 250 | 1993 | 2014 | 97% | | Piedmont | Bellevue, WA | Garden | 396 | 1969 | 2014 | 96% | | Sammamish View | Bellevue, WA | Garden | 153 | 1986 | 1994 | 97% | | Woodland Commons | Bellevue, WA | Garden | 302 | 1978 | 1990 | 96% | | Bothell Ridge | Bothell, WA | Garden | 214 | 1988 | 2014 | 96% | | Canyon Pointe | Bothell, WA | Garden | 250 | 1990 | 2003 | 96% | | Inglenook Court | Bothell, WA | Garden | 224 | 1985 | 1994 | 96% | | Pinnacle Sonata | Bothell, WA | Mid-rise | 268 | 2000 | 2014 | 97% | | Salmon Run at Perry Creek | Bothell, WA | Garden | 132 | 2000 | 2000 | 96% | | Stonehedge Village | Bothell, WA | Garden | 196 | 1986 | 1997 | 95% | | Highlands at Wynhaven | Issaquah, WA | Mid-rise | 333 | 2000 | 2008 | 97% | | Park Hill at Issaquah | Issaquah, WA | Garden | 245 | 1999 | 1999 | 95% | | Wandering Creek | Kent, WA | Garden | 156 | 1986 | 1995 | 96% | | Ascent | Kirkland, WA | Garden | 90 | 1988 | 2012 | 96% | | Bridle Trails | Kirkland, WA | Garden | 108 | 1986 | 1997 | 96% | | Corbella at Juanita Bay | Kirkland, WA | Garden | 169 | 1978 | 2010 | 96% | | Evergreen Heights | Kirkland, WA | Garden | 200 | 1990 | 1997 | 96% | | Montebello | Kirkland, WA | Garden | 248 | 1996 | 2012 | 96% | | Slater 116 | Kirkland, WA | Mid-rise | 108 | 2013 | 2013 | 97% | | Martha Lake (15) | Lynwood, WA | Mid-rise | 155 | 1991 | 2021 | 95% | | Aviara (18) | Mercer Island, WA | Mid-rise | 166 | 2013 | 2014 | 96% | | Laurels at Mill Creek | Mill Creek, WA | Garden | 164 | 1981 | 1996 | 96% | | Monterra in Mill Creek (15) | Mill Creek, WA | Garden | 139 | 2003 | 2021 | 97% | | Parkwood at Mill Creek | Mill Creek, WA | Garden | 240 | 1989 | 2014 | 97% | 30 | | | | | | | | | --- | --- | --- | ---: | --- | --- | ---: | | The Elliot at Mukilteo (5) | Mukilteo, WA | Garden | 301 | 1981 | 1997 | 97% | | Castle Creek | Newcastle, WA | Garden | 216 | 1998 | 1998 | 97% | | Elevation | Redmond, WA | Garden | 158 | 1986 | 2010 | 97% | | Pure Redmond | Redmond, WA | Mid-rise | 105 | 2016 | 2019 | 97% | | Redmond Hill (7) | Redmond, WA | Garden | 442 | 1985 | 2011 | 96% | | Shadowbrook | Redmond, WA | Garden | 418 | 1986 | 2014 | 96% | | The Trails of Redmond | Redmond, WA | Garden | 423 | 1985 | 2014 | 96% | | Vesta (7) | Redmond, WA | Garden | 440 | 1998 | 2011 | 96% | | Brighton Ridge | Renton, WA | Garden | 264 | 1986 | 1996 | 95% | | Fairwood Pond | Renton, WA | Garden | 194 | 1997 | 2004 | 95% | | Forest View | Renton, WA | Garden | 192 | 1998 | 2003 | 95% | | Pinnacle on Lake Washington | Renton, WA | Mid-rise | 180 | 2001 | 2014 | 95% | | Annaliese | Seattle, WA | Mid-rise | 56 | 2009 | 2013 | 97% | | The Bernard | Seattle, WA | Mid-rise | 63 | 2008 | 2011 | 96% | | Cairns, The | Seattle, WA | Mid-rise | 99 | 2006 | 2007 | 97% | | Collins on Pine | Seattle, WA | Mid-rise | 76 | 2013 | 2014 | 98% | | Canvas | Seattle, WA | Mid-rise | 123 | 2014 | 2021 | 97% | | Domaine | Seattle, WA | Mid-rise | 92 | 2009 | 2012 | 95% | | Expo (13) | Seattle, WA | Mid-rise | 275 | 2012 | 2012 | 96% | | Fountain Court | Seattle, WA | Mid-rise | 320 | 2000 | 2000 | 97% | | Patent 523 | Seattle, WA | Mid-rise | 295 | 2010 | 2010 | 96% | | Taylor 28 | Seattle, WA | Mid-rise | 197 | 2008 | 2014 | 97% | | The Audrey at Belltown | Seattle, WA | Mid-rise | 137 | 1992 | 2014 | 95% | | Velo and Ray (14) | Seattle, WA | Mid-rise | 308 | 2014 | 2019 | 95% | | Vox | Seattle, WA | Mid-rise | 58 | 2013 | 2013 | 95% | | Wharfside Pointe | Seattle, WA | Mid-rise | 155 | 1990 | 1994 | 96% | | Beaumont | Woodinville, WA | Mid-rise | 344 | 2009 | 2024 | 96% | | | | | **12,658** | | | **96%** | | | | **Total:** | **63,077** | | **Weighted Average:** | **96%** | ### Footnotes to the Company’s Portfolio Listing as of December 31, 2025 (1) Unless otherwise specified, the Company consolidates each community in accordance with U.S. GAAP. (2) Represents the initial year the joint venture or consolidated community was acquired. (3) For communities, occupancy rates are based on financial occupancy for the year ended December 31, 2025, except for communities that were stabilized during the year, in which case physical occupancy was used. For an explanation of how financial occupancy is calculated, see “Occupancy Rates” in this Item 2. (4) The community is subject to a ground lease, which, unless extended, will expire in 2083. (5) Each of these communities is part of a DownREIT structure in which the Company is the general partner or manager and the other limited partners or members are granted rights of redemption for their interests. (6) This community is owned by Wesco III, LLC (“Wesco III”). The Company has a 50% interest in Wesco III, which is accounted for using the equity method of accounting. (7) This community is owned by Wesco I, LLC (“Wesco I”). The Company has a 58% interest in Wesco I, which is accounted for using the equity method of accounting. (8) This community is subject to a ground lease, which, unless extended, will expire in 2067. (9) This community is subject to a ground lease, which, unless extended, will expire in 2027. (10) The community is subject to a ground lease, which, unless extended, will expire in 2086. (11) This community is owned by Wesco IV, LLC (“Wesco IV”). The Company has a 65.1% interest in Wesco IV, which is accounted for using the equity method of accounting. (12) This community is subject to a ground lease, which, unless extended, will expire in 2028. (13) The Company has an interest in a single asset entity owning this community. (14) This community is owned by Wesco V, LLC (“Wesco V”). The Company has a 50% interest in Wesco V, which is accounted for using the equity method of accounting. (15) This community is owned by Wesco VI, LLC (“Wesco VI”). The Company has a 50% interest in Wesco VI, which is accounted for using the equity method of accounting. (16) This community is owned by BEX IV, LLC (“BEX IV”). The Company has a 50.1% interest in BEX IV, which is accounted for using the equity method of accounting. (17) A portion of this community on which 84 apartment homes are presently located is subject to a ground lease, which, unless extended, will expire in 2028. (18) The community is subject to a ground lease, which, unless extended, will expire in 2070. ## Legal proceedings As filed, 694 characters. The information regarding lawsuits, other proceedings and claims, set forth in Note 17, “Commitments and Contingencies”, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated by reference into this Item 3. In addition to such matters referred to in Note 17, the Company is subject to various other legal and/or regulatory proceedings arising in the course of its business operations. We believe that, with respect to such matters that we are 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. ## Management's discussion and analysis As filed, 51,409 characters. The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto. These consolidated financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results and all such adjustments are of a normal recurring nature. ### OVERVIEW Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment home communities in selected residential areas located on the West Coast of the United States. Essex owns all of its interests in its real estate investments, directly or indirectly, through the Operating Partnership. Essex is the sole general partner of the Operating Partnership and, as of December 31, 2025, had an approximately 96.6% general partner interest in the Operating Partnership. The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the Company’s portfolio. 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 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 Company’s apartment home communities are predominately located in the following major regions: ***Southern California*** (primarily Los Angeles, Orange, San Diego, and Ventura counties) ***Northern California*** (the San Francisco Bay Area) ***Seattle Metro*** (Seattle metropolitan area) By region, the Company’s operating results for 2025 and 2024 and projection for 2026 new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing) are as follows: ***Southern California Region:*** As of December 31, 2025, this region represented 42% of the Company’s consolidated operating apartment homes. Revenues for “2025 Same-Properties” (as defined below), or “Same-Property revenues,” increased 3.3% in 2025 as compared to 2024. ***Northern California Region:*** As of December 31, 2025, this region represented 38% of the Company’s consolidated operating apartment homes. 2025 Same-Property revenues increased 3.6% in 2025 as compared to 2024. ***Seattle Metro Region:*** As of December 31, 2025, this region represented 20% of the Company’s consolidated operating apartment homes. 2025 Same-Property revenues increased 2.8% in 2025 as compared to 2024. In each of these regions, projected 2026 growth in new residential supply of apartment homes and single family homes is expected to be less than 1% of the total housing stock. The Company’s consolidated operating communities as of December 31, 2025 and 2024 were as follows: | | December 31, 2025 Apartment Homes% | | December 31, 2024 Apartment Homes% | | | --- | ---: | ---: | ---: | ---: | | Southern California | 23,598 | 42% | 23,817 | 44% | | Northern California | 21,097 | 38% | 19,747 | 36% | | Seattle Metro | 10,899 | 20% | 10,899 | 20% | | Total | 55,594 | 100% | 54,463 | 100% | 38 Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX IV, and other co-investments, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods. ### Market Considerations Domestic and international policy actions, including tariff and trade policy, as well as continuing geopolitical tensions and regional conflicts have the potential to trigger broad market uncertainty. The long-term impact of these developments on our company will largely depend on the impact on broader trends in job growth, inflation, the economy, and reactions by consumers, companies, governmental entities and capital market participants. The foregoing macroeconomic conditions have not negatively impacted the Company’s ability to access traditional funding sources which have been historically available to it. The Company is not at material risk of failing to meet the covenants in its credit agreements and is able to timely service its debt and other obligations. ### RESULTS OF OPERATIONS ### Comparison of Year Ended December 31, 2025 to the Year Ended December 31, 2024 The average financial occupancy for the Company’s 2025 Same-Property portfolio (stabilized properties consolidated by the Company for the years ended December 31, 2025 and 2024) was 96.2% for each of the years ended December 31, 2025 and 2024. Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. Actual rental income represents contractual rental income pursuant to leases without considering delinquency and concessions. Total scheduled rental income represents the value of all apartment homes, with occupied apartment homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant apartment home at its estimated market rate. Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant apartment homes. The Company may increase or decrease these rates based on a variety of factors, including overall supply and demand for housing, concentration of new apartment deliveries within the same submarket which can cause periodic disruption due to greater rental concessions to increase leasing velocity, and rental affordability. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates, and the Company’s calculation of financial occupancy may not be comparable to financial occupancy disclosed by other REITs. The Company does not take into account delinquency and concessions to calculate actual rent for occupied apartment homes and market rents for vacant apartment homes. The calculation of financial occupancy compares contractual rates for occupied apartment homes to estimated market rents for unoccupied apartment homes, and thus the calculation compares the gross value of all apartment homes excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property, which may entail the use of rent concessions and other incentives, and thus financial occupancy, which is based on contractual income, is not considered the best metric to quantify occupancy. The regional breakdown of the Company’s 2025 Same-Property portfolio for financial occupancy for the years ended December 31, 2025 and 2024 was as follows: | | Year Ended December 31, 2025 | 2024 | | --- | ---: | ---: | | Southern California | 95.9% | 95.8% | | Northern California | 96.5% | 96.3% | | Seattle Metro | 96.2% | 96.7% | The following table provides a breakdown of rental and other property revenues, including the revenues attributable to 2025 Same-Properties ($ in thousands): | 2025 Same-Properties: | Number of Apartment Homes 2025 | Year Ended December 31, 2024 | | Dollar Change | Percentage Change | | --- | ---: | ---: | ---: | ---: | ---: | | Southern California | 20,654 | $679,826 | $658,315 | $21,511 | 3.3% | | Northern California | 18,037 | 664,800 | 641,795 | 23,005 | 3.6% | | Seattle Metro | 10,341 | 298,363 | 290,294 | 8,069 | 2.8% | | Total 2025 Same-Property | 49,032 | 1,642,989 | 1,590,404 | 52,585 | 3.3% | | 2025 Non-Same Property | | 234,975 | 173,781 | 61,194 | 35.2% | | Total rental and other property revenues | | $1,877,964 | $1,764,185 | $113,779 | 6.4% | *2025 Same-Property Revenues* increased by $52.6 million or 3.3%. The increase was primarily attributable to an increase of 2.3% in average rental rates from $2,638 for 2024 to $2,699 for 2025 and 0.5% from a decrease in delinquencies. *2025 Non-Same Property Revenues* increased by $61.2 million or 35.2% to $235.0 million in 2025 compared to $173.8 million in 2024. The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park, Revere Campbell, The Parc at Pruneyard, ViO, 1250 Lakeside, and the consolidation of Artizan and TENTEN Downtown in 2025, as well as ARLO Mountain View, Maxwell Sunnyvale, and Beaumont, along with the Company’s acquisition of its joint venture partner’s interests in the BEXAEW and BEX II portfolios, Patina at Midtown, and Century Towers in 2024. The increases were partially offset by the sale of Highridge, Essex Skyline, The Grand, and Fourth & U in 2025 and Hillsdale Garden in 2024. *Property operating expenses, excluding real estate taxes* increased by $25.3 million or 7.7% to $353.4 million in 2025 compared to $328.1 million in 2024, primarily due to acquisitions in 2024 and 2025 identified in the Non-Same Property revenues section above and the increase of Same-Property operating expenses discussed below, partially offset by dispositions in 2024 and 2025. 2025 Same-Property operating expenses, excluding real estate taxes, increased by $16.4 million or 5.5% to $316.5 million in 2025 compared to $300.1 million in 2024, primarily due to increases of $8.1 million in utilities expenses resulting from increases in trash removal, water and sewer costs, $3.7 million in personnel costs due to wage inflation, and $2.6 million in maintenance and repairs expenses due to increases in water damage remediation costs. *Real estate taxes* increased by $12.2 million or 6.3% to $205.6 million in 2025 compared to $193.4 million in 2024, primarily due to the net impact of acquisitions and dispositions in 2024 and 2025 identified in the Non-Same Property revenues section above. 2025 Same-Property real estate taxes increased by $0.4 million or 0.3% to $176.1 million in 2025 compared to $175.7 million in 2024 primarily due to increases in tax rates in California, partially offset by decreases in both assessed values and tax rates in the Seattle Metro region for 2025. *Depreciation and amortization expense* increased by $27.3 million or 4.7% to $607.5 million in 2025 compared to $580.2 million in 2024, primarily due to acquisitions in 2024 and 2025 identified in the Non-Same Property revenues section above. The increase was partially offset by dispositions in 2024 and 2025. *General and administrative expense* decreased by $27.0 million or 27.3% to $71.9 million in 2025 compared to $98.9 million in 2024, primarily due to a decrease of $31.3 million in political advocacy costs, partially offset by an increase of $5.8 million in personnel costs due to wage inflation. *Gain on sale of real estate and land* increased to $299.5 million in 2025 compared to $175.6 million in 2024. The increase was primarily attributable to the dispositions of Highridge, Essex Skyline, The Grand and Fourth & U in 2025 compared to the disposition of Hillsdale Garden in 2024. *Interest expense* increased by $22.9 million or 9.7% to $258.4 million in 2025 compared to $235.5 million in 2024, primarily due to the issuance in March 2024 and August 2024 of $550.0 million senior unsecured notes due April 2034, the issuance in February 2025 of $400.0 million senior unsecured notes due April 2035, borrowing on the new $300.0 million unsecured term loan in June and September 2025, and increased borrowing on the two unsecured lines of credit and the commercial paper program which resulted in an increase in interest expense of $46.2 million in 2025. These increases to interest expense were partially offset by various debt that was paid off, matured, or due to regular principal amortization during and after 2024, primarily due to the payoff of $400.0 million of senior unsecured notes due May 1, 2024 and $500.0 million of senior unsecured notes due April 1, 2025, which resulted in a decrease in interest expense of $19.9 million in 2025. Additionally, there was an increase in capitalized interest of $3.4 million in 2025 due to an increase in development activity as compared to the same period in 2024. *Interest and other income* decreased by $61.0 million or 75.3% to $20.0 million in 2025 compared to $81.0 million in 2024, primarily due to a decrease of $42.9 million in gains from legal settlements. During the first quarter of 2024, the Company settled two lawsuits related to construction defects at two communities and received cash recoveries of $42.5 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain. There were no material gains from legal settlements during 2025. *Equity income from co-investments* decreased by $12.7 million or 26.3% to $35.5 million in 2025 compared to $48.2 million in 2024, primarily due to $12.6 million of impairment losses from unconsolidated co-investments in 2025 compared to $3.7 million in 2024. Additionally, there was a decrease of $9.8 million in income from preferred equity investments due to a lower average outstanding investment balance in 2025 compared to 2024. The overall decrease was offset by a $5.2 million gain recognized on the sale of a co-investment community during 2025 with no prior year equivalent. *Gain on remeasurement of co-investment* of $0.3 million in 2025 resulted from the Company’s consolidation of its investment in Artizan. Gain on remeasurement of $210.6 million in 2024 resulted from the Company’s acquisition of its joint venture partner’s interests in the BEXAEW and BEX II portfolios, Patina at Midtown and Century Towers. ### Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023 For the comparison of the years ended December 31, 2024 and December 31, 2023, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025 under the subheading “Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023.” ### Liquidity and Capital Resources The following table sets forth the Company’s cash flows for the periods presented ($ in thousands): | Cash flow provided by (used in): | Year Ended December 31, 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Operating activities | $1,074,423 | $1,068,305 | $980,064 | | Investing activities | $(552,483) | $(973,051) | $(145,140) | | Financing activities | $(512,200) | $(419,742) | $(477,271) | Essex’s business is operated primarily through the Operating Partnership. Essex issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses from operating as a public company which are fully reimbursed by the Operating Partnership. Essex itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. Essex’s principal funding requirement is the payment of dividends on its common stock. Essex’s sole source of funding for its dividend payments is distributions it receives from the Operating Partnership. As of December 31, 2025, Essex owned a 96.6% general partner interest and the limited partners owned the remaining 3.4% interest in the Operating Partnership. The liquidity of Essex is dependent on the Operating Partnership’s ability to make sufficient distributions to Essex. The primary cash requirement of Essex is its payment of dividends to its stockholders. Essex also guarantees some of the Operating Partnership’s debt, as discussed further in Note 7, “Unsecured Debt”, and Note 8, “Mortgage Notes Payable”, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger Essex’s guarantee obligations, then Essex will be required to fulfill its cash payment commitments under such guarantees. However, Essex’s only significant asset is its investment in the Operating Partnership. For Essex to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its REIT taxable income, excluding net capital gains. While historically Essex has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of other property, including, in limited circumstances, Essex’s own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. Essex may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, acquisitions and developments. As of December 31, 2025, the Company had $76.2 million of unrestricted cash and cash equivalents and $98.1 million in marketable securities, all of which were equity securities or available for sale debt securities. The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances and availability under existing lines of credit are sufficient to meet all of its anticipated cash needs during 2026. Additionally, the capital markets continue to be available and the Company is able to generate cash from the disposition of real estate assets to finance additional cash flow needs, including continued development and select acquisitions. In the event that economic disruptions occur, the Company may further utilize other resources such as its cash reserves, lines of credit, commercial paper or decreased investment in redevelopment activities to supplement operating cash flows. The timing, source and amounts of cash flows provided by or used in financing activities and investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities. As of December 31, 2025, Moody’s Investor Service and S&P’s credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively. As of December 31, 2025, the Company had $5.5 billion of fixed rate public bonds outstanding at an average interest rate of 3.7% with maturity dates ranging from 2026 to 2050. As of December 31, 2025, the Company’s mortgage notes payable totaled $784.3 million, net of unamortized premiums and debt issuance costs, which consisted of $526.7 million in fixed rate debt at an average interest rate of 4.7% with maturity dates ranging from 2026 to 2033 and $257.7 million of variable rate debt at an average interest rate of 3.6% with maturity dates ranging from 2027 to 2046. A total of $258.8 million of variable rate debt is tax-exempt demand notes which are subject to total return swaps. 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. As of December 31, 2025, there was no amount outstanding on the $1.5 billion unsecured line of credit. The underlying interest rate is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings and was at SOFR plus 0.775% as of December 31, 2025. This facility is scheduled to mature in January 2030, with two six-month extensions, exercisable at the Company’s option. The Company may elect to increase the facility by up to an additional $1.0 billion, to an aggregate size of $2.5 billion, if the lenders permit. As of December 31, 2025, there was no amount outstanding on the Company’s $75.0 million working capital unsecured line of credit. The underlying interest rate on the $75.0 million line is based on a tiered rate structure tied to the Company’s credit ratings and was at Adjusted SOFR plus 0.775% as of December 31, 2025. This facility is scheduled to mature in July 2026. As of December 31, 2025, the Company had an unsecured commercial paper program (the “Commercial Paper Program”) to issue unsecured commercial paper notes with varying maturities up to 397 days from the date of issue (the “Notes”). As of December 31, 2025, there was no amount of Notes outstanding under the Commercial Paper Program. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $750.0 million. The Company’s $1.5 billion unsecured line of credit facility serves as a liquidity backstop and any issuances under the Commercial Paper Program reduce the available borrowing capacity. The Notes rank equally in right of payment with all other senior unsecured senior obligations of the Operating Partnership and are unconditionally guaranteed by the Company. The Company has used and expects to continue to use the proceeds from the Notes for general corporate purposes and working capital purposes. The 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. Essex pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its lines of credit or commercial paper. #### Derivative Activity 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 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 total return swaps provide fair market value protection on the mortgage notes payable to our counterparties during the initial period of the total return swap until the Company’s option to call the mortgage notes at par can be exercised. 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. The aggregate carrying and fair value of the total return swaps was zero at both December 31, 2025 and 2024. As of December 31, 2025 and 2024 the aggregate carrying value of the interest rate swap contracts is an asset of $2.0 million and $5.5 million, respectively, and is included in prepaid expenses and other assets in the consolidated balance sheets. The Company had no interest rate cap agreements as of December 31, 2025 and 2024, respectively. #### Issuance of Common Stock In August 2024, the Company entered into the 2024 ATM Program. In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company's discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date. Furthermore, it would permit the Company, at its election, to settle the agreements by issuing common stock in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of common stock or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted earnings per share and diluted earnings per unit using the treasury stock method. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s common stock over the term of the forward sale agreement. 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, 2024 and 2023, the Company did not issue any shares of common stock through the 2024 ATM Program nor the 2021 ATM Program. For 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. As of December 31, 2025, $900.0 million of shares of common stock remained available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements. #### Capital Expenditures Non-revenue generating capital expenditures are improvements and upgrades that extend the useful life of the property. For the year ended December 31, 2025, non-revenue generating capital expenditures averaged approximately $2,258 per apartment home. These expenditures do not include expenditures for deferred maintenance on acquisition properties, expenditures for property renovations and improvements which are expected to generate additional revenue or cost savings, and do not include expenditures incurred due to changes in government regulations that the Company would not have incurred otherwise, retail, furniture and fixtures, or expenditures for which the Company has been reimbursed or expects to be reimbursed. The Company expects that cash from operations and/or its lines of credit will fund such expenditures. #### Development Pipeline 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 defines predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. The Company may also acquire land for future development purposes or sale. As of December 31, 2025, the Company’s development pipeline was comprised of one consolidated development project and various predevelopment projects, with total incurred costs of $157.1 million, and estimated remaining project costs of approximately $200.9 million, for total estimated project costs of $358.0 million. The Company expects to fund the development and predevelopment communities by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, commercial paper, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of assets, if any. #### Alternative Capital Sources The Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. The Company had an interest in 7,483 apartment homes in operating communities with joint ventures and technology co-investments for a total book value of $304.4 million as of December 31, 2025. #### Real Estate and Other Commitments The following table summarizes the Company’s unfunded real estate and other future commitments as of December 31, 2025 ($ in thousands): | Joint ventures: | Number of Properties | Investment | Remaining Unfunded Commitment | | --- | ---: | ---: | ---: | | Preferred equity investments | 1 | $85,000 | $35,000 | | Technology co-investments | N/A | 86,000 | 23,215 | | Consolidated: | | | | | Real estate under development | 1 | 157,122 | 200,883 | | | | $328,122 | $259,098 | As of December 31, 2025, the Company had remaining unfunded commitments of $94.8 million for operating co-investments. As of December 31, 2025, the Company had operating lease commitments of $122.0 million for ground, building and garage leases with maturity dates ranging from 2026 to 2083. $6.3 million of these commitments are due during the year ended December 31, 2026. ### Variable Interest Entities In accordance with accounting standards for consolidation of variable interest entities (“VIEs”), the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising ten communities) and four co-investments as of December 31, 2025. As of December 31, 2024, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities) and five co-investments. The Company consolidates these entities because it is 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. As of December 31, 2025, the Company did not have any VIEs of which it was not the primary beneficiary. ### Critical 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. The Company defines critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company’s critical accounting estimates relate principally to the following key areas: (i) accounting for the acquisition of investments in real estate; and (ii) evaluation of events and changes in circumstances indicating that the carrying value of any of the Company’s rental properties may not be recoverable. The Company accounts for its acquisitions of investments in real estate by assessing each acquisition to determine if it meets the definition of a business or if it qualifies as an asset acquisition. We expect that acquisitions of individual operating communities will generally be viewed as asset acquisitions, and result in the capitalization of acquisition costs, and the allocation of purchase price to the assets acquired and liabilities assumed based on the relative fair value of the respective assets and liabilities. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data. In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases. The allocation of the total consideration exchanged for a real estate acquisition between the identifiable assets and liabilities and the depreciation we recognize over the estimated useful life of the asset could be impacted by different assumptions and estimates used in the calculation. The reasonable likelihood that the estimate could have a material impact on the financial condition of the Company is based on the total consideration exchanged for real estate during any given year. The Company periodically assesses its real estate investments for events or changes in circumstances that indicate the carrying value may not be recoverable. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance for operating properties including the net operating income for the most recent 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. Although each of these may result in an impairment indicator, the shortening of an expected holding period due to the potential sale of a property is the most likely impairment indicator. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be fully recoverable, the carrying amount is evaluated. If the sum of the property’s expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Changes in operating and market conditions may result in a change of our intent to hold the property through the end of its useful life and may impact the assumptions utilized to determine the future cash flows of the real estate investment. The Company bases its accounting estimates on historical experience, current market conditions and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates made by management and those estimates could be different under different assumptions or conditions. ### Funds from Operations Attributable to Common Stockholders and Unitholders Funds from Operations Attributable to Common Stockholders and Unitholders (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items (referred to as “Core FFO”) as supplemental operating performance measures. FFO and Core FFO are not used by the Company as, nor should they be considered to be, alternatives to net income computed under U.S. GAAP as an indicator of the Company’s operating performance or as alternatives to cash from operating activities computed under U.S. GAAP as an indicator of the Company’s ability to fund its cash needs. FFO and Core FFO are not meant to represent a comprehensive system of financial reporting and do not present, nor do they intend to present, a complete picture of the Company’s financial condition and operating performance. The Company believes that net income computed under U.S. GAAP is the primary measure of performance and that FFO and Core FFO are only meaningful when they are used in conjunction with net income. The Company considers FFO and Core FFO to be useful financial performance measurements of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land, excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates) and excluding impairment write-downs from operating real estate and unconsolidated co-investments driven by a measurable decrease in the fair value of real estate held by the co-investment, FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. The Company believes that its consolidated financial statements, prepared in accordance with U.S. GAAP, provide the most meaningful picture of its financial condition and its operating performance. In calculating FFO, the Company follows the definition for this measure published by NAREIT, which is the leading REIT industry association. The Company believes that, under the NAREIT FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two NAREIT adjustments are useful to investors for the following reasons: (a) Historical cost accounting for real estate assets in accordance with U.S. GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by U.S. GAAP do not reflect the underlying economic realities. (b) REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREIT’s definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods. Management believes that it has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosure of FFO may not be comparable to the Company’s calculation. The table below is a reconciliation of net income available to common stockholders to FFO and Core FFO for the periods presented ($ in thousands, except per share amounts): | | Year Ended December 31, 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Net income available to common stockholders | $669,666 | $741,522 | $405,825 | | Adjustments: | | | | | Depreciation and amortization | 607,542 | 580,220 | 548,438 | | Gains not included in FFO | (305,043) | (386,138) | (59,238) | | Casualty loss | — | — | 433 | | Impairment loss from unconsolidated co-investments | 12,634 | 3,726 | 33,700 | | Depreciation and amortization from unconsolidated co-investments | 56,848 | 66,943 | 71,745 | | Noncontrolling interest related to Operating Partnership units | 23,649 | 26,414 | 14,284 | | Depreciation attributable to third party ownership and other | (160) | 31,191 | (1,474) | | Funds from operations attributable to common stockholders and unitholders | $1,065,136 | $1,063,878 | $1,013,713 | | FFO per share-diluted | $15.98 | $15.99 | $15.24 | | Non-core items: | | | | | Expensed acquisition and investment related costs | $25 | $72 | $595 | | Tax (benefit) expense on unconsolidated technology co-investments | (2,096) | (929) | 697 | | Realized and unrealized gains on marketable securities, net | (3,809) | (8,347) | (10,006) | | Provision for credit losses | 26 | (179) | 70 | | Equity income from unconsolidated technology co-investments | (6,552) | (10,344) | (1,685) | | Loss on early retirement of debt | 762 | — | — | | Loss on early retirement of debt from unconsolidated co-investments | 122 | — | — | | Co-investment promote income | — | (1,531) | — | | Income from early redemption of preferred equity investments and notes receivable | (70) | — | (285) | | General and administrative and other, net (1) | 10,004 | 39,341 | 6,629 | | Insurance reimbursements, legal settlements, and other, net (2) | (808) | (43,794) | (9,821) | | Core funds from operations attributable to common stockholders and unitholders | $1,062,740 | $1,038,167 | $999,907 | | Core FFO per share-diluted | $15.94 | $15.60 | $15.03 | | Weighted average number of shares outstanding, diluted (3) | 66,669,649 | 66,533,908 | 66,514,456 | (1) Includes political advocacy costs of $2.0 million, $33.3 million, and $4.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. (2) 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 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 $7.7 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain which was excluded from Core FFO. (3) Assumes conversion of all outstanding OP Units into shares of the Company’s common stock and excludes DownREIT limited partnership units. ### Net Operating Income Net operating income (“NOI”) and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of income. The presentation of Same-Property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines Same-Property NOI as Same-Property revenues less Same-Property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and Same-Property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented ($ in thousands): | | Year Ended December 31, 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Earnings from operations | $899,316 | $703,095 | $584,342 | | Adjustments: | | | | | Corporate-level property management expenses | 49,052 | 46,208 | 43,593 | | Depreciation and amortization | 607,542 | 580,220 | 548,438 | | Management and other fees from affiliates | (9,381) | (10,265) | (11,131) | | 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 land | (299,524) | (175,583) | (59,238) | | NOI | 1,318,978 | 1,242,649 | 1,170,506 | | Less: Non Same-Property NOI | (168,608) | (128,084) | (83,727) | | Same-Property NOI | $1,150,370 | $1,114,565 | $1,086,779 | ### Forward-Looking Statements Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report on Form 10-K which are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations, estimates, assumptions, hopes, intentions, beliefs and strategies regarding the future. Words such as “expects,” “assumes,” “anticipates,” “may,” “will,” “intends,” “plans,” “projects,” “believes,” “seeks,” “future,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding expected operating performance and results (including projected Same-Property revenues and expenses), qualification as a REIT under the Internal Revenue Code of 1986, as amended, property stabilizations, property acquisition and disposition activity, joint venture and co-investment activity, development and redevelopment activity and other capital expenditures, capital raising and financing activity, revenue and expense growth, financial occupancy, interest rate and other economic expectations, including estimated remaining and total project costs related to the Company’s development pipeline and projected new housing supply. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed. Factors that might cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; including from tariffs imposed by the current presidential administration and the threat of such tariffs; geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain its investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; including potential delays due to supply shortages related to tariffs and/or labor shortages related to deportations or threat of deportations; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations and the anticipated or actual impact of future changes in laws or regulations; including eviction moratoria; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors discussed in Item 1A, Risk Factors, of this Form 10-K, and those risk factors and special considerations set forth in the Company’s other filings with the SEC which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this report. ## Market risk As filed, 4,939 characters. ### Interest Rate Hedging Activities 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. As of December 31, 2025, the Company had five interest rate swap contracts and two forward starting interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on the Company’s $600.0 million unsecured term loan. The Company’s interest rate swap was designated as a cash flow hedge as of December 31, 2025. The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of December 31, 2025. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates or market risks. The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, 2025 ($ in thousands): | | Notional Amount | Maturity Date | | Carrying and Estimated Fair Value | | Estimated Carrying Value | | | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | | | | | **+50** | | **-50** | | | | | | | **Basis Points** | | **Basis Points** | | | | Cash flow hedges: | | | | | | | | | Interest rate swaps | $497,500 | 2026-2030 | | $1,270 | | $5,293 | $(2,820) | | Forward starting interest rate swap | 150,000 | 2030 | | 703 | | 3,521 | (2,169) | | Total cash flow hedges | $647,500 | 2026-2030 | | $1,973 | | $8,814 | $(4,989) | Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of $258.8 million that effectively convert $258.8 million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and had a carrying value of zero as of December 31, 2025. The Company is exposed to insignificant interest rate risk on these total return swaps as the related mortgages are callable, at par, by the Company, co-terminus with the termination of any related swap. These derivatives do not qualify for hedge accounting. ### Interest Rate Sensitive Liabilities The Company is exposed to interest rate changes primarily as a result of its lines of credit, commercial paper, and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes. The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows. Management has estimated the fair value of the Company’s $6.0 billion of fixed rate debt as of December 31, 2025, to be $5.8 billion. Management has estimated the fair value of the Company’s $858.8 million of variable rate debt as of December 31, 2025, to be $853.2 million based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace. The following table represents scheduled principal payments ($ in thousands): | | Year Ended December 31, 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair value | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Fixed rate debt | $548,291 | $350,000 | $517,000 | $500,000 | $615,000 | $3,448,000 | $5,978,291 | $5,767,386 | | Average interest rate | 3.5% | 3.8% | 2.2% | 4.1% | 3.4% | 4.0% | | | | Variable rate debt (1) | $1,114 | $84,397 | $1,332 | $1,456 | $301,592 | $468,889 | $858,780 | $853,192 | | Average interest rate | 3.7% | 3.5% | 3.7% | 3.7% | 4.0% | 4.0% | | | (1) $258.8 million of variable rate debt is tax exempt to the note holders. The table incorporates only those exposures that exist as of December 31, 2025. It does not consider those exposures or positions that could arise after that date. As a result, the Company’s ultimate realized gain or loss, with respect to interest rate fluctuations and hedging strategies would depend on the exposures that arise prior to settlement. ## Controls and procedures As filed, 6,090 characters. ### Essex Property Trust, Inc. As of December 31, 2025, Essex carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, Essex’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting. #### Management’s Report on Internal Control Over Financial Reporting Essex’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, 2025. In making this assessment, Essex’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Essex’s management has concluded that, as of December 31, 2025, its internal control over financial reporting was effective based on these criteria. Essex’s independent registered public accounting firm, KPMG LLP, has issued an attestation report over Essex’s internal control over financial reporting, which is included herein. #### Limitations on Effectiveness of Controls In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, Essex’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. ### Essex Portfolio, L.P. As of December 31, 2025, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. #### Management’s Report on Internal Control Over Financial Reporting The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Operating Partnership’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by COSO. The Operating Partnership’s management has concluded that, as of December 31, 2025, its internal control over financial reporting was effective based on these criteria. #### Limitations on Effectiveness of Controls In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Filed Feb 20, 2026. Source: SEC EDGAR, the filing index for accession 0000920522-26-000003. Last ingested by Listed: Oct 27, 2026, 16:35 ET. No prices; not investment advice.