Skip to main content

ESSEX PROPERTY TRUST, INC.

For the period ended May 12, 2026. Filed Mar 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 12, 2026 · Filed Mar 27, 2026

ESS$272.18+0.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Appendix AA-1

Funds From Operations (“FFO”) and Core FFO

FFO, as defined by Nareit, is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the 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 and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), 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.

FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. GAAP and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or financing activities as defined under GAAP. Management 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 disclosures of FFO may not be comparable to the Company’s calculation.

2026 Proxy Statement — ESSEX PROPERTY TRUSTA-1

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the twelve months ended December 31, 2025 and 2024.

CONSOLIDATED FUNDS FROM OPERATIONS(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS AND IN FOOTNOTES) · TWELVE MONTHS ENDEDDECEMBER 31,
2025 · 2024 · % CHANGE
Net income available to common stockholders$669,666$741,522
Adjustments:
Depreciation and amortization607,542580,220
Gains not included in FFO(305,043)(386,138)
Impairment loss from unconsolidated co-investments12,6343,726
Depreciation and amortization from unconsolidated co-investments56,84866,943
Noncontrolling interest related to Operating Partnership units23,64926,414
Depreciation attributable to third party ownership and other(160)31,191
Funds from operations attributable to common stockholders and unitholders$1,065,136$1,063,878
FFO per share-diluted$15.98$15.99-0.1%
Non-core items:
Expensed acquisition and investment related costs$25$72
Tax benefit on unconsolidated technology co-investments(2,096)(929)
Realized and unrealized gains on marketable securities, net(3,809)(8,347)
Provision for credit losses26(179)
Equity income from unconsolidated technology co-investments(6,552)(10,344)
Loss on early retirement of debt762—
Loss on early retirement of debt from unconsolidated co-investments122—
Co-investment promote income—(1,531)
Income from early redemption of preferred equity investments and notes receivable(70)—
General and administrative and other, net (1)10,00439,341
Insurance reimbursements, legal settlements, and other, net (2)(808)(43,794)
Core funds from operations attributable to common stockholders and unitholders$1,062,740$1,038,167
Core FFO per share-diluted$15.94$15.602.2%
Weighted average number of shares outstanding diluted (3)66,669,64966,533,908

(1)Includes political advocacy costs of $2.0 million and $33.3 million for the years ended December 31, 2025 and 2024, 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. 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 limited partnership units in the operating partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.

A-2ESSEX PROPERTY TRUST — 2026 Proxy Statement

EBITDAre and Adjusted EBITDAre

Nareit defines earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) (September 2017 White Paper) as net income (computed in accordance with U.S. GAAP) before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, impairment write-downs of depreciated operating properties, impairment write-downs of investments in unconsolidated entities caused by a decrease in value of depreciated operating properties within the joint venture and adjustments to reflect the Company’s share of EBITDAre of investments in unconsolidated entities.

The Company believes that EBITDAre is useful to investors, creditors and rating agencies as a supplemental measure of the Company’s ability to incur and service debt because it is a recognized measure of performance by the real estate industry, and by excluding gains or losses related to sales or impairment of depreciated operating properties, EBITDAre can help compare the Company’s credit strength between periods or as compared to different companies.

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and is a component of the credit ratio,

“Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized,” and it is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

Adjusted EBITDAre is an important metric in evaluating the credit strength of the Company and its ability to service its debt obligations. The Company believes that Adjusted EBITDAre is useful to investors, creditors and rating agencies because it allows investors to compare the Company’s credit strength to prior reporting periods and to other 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 credit quality.

EBITDAre and Adjusted EBITDAre are not recognized measurements under U.S. GAAP. Because not all companies use identical calculations, the Company’s presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

The reconciliations of Net Income available to common stockholders to EBITDAre and Adjusted EBITDAre are presented in the table below:

(DOLLARS IN THOUSANDS)THREE MONTHS ENDED DECEMBER 31, 2025
Net income available to common stockholders$80,573
Adjustments:
Net income attributable to noncontrolling interest5,172
Interest expense, net(1)64,621
Depreciation and amortization153,265
Income tax provision43
Impairment loss from unconsolidated co-investment12,634
Co-investment EBITDAre adjustments21,780
EBITDAre338,088
Realized and unrealized losses on marketable securities, net250
Provision for credit losses(35)
Equity income from unconsolidated technology co-investments(547)
Tax expense on unconsolidated technology co-investments257
General and administrative and other, net2,141
Insurance reimbursements, legal settlements, and other, net(19)
Loss on early retirement of debt from unconsolidated co-investments122
Adjusted EBITDAre$340,257

(1)Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges.

2026 Proxy Statement — ESSEX PROPERTY TRUSTA-3

Net Indebtedness Divided by Adjusted EBITDAre

This credit ratio is calculated by dividing net indebtedness by Adjusted EBITDAre, as annualized based on the most recent quarter, and adjusted for estimated net operating income from properties acquired or disposed of during the quarter. This ratio is presented by the Company because it provides rating agencies and investors an additional means of comparing the Company’s ability to service debt obligations to that of other companies. Net indebtedness is total debt, net less unamortized premiums, discounts, debt issuance costs, unrestricted cash and cash equivalents, and marketable securities. The calculation of this credit ratio and a reconciliation of net indebtedness to total debt at pro rata share for co-investments, net is presented in the table below:

(DOLLARS IN THOUSANDS)DECEMBER 31, 2025
Total consolidated debt, net$6,800,269
Total debt from co-investments at pro rata share1,004,390
Adjustments:
Consolidated unamortized premiums, discounts, and debt issuance costs36,802
Pro rata co-investments unamortized premiums, discounts, and debt issuance costs4,218
Consolidated cash and cash equivalents-unrestricted(76,241)
Pro rata co-investment cash and cash equivalents-unrestricted(29,451)
Marketable securities(98,070)
Net Indebtedness$7,641,917
Adjusted EBITDAre, annualized (1)$1,361,028
Other EBITDAre normalization adjustments, net, annualized (2)2,222
Adjusted EBITDAre, normalized and annualized$1,363,250
Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized5.6

(1)Based on the amount for the most recent quarter, multiplied by four.

(2)Adjustments made for properties in lease-up, acquired, or disposed during the most recent quarter and other partial quarter activity, multiplied by four.

A-4ESSEX PROPERTY TRUST — 2026 Proxy Statement

Net Operating Income (“NOI”) and Same-Property NOI Reconciliations

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.

TWELVE MONTHS ENDEDDECEMBER 31,
(DOLLARS IN THOUSANDS)20252024
Earnings from operations$899,316$703,095
Adjustments:
Corporate-level property management expenses49,05246,208
Depreciation and amortization607,542580,220
Management and other fees from affiliates(9,381)(10,265)
General and administrative71,94898,902
Expensed acquisition and investment related costs2572
Gain on sale of real estate and land(299,524)(175,583)
NOI1,318,9781,242,649
Less: Non-same-property NOI(168,608)(128,084)
Same-Property NOI$1,150,370$1,114,565
2026 Proxy Statement — ESSEX PROPERTY TRUSTA-5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.