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ESSEX PORTFOLIO LP

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 29, 2026

ESS$272.18+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0000920522-25-000082

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0000920522-26-000016

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 87 previous paragraphs and 70 current paragraphs.

33 unchanged; 34 reworded; 3 added; 16 removed; 4 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Real estate taxes decreased by $0.5 million or 1.0% to $52.1 million for the first quarter of 2026 compared to $52.6 million for the first quarter of 2025, primarily due to property tax refunds. Same-Property real estate taxes decreased by $1.3 million to $47.2 million for the first quarter of 2026 compared to $48.5 million for the first quarter of 2025 primarily due to property tax refunds.

Current report

General and administrative expense increased by $3.7 million or 22.7% to $20.0 million for the first quarter of 2026 compared to $16.3 million for the first quarter of 2025, primarily due to increases of $1.5 million in political advocacy costs and $1.8 million in legal costs related to ongoing litigations.
Removed paragraphs (16)

Previous report

Real estate taxes increased by $3.0 million or 6.1% to $52.0 million for the third quarter of 2025 compared to $49.0 million for the third quarter of 2024, primarily due to acquisitions in 2024 and 2025 identified in the Non-Same Property revenues section above and an estimated 2025 net aggregate increase in combined real estate taxes with increases in California partially offset by decreases in the Seattle Metro region.

Previous report

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Previous report

The Company’s average financial occupancy for its stabilized apartment home communities or “Same-Property” (stabilized properties consolidated by the Company for the nine months ended September 30, 2025 and 2024) was 96.2% and 96.3% for the nine months ended September 30, 2025 and 2024, respectively.

Previous report

Same-Property Revenues increased by $37.3 million or 3.1% for the nine months ended September 30, 2025 compared to the same period in 2024. The increase was primarily attributable to an increase of 2.3% in average rental rates from $2,631 per apartment home for the nine months ended September 30, 2024 to $2,692 per apartment home for the nine months ended September 30, 2025 and 0.6% of the increase was attributable to a decrease in delinquencies for the nine months ended September 30, 2025 compared to nine months ended September 30, 2024.

Previous report

Non-Same Property Revenues increased by $51.3 million or 42.3% to $172.5 million for the nine months ended September 30, 2025 from $121.2 million for the nine months ended September 30, 2024. The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park, Revere Campbell, The Parc at Pruneyard, and the consolidation of Artizan 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.

Previous report

Property operating expenses, excluding real estate taxes increased by $19.2 million or 7.8% to $263.8 million for the nine months ended September 30, 2025 compared to $244.6 million for the nine months ended September 30, 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. Same-Property operating expenses, excluding real estate taxes, increased by $11.4 million or 5.1% to $236.7 million for the nine months ended September 30, 2025 compared to $225.3 million for the nine months ended September 30, 2024, primarily due to increases of $6.1 million in utilities expenses resulting from increases in trash removal, water and sewer costs and $3.4 million in personnel costs due to wage inflation.

Previous report

Real estate taxes increased by $10.5 million or 7.3% to $153.7 million for the nine months ended September 30, 2025 compared to $143.2 million for the nine months ended September 30, 2024, primarily due to acquisitions in 2024 and 2025 identified in the Non-Same Property revenues section above and an estimated 2025 net aggregate increase in combined real estate taxes with increases in California partially offset by decreases in the Seattle Metro region.

Previous report

Depreciation and amortization expense increased by $22.5 million or 5.2% to $454.3 million for the nine months ended September 30, 2025 compared to $431.8 million for the nine months ended September 30, 2024, primarily due to acquisitions in 2025 and 2024 identified in the Non-Same Property revenues section above. The increase was partially offset by dispositions in 2025 and 2024.

Previous report

Interest and other income decreased by $61.3 million or 78.3% to $17.0 million in income for the nine months ended September 30, 2025 compared to $78.3 million for the nine months ended September 30, 2024, primarily due to a decrease of $43.1 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 the nine months ended September 30, 2025.

Previous report

Equity income from co-investments increased by $6.3 million or 18.7% to $40.0 million for the nine months ended September 30, 2025 compared to $33.7 million for the nine months ended September 30, 2024, primarily due to a $5.2 million gain recognized on sale of co-investment community in the third quarter of 2025. The increase was also attributable to a $3.7 million impairment loss on one of the Company’s preferred equity investments incurred during the first quarter of 2024 with no current year equivalent. These increases were offset by decreases of $6.5 million in income from preferred equity investments due to fewer outstanding investments at September 30, 2025 compared to the same period in 2024, $1.5 million of promote income recognized from the closing of the BEXAEW portfolio acquisition during the first quarter of 2024, with no current year equivalent, and reduced equity loss from the Company's operating co-investments.

Previous report

In May 2025, the Operating Partnership obtained a $300.0 million unsecured term loan priced at SOFR plus 0.850% and scheduled to mature in May 2028, with two one-year extension options, exercisable at the option of the Company. The loan includes a twelve-month 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. The Company has entered into floating-to-fixed interest rate swaps to fix the interest rate for $247.5 million of the loan to an all-in rate of 4.1%.

Previous report

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 2035 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The proceeds were used to repay the Company’s $500.0 million senior unsecured notes at maturity in April 2025.

Previous report

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.

Previous report

(2)There were no material gains from legal settlements during the three and nine months ended September 30, 2025 and the three months ended September 30, 2024. During the nine months ended September 30, 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.
Reworded paragraphs (34)

Previous wording

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 September 30, 2025, had an approximately 96.6% general partner interest in the Operating Partnership.

Current wording

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 March 31, 2026, had an approximately 96.7% general partner interest in the Operating Partnership.

Previous wording

As of September 30, 2025, the Company owned or had ownership interests in 257 operating apartment home communities, comprising 62,451 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.

Current wording

As of March 31, 2026, the Company owned or had ownership interests in 259 operating apartment communities, comprising 63,099 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.

Previous wording

The Company’s consolidated operating communities were as follows:

Current wording

The Company’s consolidated operating communities as of March 31, 2026 and 2025 were as follows:

Previous wording

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. The communities previously held in the BEX II co-investment, which was consolidated in 2024, are excluded from the table as of September 30, 2024 but included in the table as of September 30, 2025.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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 not meeting the covenants in its credit agreements and is able to timely service its debt and other obligations.

Current wording

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.

Previous wording

The average financial occupancy for the Company’s 2025 Same-Property portfolio (stabilized properties consolidated by the Company for the quarters ended September 30, 2025 and 2024) was 96.1% and 96.2% for the three months ended September 30, 2025 and 2024, respectively. 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.

Current wording

The average financial occupancy for the Company’s 2026 Same-Property portfolio (stabilized properties consolidated by the Company for the quarters ended March 31, 2026 and 2025) was 96.5% and 96.3% for the three months ended March 31, 2026 and 2025, respectively. 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.

Previous wording

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 home 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 home 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.

Current wording

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.

Previous wording

The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the three months ended September 30, 2025 and 2024 was as follows:

Current wording

The regional breakdown of the Company’s 2026 Same-Property portfolio for financial occupancy for the three months ended March 31, 2026 and 2025 was as follows:

Previous wording

The following table provides a breakdown of property revenue amounts, including the revenues attributable to the Same-Properties ($ in thousands):

Current wording

The following table provides a breakdown of rental and other property revenues, including the revenues attributable to the 2026 Same-Property portfolio ($ in thousands):

Previous wording

Same-Property Revenues increased by $10.9 million or 2.7% to $412.7 million for the third quarter of 2025 from $401.8 million for the third quarter of 2024. The increase was primarily attributable to an increase of 2.5% in average rental rates from $2,653 per apartment home for the third quarter of 2024 to $2,718 per apartment home for the third quarter of 2025. Additionally, 0.2% of the increase is attributable to a decrease in delinquencies for the third quarter of 2025 compared to the third quarter of 2024.

Current wording

2026 Same-Property Revenues increased by $12.6 million or 2.9% to $442.6 million for the first quarter of 2026 from $430.0 million for the first quarter of 2025. The increase was primarily attributable to an increase of 2.2% in average rental rates from $2,660 per apartment home for the first quarter of 2025 to $2,719 per apartment home for the first quarter of 2026.

Previous wording

Non-Same Property Revenues increased by $11.9 million or 25.6% to $58.2 million in the third quarter of 2025 from $46.4 million in the third quarter of 2024. The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park, Revere Campbell, The Parc at Pruneyard, and the consolidation of Artizan in 2025, as well as the acquisition of Beaumont along with the Company’s acquisition of its joint venture partner’s interests in the BEX II portfolio, 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.

Current wording

2026 Non-Same Property Revenues increased by $7.8 million or 24.3% to $39.9 million in the first quarter of 2026 from $32.1 million in the first quarter of 2025. 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. The increases were partially offset by the sale of Highridge, Essex Skyline, The Grand, and Fourth & U in 2025.

Previous wording

Property operating expenses, excluding real estate taxes increased by $5.6 million or 6.5% to $91.4 million for the third quarter of 2025 compared to $85.8 million for the third quarter of 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. Same-Property operating expenses, excluding real estate taxes, increased by $4.1 million or 5.3% to $82.1 million in the third quarter of 2025 compared to $78.0 million in the third quarter of 2024, primarily due to increases of $2.1 million in utilities expenses resulting from increases in trash removal, water and sewer costs and $1.4 million in personnel costs due to wage inflation.

Current wording

Property operating expenses, excluding real estate taxes increased by $3.1 million or 3.6% to $89.1 million for the first quarter of 2026 compared to $86.0 million for the first quarter of 2025, primarily due to acquisitions in 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 2025. Same-Property operating expenses, excluding real estate taxes, increased by $1.6 million or 2.0% to $82.3 million in the first quarter of 2026 compared to $80.7 million in the first quarter of 2025, primarily due to increases of $2.2 million in utilities expenses resulting from increases in trash removal, gas, water and sewer costs.

Previous wording

Depreciation and amortization expense increased by $5.1 million or 3.5% to $151.5 million for the third quarter of 2025 compared to $146.4 million for the third quarter of 2024, primarily due to acquisitions in 2025 and 2024 identified in the Non-Same Property revenues section above. The increase was partially offset by dispositions in 2025 and 2024.

Current wording

Depreciation and amortization expense increased by $3.6 million or 2.4% to $154.9 million for the first quarter of 2026 compared to $151.3 million for the first quarter of 2025, primarily due to acquisitions in 2025 identified in the Non-Same Property revenues section above, partially offset by dispositions in 2025.

Previous wording

Gain on sale of real estate and landof $62.3 million was attributable to the dispositions of The Grand and Fourth & U. There were no sales of real estate or land during the third quarter of 2024.

Current wording

Gain on sale of real estate and landof $111.0 million for the first quarter of 2025 was attributable to the disposition of Highridge. There were no sales of real estate or land during the first quarter of 2026.

Previous wording

Interest expense increased by $5.5 million or 9.3% to $64.7 million for the third quarter of 2025 compared to $59.2 million for the third quarter of 2024, primarily due to the upsizing in 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 during the quarter on the two unsecured lines of credit and commercial paper program which resulted in an increase in interest expense of $11.2 million for the third quarter of 2025. These increases to interest expense were partially offset by various debt that was paid off, matured, or regular principal amortization during and after the third quarter of 2024, but primarily due to the payoff of $500.0 million of senior unsecured notes due April 1, 2025, which resulted in a decrease in interest expense of $4.7 million for the third quarter of 2025. Additionally, there was an increase in capitalized interest of $1.0 million in the third quarter of 2025, due to an increase in development activity as compared to the same period in 2024.

Current wording

Interest expense increased by $2.9 million or 4.6% to $65.6 million for the first quarter of 2026 compared to $62.7 million for the first quarter of 2025, primarily due to the issuance in February 2025 of $400.0 million senior unsecured notes due April 2035, the issuance in December 2025 of $350.0 million senior unsecured notes due February 2036, and borrowing on the new $300.0 million unsecured term loan in 2025 which resulted in an increase in interest expense of $9.8 million for the first quarter of 2026. These increases to interest expense were partially offset by various debt that was paid off, matured, or regular principal amortization during and after the first quarter of 2025, but primarily due to the payoff of $500.0 million of senior unsecured notes due April 1, 2025, which resulted in a decrease in interest expense of $6.3 million for the first quarter of 2026. Additionally, there was an increase in capitalized interest of $0.6 million in the first quarter of 2026, due to an increase in development activity as compared to the same period in 2025.

Previous wording

Equity income from co-investments increased by $6.2 million or 53.4% to $17.8 million for the third quarter of 2025 compared to $11.6 million for the third quarter of 2024, primarily due to a $5.2 million gain on sale of co-investment communities in the third quarter of 2025, and increases of $3.8 million in unrealized and realized gains from unconsolidated technology co-investments as a result of change in fair value of investments held by the co-investments. The increases were offset by a decrease of $3.3 million in income from preferred equity investments due to fewer outstanding investments at September 30, 2025 compared to the same period in 2024.

Current wording

Equity income from co-investments increased by $10.4 million or 78.8% to $23.6 million for the first quarter of 2026 compared to $13.2 million for the first quarter of 2025, primarily due to an increase of $15.3 million in unrealized and realized gains from unconsolidated technology co-investments as a result of change in fair value of investments held by the co-investments. The increases were partially offset by a decrease of $6.2 million in income from preferred equity investments due to fewer outstanding investments at March 31, 2026 compared to the same period in 2025.

Previous wording

Loss on early retirement of debtof $0.8 million was due to the payoff of debt in conjunction with the disposition of Highridge.

Current wording

Loss on early retirement of debt of $0.8 million for the first quarter of 2025 was due to the payoff of debt in conjunction with the disposition of Highridge with no corresponding activity during the first quarter of 2026.

Previous wording

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

Current wording

Gain on remeasurement of co-investment of $0.3 million for the first quarter of 2025 resulted from the Company’s consolidation of its investment in Artizan with no corresponding activity during the first quarter of 2026.

Previous wording

As of September 30, 2025, the Company had $66.0 million of unrestricted cash and cash equivalents and $84.1 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 the next twelve months. 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.

Current wording

As of March 31, 2026, the Company had $38.0 million of unrestricted cash and cash equivalents and $96.5 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 the next twelve months. 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.

Previous wording

As of September 30, 2025, the Company had two unsecured lines of credit aggregating $1.58 billion. As of September 30, 2025, there was no outstanding balance on the Company’s $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 Secured Overnight Financing Rate (“SOFR”) plus 0.775% as of September 30, 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 September 30, 2025, there was no outstanding balance 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 long-term unsecured credit ratings and was at SOFR plus 0.775% as of September 30, 2025. This facility is scheduled to mature in July 2026.

Current wording

As of March 31, 2026, 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 March 31, 2026, there was no amount outstanding on the Company’s $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 Secured Overnight Financing Rate (“SOFR”) plus 0.775% as of March 31, 2026. 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 March 31, 2026, there was $4.7 million 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 long-term unsecured credit ratings and was at SOFR plus 0.775% as of March 31, 2026. In February 2026, the Company extended the scheduled maturity to July 2028.

Previous wording

In May 2025, the Operating Partnership established an unsecured commercial paper program (the “Commercial Paper Program”) to issue unsecured commercial paper notes with varying maturities up to 397 days from the date of issue (the “Notes”). Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $750.0 million. The Company’s unsecured line of credit facilities serve 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.

Current wording

As of March 31, 2026, 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 March 31, 2026, there were no 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.

Previous wording

In August 2024, the Company entered into a new 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 condensed consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the condensed 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.

Current wording

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 condensed consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the condensed 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.

Previous wording

During the nine months ended September 30, 2025, the Company did not issue any shares of its common stock through the 2024 ATM Program.

Current wording

During the three months ended March 31, 2026, the Company did not issue any shares of its common stock through the 2024 ATM Program.

Previous wording

During the nine months ended September 30, 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 is to be settled by September 2026.

Current wording

During the three months ended March 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 is to be settled by September 2026.

Previous wording

As of September 30, 2025, $900.0 million of shares remain available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.

Current wording

As of March 31, 2026, $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.

Previous wording

In September 2022, the Company announced that its Board of Directors approved a new 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 nine months ended September 30, 2025, the Company did not repurchase any shares and as of September 30, 2025, the Company had $302.7 million of purchase authority remaining under its $500.0 million stock repurchase plan.

Current wording

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 three months ended March 31, 2026, the Company repurchased and retired 205,740 shares totaling $50.2 million, including commissions, at an average price per share of $244.06. As of March 31, 2026, the Company had $252.5 million of purchase authority remaining under the stock repurchase plan.

Previous wording

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 program.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

As of September 30, 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 $139.2 million, and estimated remaining project costs of approximately $218.0 million, for total estimated project costs of $357.2 million.

Current wording

As of March 31, 2026, 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 $159.5 million, and estimated remaining project costs of approximately $182.4 million, for total estimated project costs of $341.9 million.

Previous wording

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 $311.4 million as of September 30, 2025.

Current wording

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 $317.9 million as of March 31, 2026.

Previous wording

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q 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, 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, included estimated remaining and total project costs related to the Company’s development pipeline.

Current wording

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q 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.

Previous wording

(1)Includes political advocacy costs of $1.6 million and $2.0 million for the three and nine months ended September 30, 2025, respectively, and $11.3 million and $18.5 million for the three and nine months ended September 30, 2024, respectively.

Current wording

(1)Includes political advocacy costs of $1.6 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

(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.

Current wording

(2)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.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the nine months ended September 30, 2025 and 2024 was as follows:

Previous report — wording carried elsewhere

The following table provides a breakdown of property revenue amounts, including the revenues attributable to Same-

Previous report — wording carried elsewhere

Gain on sale of real estate and landof $299.5 million was attributable to the dispositions of Highridge, Essex Skyline, The Grand and Fourth & U in 2025. There were no sales of real estate or land during the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

Interest expense increased by $18.4 million or 10.6% to $192.7 million for the nine months ended September 30, 2025 compared to $174.3 million for the nine months ended September 30, 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 $34.5 million for the nine months ended September 30, 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 the nine months ended September 30, 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 $13.8 million for the third quarter of 2025. Additionally, there was an increase in capitalized interest of $2.3 million in the nine months ended September 30, 2025, due to an increase in development activity as compared to the same period in 2024.