ESSEX PORTFOLIO LP
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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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.
Sep 30, 2026 · Filed Oct 28, 2026
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
Except as described below, during the three months ended September 30, 2026, none of our officers or directors adopted, modified, orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
On August 27, 2026, Barbara Pak, Executive Vice President and Chief Financial Officer, entered into a "Rule 10b5-1 trading arrangement", as such item is defined in Item 408(a) of Regulation S-K, that provides for the potential exercise of stock options and associated sale of up to 22,907 shares of common stock. The plan will expire on August 28, 2029, subject to early termination for certain specified events as set forth in the plan.
Amendment and Restatement of Executive Severance Plan
The following disclosure is included in this Quarterly Report on Form 10-Q in lieu of filing a Current Report on Form 8-K with respect to disclosure required under Item 5.02 thereof.
On October 23, 2026, the Compensation Committee of the Board of Directors of the Company approved an amendment and restatement of the Essex Property Trust, Inc. Executive Severance Plan (as amended and restated, the “Restated Severance Plan”). The Restated Severance Plan provides for the payment of severance and other benefits to participants in the event of a qualifying termination of employment with the Company. Each of the Company’s executive officers is eligible to participate in the Restated Severance Plan.
Under the Restated Severance Plan, in the event of a termination of employment by the Company without cause outside of the change in control context, an executive will be eligible to receive: (i) a lump-sum cash payment equal to 12 months’ base salary (or 24 months’ base salary for the Chief Executive Officer (“CEO”)); plus (ii) a lump-sum cash payment equal to the executive’s target annual bonus for the year of termination (or 2 times target annual bonus for the CEO); plus (iii) for the CEO, a lump-sum cash payment equal to the CEO’s target annual bonus for the year of termination, pro-rated for the portion of the year elapsed prior to termination; plus (iv) a lump-sum cash payment equal to 12 months (or 24 months for the CEO) of COBRA health and dental premiums and life insurance premiums. In addition, the CEO will vest in full in each outstanding equity award held by the CEO as of the termination date (except for performance-vesting awards, which will continue to be governed by the terms of the applicable award agreement).
In the event of a termination of employment by the Company without cause or by the executive for good reason within three months prior to a change in control or within 24 months following a change in control, the Restated Severance Plan provides that the executive will be eligible to receive: (i) a lump-sum cash payment equal to 2.5 times the executive’s base salary (or 3 times base salary for the CEO); plus (ii) a lump-sum cash payment equal to 2.5 times (or 2.95 times for the CEO) the average of the executive’s annual bonuses for the three calendar years prior to the termination date; plus (iii) a lump-sum cash payment equal to the executive’s annual bonus for the year of termination based on actual performance, pro-rated for the portion of the year elapsed prior to termination; plus (iv) a lump-sum cash payment equal to 24 months of COBRA premium payments and life insurance premium payments at the rate in effect at the time of termination; plus (v) accelerated vesting of each outstanding equity award held by the executive as of the termination date (except for performance-vesting awards granted prior to the change in control, which will continue to be governed by the terms of the applicable award agreement); plus (vi) Company-paid outplacement services, up to a maximum expense of $20,000, to be used within 24 months following termination.
In the event of a termination due to death or disability, the Restated Severance Plan provides that an executive will be eligible to receive: (i) a lump-sum cash payment equal to 12 months’ base salary (or 24 months’ base salary for the CEO); plus (ii) a lump-sum cash payment equal to the executive’s target annual bonus for the year of termination (or 2 times target annual bonus for the CEO); plus (iii) a lump-sum cash payment equal to 12 months of COBRA health and dental premiums; plus (iv) accelerated vesting of each outstanding equity award held by the executive as of the termination date (except for performance-vesting awards, which will continue to be governed by the terms of the applicable award agreement).
An executive’s right to receive the severance payments and benefits described above (other than in the case of death) is subject to delivery and non-revocation of a general release of claims in favor of the Company and continued compliance with any applicable restrictive covenants.
The foregoing description of the Restated Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Severance Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
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