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ESSEX PROPERTY TRUST, INC.

For the period ended May 13, 2025. Filed Mar 28, 2025.

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May 13, 2025 · Filed Mar 28, 2025

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

Appendix A

****Definitions and**Reconciliation of

Non-GAAP Financial Measures

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.

2025 PROXY STATEMENT​A-1

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the twelve months ended December 31, 2024 and 2023.

​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Twelve Months Ended · ​ · ​ · ​
Consolidated Funds From Operations · ​ · December 31, · ​ · ​ · ​
(Dollars in thousands, except share and per share amounts and in footnotes)​​2024​​2023​% Change​
Net income available to common stockholders​$741,522​$405,825​​​
Adjustments:​​​​​​​​​
Depreciation and amortization​580,220​548,438​​​
Gains not included in FFO​(386,138)​(59,238)​​​
Casualty loss​—​433​​​
Impairment loss from unconsolidated co-investments​3,726​33,700​​​
Depreciation and amortization from unconsolidated co-investments​66,943​71,745​​​
Noncontrolling interest related to Operating Partnership units​26,414​14,284​​​
Depreciation attributable to third party ownership and other(1)​31,191​(1,474)​​​
Funds from operations attributable to common stockholders and unitholders​$1,063,878​$1,013,713​​​
FFO per share-diluted​$15.99​$15.24​4.9%
Non-core items:​​​​​​​​​
Expensed acquisition and investment related costs​$72​$595​​​
Tax (benefit) expense on unconsolidated co-investments(2)​(929)​697​​​
Realized and unrealized gains on marketable securities, net​(8,347)​(10,006)​​​
Provision for credit losses​(179)​70​​​
Equity income from non-core co-investments(3)​(10,344)​(1,685)​​​
Co-investment promote income​(1,531)​—​​​
Income from early redemption of preferred equity investments and notes receivable​—​(285)​​​
General and administrative and other, net(4)​39,341​6,629​​​
Insurance reimbursements, legal settlements, and other, net(5)​(43,794)​(9,821)​​​
Core funds from operations attributable to common stockholders and unitholders​$1,038,167​$999,907​​​
Core FFO per share-diluted​$15.60​$15.03​3.8%
Weighted average number of shares outstanding diluted(6)​66,533,908​66,514,456​​​
(1)The Company consolidates certain co-investments. The noncontrolling interest’s share of net operating income in these investments for the years ended December 31, 2024 and 2023 were $2.9 million and $3.3 million, respectively. For the year ended December 31, 2024, the amount includes $32.4 million of gain on sale attributable to noncontrolling interest.
(2)Represents tax related to net unrealized gains or losses on technology co-investments.
(3)Represents the Company’s share of co-investment income or loss from technology co-investments.
(4)Includes political advocacy costs of $33.3 million and $4.1 million for the years ended December 31, 2024 and 2023 respectively.
(5)Includes legal settlement gains of $42.5 million and $7.7 million for the years ended December 31, 2024, 2023 and 2022 respectively.
(6)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-2​ESSEX PROPERTY TRUST, INC.

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.

2025 PROXY STATEMENT​A-3

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

​​​​
​ · ​ · ​
​Three
​ · ​ · Months Ended
​ · ​ · December 31,
(Dollars in thousands) · ​ · 2024
Net income available to common stockholders​$257,453
Adjustments:​
Net income attributable to noncontrolling interest​44,240
Interest expense, net(1)​60,377
Depreciation and amortization​148,435
Income tax provision​100
Gain on sale of real estate and land​(175,583)
Gain on remeasurement of co-investment​​(40,646)
Co-investment EBITDAre adjustments​23,788
EBITDAre​318,164
Realized and unrealized losses on marketable securities, net​2,298
Provision for credit losses​(63)
Equity income from non-core co-investments​(4,062)
Tax (expense) benefit on unconsolidated co-investments​270
General and administrative and other, net​16,938
Insurance reimbursements and legal settlements, net​118
Expensed acquisition and investment related costs​4
Adjusted EBITDAre​$333,667
(1)Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges.
A-4​ESSEX PROPERTY TRUST, INC.

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:

​​​​
​ · ​ · December 31,
(Dollars in thousands) · ​ · 2024
Total consolidated debt, net​$6,601,617
Total debt from co-investments at pro rata share​1,007,518
Adjustments:​​​
Consolidated unamortized premiums, discounts, and debt issuance costs​​29,011
Pro rata co-investments unamortized premiums, discounts, and debt issuance costs​​3,881
Consolidated cash and cash equivalents-unrestricted​​(66,795)
Pro rata co-investment cash and cash equivalents-unrestricted​​(29,820)
Marketable securities​​(69,794)
Net Indebtedness​$7,475,618
​​​​
Adjusted EBITDAre, annualized(1)​$1,334,668
Other EBITDAre normalization adjustments, net, annualized(2)​​6,456
Adjusted EBITDAre, normalized and annualized​$1,341,124
​​​​
Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized​​5.6
(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.
2025 PROXY STATEMENT​A-5

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 Ended
​ · ​ · December 31,
(Dollars in thousands)​2024​2023
Earnings from operations​$703,095​$584,342
Adjustments:​​
Corporate-level property management expenses​48,218​45,872
Depreciation and amortization​580,220​548,438
Management and other fees from affiliates​(10,265)​(11,131)
General and administrative​98,902​63,474
Expensed acquisition and investment related costs​72​595
Casualty loss​—​433
Gain on sale of real estate and land​(175,583)​(59,238)
NOI​1,244,659​1,172,785
Less: Non-same-property NOI​(96,666)​(53,485)
Same-Property NOI​$1,147,993​$1,119,300
A-6​ESSEX PROPERTY TRUST, INC.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V69233-P22926-Z89146 1a. John V. Arabia 1b. Keith R. Guericke 1c. Anne B. Gust 1d. Maria R. Hawthorne 1e. Amal M. Johnson 1f. Mary Kasaris 1g. Angela L. Kleiman 1h. Irving F. Lyons, III 1i. George M. Marcus For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Nominees: 2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025. 3. Advisory vote to approve the Company’s named executive officer compensation. NOTE: Also includes authorization to vote upon such other business as may properly come before the meeting and any postponement or adjournment thereof. 1. Election of Directors Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ESSEX PROPERTY TRUST, INC. The Board of Directors recommends you vote “FOR” the following: The Board of Directors recommends you vote "FOR" proposals 2 and 3: SCAN TO VIEW MATERIALS & VOTEw ESSEX PROPERTY TRUST, INC. 1100 PARK PLACE, SUITE 200 SAN MATEO, CA 94403 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Time, on May 12, 2025 for shares held directly and by 11:59 p.m., Eastern Time, on May 8, 2025 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ESS2025 You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m., Eastern Time, on May 12, 2025 for shares held directly and by 11:59 p.m., Eastern Time, on May 8, 2025 for shares held in a Plan. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

V69234-P22926-Z89146 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report/10-K are available at www.proxyvote.com. ESSEX PROPERTY TRUST, INC. www.virtualshareholdermeeting.com/ESS2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON MAY 13, 2025 Angela L. Kleiman and Anne Morrison (the "Proxyholders"), or either of them, each with the full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Essex Property Trust, Inc. to be held on Tuesday, May 13, 2025 at 10:00 a.m., Pacific Time, exclusively online via the Internet at www.virtualshareholdermeeting.com/ESS2025 and any postponement(s) or adjournment(s) thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxyholders will have authority to vote FOR the election of all director nominees and FOR proposals 2 and 3. In their discretion, the Proxyholders are authorized to vote upon such other business as may properly come before the Annual Meeting. SEE REVERSE SIDE: If you wish to vote in accordance with the Board of Directors' recommendations, just sign and date the reverse side. You need not mark any boxes. Continued and to be signed on reverse side SEE REVERSE SIDE SEE REVERSE SIDE

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