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CAMDEN PROPERTY TRUST

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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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.

Sep 30, 2025 · Filed Nov 7, 2025

CPT$99.44-4.1%Stored close · as of Nov 6, 2026
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Note

  1. Commitments and Contingencies

Construction Contracts. As of September 30, 2025, we estimated the total additional cost to complete thethree properties currently under construction to be approximately $269.1 million. We expect to fund this amount through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit facility and through our commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages.

Litigation. We are subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegation of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management currently believes the final outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements.

We have been named as a defendant in several cases alleging antitrust violations by RealPage, Inc. ("RealPage"), a seller of revenue management software and owners and/or operators of multifamily housing, including us, which utilize this software. The complaints allege collusion among the defendants to fix rents in violation of Section 1 of the Sherman Act. The U.S. Judicial Panel on Multidistrict Litigation has consolidated 43 cases, including those filed against us, into a single action in the United States District Court for the Middle District of Tennessee. Separate and apart from these private causes of action, on November 1, 2023, we, along with 13 other owners an/or operators of multifamily housing and RealPage were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of the District of Columbia. On February 28, 2024, we, along with 11 other owners and/or operators of multifamily housing and RealPage were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of Arizona. On January 7, 2025, we along with six other owners and/or operators of multifamily housing, were name in a civil lawsuit brought by the U.S. Department of Justice and ten states against RealPage with similar allegations. Additionally, we have been informed by other state regulators they are investigating this matter. We believe these various lawsuits are without merit and we intend to vigorously defend against them. As these proceedings are still in the discovery phase, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.

Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At September 30, 2025, we had approximately $0.6 million of earnest money deposits for potential acquisitions of land which are included in other assets in our condensed consolidated balance sheet, of which approximately $0.5 million was non-refundable.

Lease Commitments. Substantially all of our lessee operating leases, which are recorded within other liabilities in our condensed consolidated balance sheets, are related to office facility leases. We had no significant changes to our lessee lease commitments for the nine months ended September 30, 2025. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $1.0 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $2.9 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The following is a summary of our maturities of our lease liabilities as of September 30, 2025:

(in millions)
Year ending December 31,Operating Leases
Remainder of 2025$0.2
20260.9
20270.4
20280.2
2029—
Thereafter—
Discount for time value(0.1)
Lease liability as of September 30, 2025 (1)$1.6

(1)In June 2024, the Company signed a new 12-year operating lease for its corporate headquarters. This lease commenced on October 1, 2025, and is not reflected on our condensed consolidated balance sheet as of September 30, 2025. Therefore, the table above excludes future minimum lease payments totalling $29.6 million, as the Company had not yet taken possession of the leased premises as of September 30, 2025.

  1. Income Taxes

We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.

We have recorded income, franchise, sales, and excise taxes in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025 and 2024 as income tax expense. Income taxes for the three and nine months ended September 30, 2025 were comprised mainly of state income and franchise taxes, and federal taxes related to our taxable REIT subsidiaries. We haveno significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.

  1. Fair Value Measurements

The following disclosures present information about our fair value measurements using the inputs and fair value hierarchy discussed in Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."

Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024.

Financial Instruments Measured at Fair Value on a Recurring Basis

September 30, 2025December 31, 2024
(in millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
Other Assets
Deferred compensation plan investments (1)$146.5$—$—$146.5$134.1$—$—$134.1
Derivative financial instruments (fair value hedges)$—$5.7$—$5.7$—$5.3$—$5.3

(1)Approximately $10.8 million and $17.7 million of participant cash was withdrawn from our deferred compensation plan investments during the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

Non-Recurring Fair Value Disclosures. We did not have any non-recurring fair value measurements during the nine months ended September 30, 2025. During the year ended December 31, 2024, we recognized an impairment of approximately $41.0 million related tothree land holdings. The fair market value of the impaired land holdings totaled approximately $46.7 million, which was determined using Level 3 inputs primarily based on comparable sales.

Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, 2025 and December 31, 2024.

September 30, 2025December 31, 2024
(in millions)CarryingValueEstimatedFair ValueCarryingValueEstimatedFair Value
Fixed rate notes payable$2,766.2$2,624.8$2,764.4$2,528.6
Floating rate notes payable (1)974.0982.1721.2733.0

(1) Includes the senior unsecured notes payable and a term loan due in 2026 at September 30, 2025 and December 31, 2024. At September 30, 2025, the floating rate notes payable also includes the commercial paper notes. At December 31, 2024, it also reflects outstanding balances under our unsecured revolving credit facility.

  1. Reportable Segment

Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on size or type and each community has similar long-term economic characteristics and provides similar products and services to our residents. Additionally, all of our operations are within the continental United States and no multifamily apartment community comprises more than 1.5% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment.

The Chief Operating Decision Makers ("CODMs") include the Company's President and Chief Financial Officer and its Executive Vice President - Chief Operating Officer. The CODMs primarily assess performance of the Company based upon net operating income ("NOI"). The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. NOI is measured as total property revenues less total property expenses as reported on the condensed consolidated statements of income and comprehensive income. NOI excludes non-property revenues, other expenses, transactional gains and losses, and income taxes. We consider NOI to be an appropriate measure of operating performance because it reflects the ongoing profitability and performance of our communities without an allocation of corporate level management expense or general and administrative costs. The CODMs utilize NOI to evaluate year-over-year growth of our communities from prior periods, as well as to monitor budget to actual results in assessing performance, allocating resources, and establishing compensation.

The following table details NOI and significant expenses for the three and nine months ended September 30:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2025202420252024
Property revenues$395,676$387,232$1,182,750$1,157,523
Property expenses:
Real estate taxes(49,050)(47,420)(149,413)(145,684)
Salaries and benefits for on-site employees(27,943)(26,489)(81,142)(76,888)
Utilities(28,123)(28,043)(83,662)(80,600)
Repairs and maintenance(19,239)(19,254)(55,384)(54,573)
Other property and maintenance expenses (a)(21,341)(22,154)(59,187)(63,049)
Net operating income$249,980$243,872$753,962$736,729
Non-property income9,39211,03124,13825,179
Other segment expenses (b)(36,189)(37,533)(106,534)(99,430)
Interest expense(34,995)(32,486)(104,160)(97,250)
Depreciation and amortization(159,474)(145,844)(460,834)(436,540)
Impairment associated with land development activities—(40,988)—(40,988)
Loss on early retirement of debt———(921)
Gain on sale of operating properties85,645—132,93843,806
Income tax expense(780)(390)(2,570)(2,354)
Net income (loss)$113,579$(2,338)$236,940$128,231

(a) Other non-significant property segment expenses, include the following other property and maintenance expenses: property insurance, marketing and leasing, property general and administrative, and other property expenses.

(b) Other expenses include property management, fee and asset management, general and administrative, and expense on deferred compensation plans.

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