Essex Property Trust Q3 EPS falls to $1.52
Lincoln Landing has 474 apartment units and a $205.3 million contract price; a separate 378-unit community was also acquired after quarter end.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Essex Property Trust, Inc. (ESS) reported third-quarter 2026 total revenue of $492.7 million, versus $473.3 million a year earlier. Net income available to common stockholders was $98.1 million, versus $164.6 million, and diluted EPS was $1.52, versus $2.56. The quarter included a $10.7 million impairment loss; gain on sale of real estate and land was $6.8 million, compared with $62.3 million a year earlier.
For the nine months ended September 30, 2026, net income available to common stockholders was $266.7 million versus $589.1 million, while real estate and land sale gains were $8.8 million versus $299.5 million. General and administrative expense was $109.7 million versus $51.5 million. Net cash provided by operating activities was $874.6 million, compared with $840.2 million.
After quarter end, Essex acquired a 378-unit apartment community that it will consolidate in the fourth quarter of 2026, and acquired 474-unit Lincoln Landing in Hayward, California, for a $205.3 million contract price. In September, it entered a $275.0 million unsecured term loan priced at SOFR plus 0.800%, maturing in September 2029 with two one-year extension options exercisable at its option.
0 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointThird-quarter net income available to common stockholders: $98.1 million, versus $164.6 million a year earlier.
Key Figures
Total revenue: $492.7 million
Net income available to common stockholders: $98.1 million
Diluted earnings per share: $1.52
+4 more
7 metrics
Total revenue
$492.7 million
Three months ended September 30, 2026; $473.3 million in 2025
Net income available to common stockholders
$98.1 million
Three months ended September 30, 2026; $164.6 million in 2025
Diluted earnings per share
$1.52
Three months ended September 30, 2026; $2.56 in 2025
Net cash provided by operating activities
$874.6 million
Nine months ended September 30, 2026; $840.2 million in 2025
Total debt, net
$6,605.8 million
As of September 30, 2026
Unsecured term loan
$275.0 million
Entered in September 2026; maturity in September 2029
Lincoln Landing acquisition
474 units; $205.3 million contract price
Acquired after quarter end in Hayward, California
Key Terms
Secured Overnight Financing Rate, net operating income, umbrella partnership REIT, equity method of accounting, +1 more
5 terms
Secured Overnight Financing Rate financial
"priced at Secured Overnight Financing Rate (“SOFR”) plus 0.800%"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
net operating income financial
"use net operating income (“NOI”) to assess the performance"
Net operating income is the profit a business makes from its core operations after subtracting the costs directly related to running those operations, but before accounting for taxes, interest, or other expenses. It shows how efficiently a company is generating income from its main activities. Investors use this figure to assess the company's operational performance and profitability.
umbrella partnership REIT technical
"structured as an umbrella partnership REIT (“UPREIT”)"
equity method of accounting financial
"accounts for co-investments using the equity method of accounting"
An equity method of accounting is the way a company reports its financial interest in another business when it has significant influence but not full control, typically owning between about 20% and 50% of the voting stock. Instead of listing the investment at purchase cost or consolidating every line item, the investor records its proportional share of the other company’s profits or losses and adjusts the investment value for dividends or impairments, so investors see the economic impact of that stake. This matters because it changes reported earnings and asset values in a way that reflects ongoing performance—similar to showing your share of a small business’s monthly profit on your own books rather than just the amount you originally paid for your share—and helps gauge how much influence that stake has on the investor’s financial health.
anti-dilutive financial
"because they were anti-dilutive"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were ESS's third-quarter 2026 results?
ESS reported total revenue of $492.7 million for the three months ended September 30, 2026, versus $473.3 million a year earlier. Net income available to common stockholders was $98.1 million versus $164.6 million, and diluted EPS was $1.52 versus $2.56.
What properties did ESS acquire after the third quarter?
After quarter end, ESS acquired a 378-unit apartment community that it will consolidate in the fourth quarter of 2026, and acquired Lincoln Landing, a 474-unit community in Hayward, California, for a $205.3 million contract price.
What is ESS's current stock repurchase authorization?
The board approved a plan in May 2026 allowing ESS to acquire up to $500.0 million of common stock, without an expiration date. ESS repurchased no shares under the current plan through September 30, 2026; it had $500.0 million of purchase authority remaining on that date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
OR
For the transition period from ________to _________
(Commission File Number)
(Exact name of Registrant as Specified in its Charter)
| (Essex Property Trust, Inc.) | (Essex Property Trust, Inc.) | |||||||
| (Essex Portfolio, L.P.) | (Essex Portfolio, L.P.) | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of Principal Executive Offices, Including Zip Code)
(650 ) 655-7800
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Essex Property Trust, Inc. | ☒ | No | ☐ | Essex Portfolio, L.P. | ☒ | No | ☐ | ||||||||||||||||||||||
i
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Essex Property Trust, Inc. | ☒ | No | ☐ | Essex Portfolio, L.P. | ☒ | No | ☐ | ||||||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Essex Property Trust, Inc.:
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
Essex Portfolio, L.P.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Essex Property Trust, Inc. | ☐ | Essex Portfolio, L.P. | ☐ | ||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Essex Property Trust, Inc. | Yes | ☐ | No | Essex Portfolio, L.P. | Yes | ☐ | No | ||||||||||||||||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 64,337,514 shares of Common Stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding as of October 21, 2026.
ii
EXPLANATORY NOTE
This report combines the reports on Form 10-Q for the three and nine-month periods ended September 30, 2026 of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a California limited partnership of which Essex Property Trust, Inc. is the sole general partner.
Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us,” or “our” mean collectively Essex Property Trust, Inc. and those entities/subsidiaries owned or controlled by Essex Property Trust, Inc., including Essex Portfolio, L.P., and references to the “Operating Partnership” or “EPLP” mean Essex Portfolio, L.P. and those entities/subsidiaries owned or controlled by Essex Portfolio, L.P. Unless stated otherwise or the context otherwise requires, references to “Essex” mean Essex Property Trust, Inc., not including any of its subsidiaries.
Essex operates as a self-administered and self-managed real estate investment trust (“REIT”), and is the sole general partner of the Operating Partnership. As of September 30, 2026, Essex owned approximately 96.7% of the ownership interest in the Operating Partnership with the remaining 3.3% interest owned by limited partners. As the sole general partner of the Operating Partnership, Essex has exclusive control of the Operating Partnership’s day-to-day management.
The Company is structured as an umbrella partnership REIT (“UPREIT”) and Essex contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, Essex receives a number of Operating Partnership limited partnership units (“OP Units,” and the holders of such OP Units, “Unitholders”) equal to the number of shares of common stock it has issued in the equity offerings. Contributions of properties to the Operating Partnership can be structured as tax-deferred transactions through the issuance of OP Units, which is one of the reasons why the Company is structured in the manner outlined above. Based on the terms of the Operating Partnership’s partnership agreement, OP Units can be exchanged into Essex common stock on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units issued to Essex and shares of common stock.
The Company believes that combining the reports on Form 10-Q of Essex and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of Essex and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both Essex and the Operating Partnership; and
•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates Essex and the Operating Partnership as one business. The management of Essex consists of the same members as the management of the Operating Partnership.
All of the Company’s property ownership, development, and related business operations are conducted through the Operating Partnership and Essex has no material assets, other than its investment in the Operating Partnership. Essex’s primary function is acting as the general partner of the Operating Partnership. As general partner with control of the Operating Partnership, Essex consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of Essex and the Operating Partnership are the same on their respective financial statements. Essex also issues equity from time to time and guarantees certain debt of the Operating Partnership, as disclosed in this report. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its co-investments. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the Company, which are contributed to the capital of the Operating Partnership in exchange for OP Units (on a one-for-one share of common stock per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company’s business. These sources of capital include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facilities, the issuance of secured and unsecured debt and equity securities, and proceeds received from disposition of certain properties and co-investments.
iii
The Company believes it is important to understand the few differences between Essex and the Operating Partnership in the context of how Essex and the Operating Partnership operate as a consolidated company. Stockholders’ equity, partners’ capital, and noncontrolling interest are the main areas of difference between the condensed consolidated financial statements of Essex and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s condensed consolidated financial statements and as noncontrolling interest in Essex’s condensed consolidated financial statements. The noncontrolling interest in the Operating Partnership’s condensed consolidated financial statements includes the interest of unaffiliated partners in various consolidated partnerships and co-investment partners. The noncontrolling interest in Essex’s condensed consolidated financial statements includes (i) the same noncontrolling interest as presented in the Operating Partnership’s condensed consolidated financial statements and (ii) OP Unitholders. The differences between stockholders’ equity and partners’ capital result from differences in the equity issued at Essex and Operating Partnership levels.
To help investors understand the significant differences between Essex and the Operating Partnership, this report on Form 10-Q provides separate condensed consolidated financial statements for Essex and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of stockholders’ equity or partners’ capital, and earnings per share/unit, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This report on Form 10-Q also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Essex and the Operating Partnership in order to establish that the requisite certifications have been made and that Essex and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. §1350.
In order to highlight the differences between Essex and the Operating Partnership, the separate sections in this report on Form 10-Q for Essex and the Operating Partnership specifically refer to Essex and the Operating Partnership. In the sections that combine disclosure of Essex and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and co-investments and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of Essex and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
The information furnished in the accompanying unaudited condensed consolidated balance sheets, statements of income and comprehensive income, equity, capital, and cash flows of the Company and the Operating Partnership reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods and are normal and recurring in nature, except as otherwise noted.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to such unaudited condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations herein. Additionally, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
iv
ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
FORM 10-Q
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | Page No. | |||||||
| Item 1. | Condensed Consolidated Financial Statements of Essex Property Trust, Inc. (Unaudited) | |||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 2 | |||||||
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 | 3 | |||||||
Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2026 and 2025 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 8 | |||||||
| Condensed Consolidated Financial Statements of Essex Portfolio, L.P. (Unaudited) | ||||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 10 | |||||||
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 | 11 | |||||||
Condensed Consolidated Statements of Capital for the three and nine months ended September 30, 2026 and 2025 | 12 | |||||||
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 16 | |||||||
Notes to Condensed Consolidated Financial Statements | 18 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risks | 49 | ||||||
| Item 4. | Controls and Procedures | 50 | ||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 51 | ||||||
| Item 1A. | Risk Factors | 51 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51 | ||||||
| Item 3. | Defaults Upon Senior Securities | 52 | ||||||
| Item 4. | Mine Safety Disclosures | 52 | ||||||
| Item 5. | Other Information | 52 | ||||||
| Item 6. | Exhibits | 54 | ||||||
Signatures | 55 | |||||||
1
Table of Contents
Part I – Financial Information
Item 1. Condensed Consolidated Financial Statements
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate investments: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Real estate under development | |||||||||||
| Co-investments | |||||||||||
| Cash and cash equivalents-unrestricted | |||||||||||
| Cash and cash equivalents-restricted | |||||||||||
| Marketable securities | |||||||||||
Notes and other receivables, net of allowance for credit losses of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Unsecured debt, net | $ | $ | |||||||||
| Mortgage notes payable, net | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Construction payable | |||||||||||
| Dividends payable | |||||||||||
| Distributions in excess of investments in co-investments | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Equity: | |||||||||||
Common stock; $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of accumulated earnings | ( | ( | |||||||||
| Accumulated other comprehensive income, net | |||||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental and other property | $ | $ | $ | $ | |||||||||||||||||||
| Management and other fees from affiliates | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating, excluding real estate taxes | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Corporate-level property management expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Expensed acquisition and investment related costs | |||||||||||||||||||||||
| Impairment loss | |||||||||||||||||||||||
| Gain on sale of real estate and land | |||||||||||||||||||||||
| Earnings from operations | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Total return swap income | |||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Equity income from co-investments | |||||||||||||||||||||||
| Tax benefit (expense) on unconsolidated technology co-investments | ( | ||||||||||||||||||||||
| Loss on early retirement of debt | ( | ||||||||||||||||||||||
| Gain on remeasurement of co-investment | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to controlling interest | $ | $ | $ | $ | |||||||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding during the period | |||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding during the period | |||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2026 and 2025
(Unaudited)
(In thousands, except per share amounts)
| Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
4
Table of Contents
| Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock, net | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value and redemptions of redeemable noncontrolling interest | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest from acquisition | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
5
Table of Contents
| Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
6
Table of Contents
| Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
7
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Straight-lined rents | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of discount and debt financing costs, net | |||||||||||
| Realized and unrealized gains on marketable securities, net | ( | ( | |||||||||
| Provision for credit losses | ( | ||||||||||
| Company’s share of gain on the sales of co-investments | ( | ( | |||||||||
| Equity income from co-investments | ( | ( | |||||||||
| Operating distributions from co-investments | |||||||||||
| Accrued interest from notes and other receivables | ( | ( | |||||||||
| Impairment loss | |||||||||||
| Gain on the sale of real estate and land | ( | ( | |||||||||
| Equity-based compensation | |||||||||||
| Loss on early retirement of debt | |||||||||||
| Gain on remeasurement of co-investment | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | |||||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to real estate: | |||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | ( | ( | |||||||||
| Redevelopment | ( | ( | |||||||||
| Development acquisitions of and additions to real estate under development | ( | ( | |||||||||
| Capital expenditures on rental properties | ( | ( | |||||||||
| Investments in notes receivable | ( | ( | |||||||||
| Collections of notes and other receivables | |||||||||||
| Proceeds from insurance for property losses | |||||||||||
| Proceeds from dispositions of real estate | |||||||||||
| Contributions to co-investments | ( | ( | |||||||||
| Changes in refundable deposits | |||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Sales and maturities of marketable securities | |||||||||||
| Non-operating distributions from co-investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from unsecured debt and mortgage notes | |||||||||||
| Payments on unsecured debt and mortgage notes | ( | ( | |||||||||
| Proceeds from lines of credit and commercial paper | |||||||||||
| Repayments of lines of credit and commercial paper | ( | ( | |||||||||
| Retirement of common stock | ( | ||||||||||
8
Table of Contents
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Additions to deferred charges | ( | ( | |||||||||
| Payments related to debt prepayment penalties | ( | ||||||||||
| Net proceeds (costs) from issuance of common stock | ( | ||||||||||
| Net proceeds from stock options exercised | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Redemption of noncontrolling interest | ( | ( | |||||||||
| Common stock dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in unrestricted and restricted cash and cash equivalents | ( | ( | |||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | |||||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest (net of $ | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Issuance of Operating Partnership units for contributed properties | $ | $ | |||||||||
| Redemption of preferred equity investments upon acquisition of consolidated co-investments | $ | $ | |||||||||
| Reclassifications to (from) redeemable noncontrolling interest from (to) additional paid-in capital and noncontrolling interest | $ | $ | ( | ||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
9
Table of Contents
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except unit amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate investments: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Real estate under development | |||||||||||
| Co-investments | |||||||||||
| Cash and cash equivalents-unrestricted | |||||||||||
| Cash and cash equivalents-restricted | |||||||||||
| Marketable securities | |||||||||||
Notes and other receivables, net of allowance for credit losses of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Unsecured debt, net | $ | $ | |||||||||
| Mortgage notes payable, net | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Construction payable | |||||||||||
| Distributions payable | |||||||||||
| Distributions in excess of investments in co-investments | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Capital: | |||||||||||
| General Partner: | |||||||||||
Common equity ( | |||||||||||
| Limited Partners: | |||||||||||
Common equity ( | |||||||||||
| Accumulated other comprehensive income, net | |||||||||||
| Total partners’ capital | |||||||||||
| Noncontrolling interest | |||||||||||
| Total capital | |||||||||||
| Total liabilities and capital | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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Table of Contents
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except unit and per unit amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental and other property | $ | $ | $ | $ | |||||||||||||||||||
| Management and other fees from affiliates | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating, excluding real estate taxes | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Corporate-level property management expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Expensed acquisition and investment related costs | |||||||||||||||||||||||
| Impairment loss | |||||||||||||||||||||||
| Gain on sale of real estate and land | |||||||||||||||||||||||
| Earnings from operations | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Total return swap income | |||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Equity income from co-investments | |||||||||||||||||||||||
| Tax benefit (expense) on unconsolidated technology co-investments | ( | ||||||||||||||||||||||
| Loss on early retirement of debt | ( | ||||||||||||||||||||||
| Gain on remeasurement of co-investment | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to controlling interest | $ | $ | $ | $ | |||||||||||||||||||
| Per unit data: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common units outstanding during the period | |||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common units outstanding during the period | |||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
11
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ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Capital for the three and nine months ended September 30, 2026 and 2025
(Unaudited)
(In thousands, except per unit amounts)
| General Partner | Limited Partners | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner’s stock based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
Distributions declared ($ | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
12
Table of Contents
| General Partner | Limited Partners | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner’s stock based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Retirement of common units, net | ( | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value and redemptions of redeemable noncontrolling interest | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest from acquisition | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | — | ( | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Distributions declared ($ | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
13
Table of Contents
| General Partner | Limited Partners | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner’s stock based compensation, net | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Distributions declared ($ | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
14
Table of Contents
| General Partner | Limited Partners | Accumulated Other Comprehensive Income, net | Noncontrolling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities, net | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner’s stock based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | ( | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Distributions declared ($ | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
15
Table of Contents
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Straight-lined rents | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of discount and debt financing costs, net | |||||||||||
| Realized and unrealized gains on marketable securities, net | ( | ( | |||||||||
| Provision for credit losses | ( | ||||||||||
| Company’s share of gain on the sales of co-investments | ( | ( | |||||||||
| Equity income from co-investments | ( | ( | |||||||||
| Operating distributions from co-investments | |||||||||||
| Accrued interest from notes and other receivables | ( | ( | |||||||||
| Impairment loss | |||||||||||
| Gain on the sale of real estate and land | ( | ( | |||||||||
| Equity-based compensation | |||||||||||
| Loss on early retirement of debt | |||||||||||
| Gain on remeasurement of co-investment | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | |||||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to real estate: | |||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | ( | ( | |||||||||
| Redevelopment | ( | ( | |||||||||
| Development acquisitions of and additions to real estate under development | ( | ( | |||||||||
| Capital expenditures on rental properties | ( | ( | |||||||||
| Investments in notes receivable | ( | ( | |||||||||
| Collections of notes and other receivables | |||||||||||
| Proceeds from insurance for property losses | |||||||||||
| Proceeds from dispositions of real estate | |||||||||||
| Contributions to co-investments | ( | ( | |||||||||
| Changes in refundable deposits | |||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Sales and maturities of marketable securities | |||||||||||
| Non-operating distributions from co-investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from unsecured debt and mortgage notes | |||||||||||
| Payments on unsecured debt and mortgage notes | ( | ( | |||||||||
| Proceeds from lines of credit and commercial paper | |||||||||||
| Repayments of lines of credit and commercial paper | ( | ( | |||||||||
| Retirement of common units | ( | ||||||||||
| Additions to deferred charges | ( | ( | |||||||||
16
Table of Contents
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Payments related to debt prepayment penalties | ( | ||||||||||
| Net proceeds (costs) from issuance of common units | ( | ||||||||||
| Net proceeds from stock options exercised | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Redemption of noncontrolling interests | ( | ( | |||||||||
| Common units distributions paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in unrestricted and restricted cash and cash equivalents | ( | ( | |||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | |||||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest (net of $ | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Issuance of Operating Partnership units for contributed properties | $ | $ | |||||||||
| Redemption of preferred equity investments upon acquisition of co-investments | $ | $ | |||||||||
| Reclassifications to (from) redeemable noncontrolling interest from (to) general and limited partner capital and noncontrolling interest | $ | $ | ( | ||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
17
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
(1) Organization and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex” or the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the “Operating Partnership,” which holds the operating assets of the Company), prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented have been included and are normal and recurring in nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2025. Unless otherwise indicated, the notes to condensed consolidated financial statements apply to both the Company and the Operating Partnership.
All significant intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.
The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 include the accounts of the Company and the Operating Partnership. Essex is the sole general partner of the Operating Partnership, with a 96.7 % and 96.6 % general partnership interest as of September 30, 2026 and December 31, 2025, respectively. Total Operating Partnership limited partnership units (“OP Units,” and the holders of such OP Units, “Unitholders”) outstanding were 2,183,943 and 2,250,339 as of September 30, 2026 and December 31, 2025, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $588.3 million and $588.9 million as of September 30, 2026 and December 31, 2025, respectively. The Company has reserved shares of common stock for such conversions.
As of September 30, 2026, the Company owned or had ownership interests in 255 operating apartment home communities, comprising 62,436 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of one consolidated project and various predevelopment projects (collectively, the “Portfolio”). The operating apartment home communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.
Recent Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. In addition, disclosures for property, plant, and equipment will be required for all capitalized software costs. ASU 2025-06 will be effective for the Company beginning January 1, 2028 and early adoption is permitted. Upon adoption, the new standard may be applied prospectively, retrospectively, or using a modified transition approach. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated results of operations and financial position.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, the FASB issued ASU No. 2025-01 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2024-03 requires disaggregated information for specified categories of expenses to be presented in the notes to the financial statements. ASU 2024-03, as clarified by ASU 2025-01, will be effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. Early adoption is permitted. The new standards may be applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior periods presented. The Company is currently evaluating the impact of these standards on its consolidated results of operations and financial position.
18
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
Accounting Pronouncements Adopted in the Current Year
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 provides for a practical expedient that allows an entity to assume that conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. ASU 2025-05 is effective for the Company beginning January 1, 2026, with early adoption permitted, and is required to be applied prospectively. The Company adopted ASU 2025-05 as of January 1, 2026. This adoption did not have a material impact on its consolidated results of operations or financial position.
Revenues and Gains on Sale of Real Estate and Land
Revenues from tenants renting or leasing apartment homes are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis, else, adjustments are made to conform to a straight-line basis. Apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease. See Note 3, Revenues, for additional information regarding such revenues.
The Company also generates other property-related revenue associated with the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned.
Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer. For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized are determined each quarter based on the management fee calculated and earned for that month or quarter. The contract will contain a description of the service and the fee percentage for management services. Payments from such services are one month or one quarter in arrears of the service performed.
The Company recognizes any gains on sales of real estate and land when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.
Marketable Securities
The Company reports its equity securities and available-for-sale debt securities at fair value, based on quoted market prices (Level 1 for the equity securities and Level 2 for the available for sale debt securities, as defined by the FASB standard for fair value measurements). As of September 30, 2026 and December 31, 2025, none and less than $0.1 million, respectively, of equity securities presented within common stock, preferred stock, and stock funds in the tables below represented investments measured at fair value, using net asset value as a practical expedient, and were not categorized in the fair value hierarchy.
Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income. Any realized and unrealized gain or loss in equity securities, realized gain in debt securities, and interest income are included in interest and other income in the condensed consolidated statements of income and comprehensive income. There were no other-than-temporary impairment charges for the three and nine months ended September 30, 2026 and 2025.
As of September 30, 2026 and December 31, 2025, equity securities and available for sale debt securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds, U.S. Treasury and agency securities, certificates of deposit, corporate debt securities, and municipal debt securities.
19
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
As of September 30, 2026 and December 31, 2025, marketable securities consisted of the following ($ in thousands):
| September 30, 2026 | |||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gain (Loss) | Carrying Value | |||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||
| Common stock, preferred stock, and stock funds | $ | $ | $ | ||||||||||||||||||||||||||
| Available for sale debt securities: | |||||||||||||||||||||||||||||
| U.S. Treasury and agency securities | ( | ||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||||||||
| Municipal debt securities | ( | ||||||||||||||||||||||||||||
| Total - Marketable securities | $ | $ | $ | ||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gain | Carrying Value | |||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||
| Investment funds - debt securities | $ | $ | $ | ||||||||||||||||||||||||||
| Common stock, preferred stock, and stock funds | |||||||||||||||||||||||||||||
| Available for sale debt securities: | |||||||||||||||||||||||||||||
| U.S. Treasury and agency securities | |||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||
| Municipal debt securities | |||||||||||||||||||||||||||||
| Total - Marketable securities | $ | $ | $ | ||||||||||||||||||||||||||
Variable Interest Entities
In accordance with accounting standards for consolidation of variable interest entities (“VIEs”), the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising ten communities), and three co-investments as of September 30, 2026. As of December 31, 2025, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising ten communities), and four co-investments. The Company consolidated these entities because it was the primary beneficiary. Essex has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were $933.9 million and $219.0 million, respectively, as of September 30, 2026 and $970.6 million and $242.5 million, respectively, as of December 31, 2025. Noncontrolling interests in these entities were $101.1 million and $101.2 million as of September 30, 2026 and December 31, 2025, respectively. The Company’s financial risk in each VIE is limited to its equity investment in the VIE. As of September 30, 2026 and December 31, 2025, the Company was not deemed to be the primary beneficiary of any other VIEs and did not have any VIEs of which it was not deemed to be the primary beneficiary.
Equity-based Compensation
20
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
Fair Value of Financial Instruments
Management estimates that the carrying amounts of the outstanding balances under its lines of credit, commercial paper, and notes and other receivables approximate fair value as of September 30, 2026 and December 31, 2025, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s fixed rate debt, including variable rate debt swapped to fixed rate, with a carrying value of $6.1 billion and $6.5 billion as of September 30, 2026 and December 31, 2025, respectively, was approximately $5.7 billion and $6.4 billion, respectively. Management has estimated that the fair value of the Company’s $530.7 million and $257.7 million of variable rate debt at September 30, 2026 and December 31, 2025, respectively, was approximately $529.0 million and $256.2 million, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and lines of credit compared to those available in the marketplace. Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities, and dividends payable approximate fair value as of September 30, 2026 and December 31, 2025 due to the short-term maturity of these instruments. Marketable securities are carried at fair value as of September 30, 2026 and December 31, 2025.
Capitalization of Costs
Co-investments
The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S. GAAP. Therefore, the Company accounts for co-investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings, less distributions received and the Company’s share of losses. The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.
Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of the co-investment in the condensed consolidated statements of income and comprehensive income equal to the amount by which the fair value of the co-investment interest, using Level 2 inputs, exceeds or is in deficit of the Company’s carrying value of the co-investment. A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved. Management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible. Any promote fees are reflected in equity income from co-investments.
The Company evaluates its co-investments for impairment and records a loss if the carrying value is greater than the fair value of the investment and the impairment is other-than-temporary.
21
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
Changes in Accumulated Other Comprehensive Income, Net by Component
Essex Property Trust, Inc.
($ in thousands):
| Change in Fair Value of Derivatives and Amortization of Swap Settlements | Unrealized Gain (Loss) on Available for Sale Debt Securities | Total | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| Other comprehensive income (loss) before reclassification | ( | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | $ | |||||||||||||
Essex Portfolio, L.P.
($ in thousands):
| Change in Fair Value of Derivatives and Amortization of Swap Settlements | Unrealized Gain (Loss) on Available for Sale Debt Securities | Total | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| Other comprehensive income (loss) before reclassification | ( | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | $ | |||||||||||||
Amounts reclassified from accumulated other comprehensive income, net in connection with derivatives are recorded in interest expense in the condensed consolidated statements of income and comprehensive income. Realized gains and losses on available for sale debt securities are included in interest and other income on the condensed consolidated statements of income and comprehensive income.
Redeemable Noncontrolling Interest
The carrying value of redeemable noncontrolling interests in the accompanying condensed consolidated balance sheets was $26.1 million and $28.3 million as of September 30, 2026 and December 31, 2025, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.
The changes in the redemption value of redeemable noncontrolling interests for the nine months ended September 30, 2026 was as follows ($ in thousands):
| Balance at December 31, 2025 | $ | ||||
| Reclassification due to change in redemption value and other | |||||
| Redemptions | ( | ||||
| Balance at September 30, 2026 | $ | ||||
22
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
Cash, Cash Equivalents and Restricted Cash
Highly liquid investments generally with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows ($ in thousands):
| September 30, 2026 | December 31, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||
| Cash and cash equivalents - unrestricted | $ | $ | $ | $ | |||||||||||||||||||
| Cash and cash equivalents - restricted | |||||||||||||||||||||||
| Total unrestricted and restricted cash and cash equivalents shown in the condensed consolidated statements of cash flows | $ | $ | $ | $ | |||||||||||||||||||
Accounting Estimates
The preparation of condensed consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its Portfolio, its investments in and advances to joint ventures and affiliates, its notes receivable, and its qualification as a real estate investment trust (“REIT”). The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.
(2) Significant Transactions During the Nine Months Ended September 30, 2026 and Subsequent Events
Significant Transactions
Disposition of Real Estate Interests
The table below summarizes disposition activity for the nine months ended September 30, 2026 ($ in millions):
| Property Name | Location | Date | Apartment Homes | Sale Price at Pro Rata Share | |||||||||||||||||||||||||
| Collins on Pine | WA | Aug-26 | $ | (1) | |||||||||||||||||||||||||
| Marina City Club | CA | Aug-26 | (2) | ||||||||||||||||||||||||||
| Total dispositions | $ | ||||||||||||||||||||||||||||
(1) The Company recognized a $6.8 million gain on sale of real estate and land in the condensed consolidated statements of income and comprehensive income.
Notes Receivable
In the second quarter of 2026, the Company received cash of $45.7 million from the repayment of a mezzanine loan for a property located in Northern California.
23
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
In February 2026, the Company funded a $59.5 million related party bridge loan to Wesco V, LLC (“Wesco V”), a co-investment, in connection with the payoff of a mortgage associated with one of Wesco V’s properties located in Northern California. The note receivable accrued interest at 5.0 % and was scheduled to mature in September 2026. The loan was repaid in conjunction with the disposition of the property in June 2026. See Note 4, Co-investments, for additional information regarding the disposition.
Preferred Equity Investments
In the third quarter of 2026, the Company received cash of $15.6 million, for the full redemption of a preferred equity investment in a joint venture that holds a property located in California. See Note 4, Co-investments, for additional details.
In the third quarter of 2026, Wesco VII, LLC (“Wesco VII”), a joint venture in which the Company owns a 50.0 % interest, funded preferred equity investments totaling $36.2 million in two stabilized apartment home communities located in California. The investments have an initial preferred return of 11.5 % and a maturity date in July 2029.
In the second quarter of 2026, the Company received cash of $42.1 million, including an early redemption fee of $0.2 million, for the full redemption of two preferred equity investments, one of which involved a related party, in joint ventures that hold properties located in California. See Note 6, Related Party Transactions, for additional details.
Debt
In September 2026, the Company entered into a $275.0 million unsecured term loan priced at Secured Overnight Financing Rate (“SOFR”) plus 0.800 %, which is based on a tiered rate structure tied to the Operating Partnership’s long-term unsecured credit ratings. The loan has a maturity date in September 2029, with two one-year extension options, exercisable at the Company’s discretion. The Company may elect to increase this facility by up to an additional $225.0 million, to an aggregate size of $500.0 million, provided that one or more banks (from the lenders or as otherwise permitted) voluntarily agree to provide the additional commitment.
Common Stock
In September 2026, the Company settled all of its forward sale agreements under the 2024 ATM Program by issuing 52,600 shares of common stock at a weighted average forward price of $311.13 per share, after commissions, which was inclusive of adjustments made 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 agreements, for net proceeds of $16.4 million. As of September 30, 2026, $883.5 million of shares remained available to be sold under the 2024 ATM Program.
In May 2026, the Company’s Board of Directors approved a new stock repurchase plan, without an expiration date, to allow the Company to acquire common stock up to an aggregate value of $500.0 million. The plan supersedes the Company’s previous common stock repurchase plan announced in September 2022. During the nine months ended September 30, 2026, the Company repurchased and retired 254,001 shares of the Company’s common stock through the Company’s previous plan, and none through the Company’s current plan, totaling $61.9 million, including commissions, at an average price per share of $243.76 . As a result, as of September 30, 2026, the Company had $500.0 million of purchase authority remaining under the Company’s current stock repurchase plan.
Subsequent Events
Subsequent to quarter end, the Company acquired a 378 -unit apartment home community built in 2024 and located in Oakland, CA. This transaction follows the liquidation of the Company’s $64.2 million subordinated loan interest and payoff of the associated $92.3 million senior mortgage. The Company has not accrued income on this investment since the third quarter of 2025 and will consolidate the community on its financial statements in the fourth quarter of 2026.
Subsequent to quarter end, the Company acquired Lincoln Landing, a 474 -unit apartment home community built in 2022 and located in Hayward, CA for a contract price of $205.3 million.
24
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
(3) Revenues
Disaggregated Revenue
The following table presents the Company’s revenues disaggregated by revenue source for the periods presented ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Other property | |||||||||||||||||||||||
| Management and other fees from affiliates | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment for the periods presented ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Southern California | $ | $ | $ | $ | |||||||||||||||||||
| Northern California | |||||||||||||||||||||||
| Seattle Metro | |||||||||||||||||||||||
Other real estate assets (1) | |||||||||||||||||||||||
| Total rental and other property revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Other real estate assets consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, and straight-line rent adjustments for concessions. Executive management does not evaluate such operating performance geographically.
The following table presents the Company’s rental and other property revenues disaggregated by current property category status for the periods presented ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Same-property (1) | $ | $ | $ | $ | |||||||||||||||||||
Acquisitions (2) | |||||||||||||||||||||||
Non-residential/other, net (3) | |||||||||||||||||||||||
Straight-line rent concessions (4) | ( | ( | |||||||||||||||||||||
| Total rental and other property revenues | $ | $ | $ | $ | |||||||||||||||||||
(1)Same-property includes properties that have comparable stabilized results as of January 1, 2025 and are consolidated by the Company for the nine months ended September 30, 2026 and 2025. A community is considered to have reached stabilized operations once it achieves an initial occupancy of 90 %.
25
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
(2)Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2025.
(3)Non-residential/other, net consists of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, properties undergoing significant construction activities that do not meet our redevelopment criteria, properties subject to upcoming ground lease expirations, two communities located in the California counties of Santa Barbara and Santa Cruz, which the Company does not consider its core markets, and properties without comparable operating results in the reported periods.
(4)Represents straight-line concessions for residential operating communities. Same-property revenues reflect concessions on a cash basis. Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S. GAAP.
Deferred Revenues and Remaining Performance Obligations
When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. The total deferred revenue balance related to such contracts was $0.1 million and $0.2 million as of September 30, 2026 and December 31, 2025 respectively, and was included in accounts payable and accrued liabilities within the accompanying condensed consolidated balance sheets. The amount of revenue recognized for the nine months ended September 30, 2026 that was included in the December 31, 2025 deferred revenue balance was $0.1 million, which was included in rental and other property revenue within the condensed consolidated statements of income and comprehensive income.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the revenue recognition accounting standard. As of September 30, 2026, the Company had $0.1 million of remaining performance obligations. The Company expects to recognize approximately 42 % of these remaining performance obligations in 2026 and the remaining 58 % through 2027.
(4) Co-investments
The Company has joint ventures which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. The co-investments typically own, operate, and develop apartment home communities. The Company has provided limited payment guarantees on certain loans of its co-investments, which are secured by joint venture-owned apartment home communities. The aggregate amount guaranteed by the Company is $165.4 million as of September 30, 2026. The Company does not expect to incur any obligations under these guarantees, therefore there is no liability associated with these guarantees in the accompanying condensed consolidated balance sheets. The Company also invests in five unconsolidated technology co-investments with an aggregate commitment of $86.0 94.1 million, and $74.7 million as of September 30, 2026 and December 31, 2025, respectively.
In August 2026, a single asset joint venture in which the Company owned 58.0 % interest, sold its apartment home community named Silver for a total contract price of $122.3 million. Concurrent with the sale of the property, the Company received cash proceeds of $15.6 million from the redemption of a preferred equity investment associated with the property. The Company recorded a $5.8 million gain from the sale as equity income from co-investments within the condensed consolidated statements of income and comprehensive income.
In June 2026, Wesco V, a joint venture in which the Company owns a 50.0 % interest, sold one of its apartment home communities named Meridian at Midtown for a total contract price of $105.3 million. In conjunction with the sale of the property, the related bridge loan in the amount of $59.5 million made by the Company to Wesco V was repaid. The Company recorded a $9.2 million gain from the sale as equity income from co-investments within the condensed consolidated statements of income and comprehensive income.
26
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
The carrying values of the Company’s co-investments as of September 30, 2026 and December 31, 2025 were as follows ($ in thousands, except in parenthetical):
Weighted Average Company Ownership Percentage (1) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Ownership interest in: | |||||||||||||||||
Wesco I, Wesco III, Wesco IV, Wesco V, and Wesco VI (2) | $ | $ | |||||||||||||||
| BEX IV and 500 Folsom | |||||||||||||||||
Other (2) | |||||||||||||||||
| Total operating and other co-investments, net | |||||||||||||||||
Total preferred equity co-investments (3) (includes related party investments of $ | |||||||||||||||||
| Total co-investments, net | $ | $ | |||||||||||||||
(1)Weighted average company ownership percentages are as of September 30, 2026.
(2)As of September 30, 2026 and December 31, 2025, the Company’s investments in Wesco I, Wesco III, Wesco IV, and Expo were classified as a liability of $108.9 million and $98.8 million, respectively, due to distributions received in excess of the Company’s investment. The weighted average company ownership percentage excludes the Company’s investments in unconsolidated technology co-investments.
(3)Includes three preferred equity investments held by Wesco VII.
The combined summarized financial information of co-investments was as follows ($ in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
Combined balance sheets: (1) | |||||||||||
| Rental properties and real estate under development | $ | $ | |||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Debt | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
27
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Combined statements of income: (1) | |||||||||||||||||||||||
| Property revenues | $ | $ | $ | $ | |||||||||||||||||||
| Property operating expenses | ( | ( | ( | ( | |||||||||||||||||||
| Net operating income | |||||||||||||||||||||||
| Gain on sale of real estate | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Company’s share of net income (2) | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes preferred equity investments held by the Company and excludes investments in technology co-investments.
(2)Includes the Company’s share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income, and income from early redemption of preferred equity investments. Includes related party income of $0.7 million and $1.3 million for the three months ended September 30, 2026 and 2025, respectively, and $3.0 million and $3.8 million for the nine months ended September 30, 2026 and 2025, respectively.
(5) Notes and Other Receivables
Notes and other receivables consisted of the following as of September 30, 2026 and December 31, 2025 ($ in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
Note receivable, secured, bearing interest at | $ | $ | |||||||||
Note receivable, secured, bearing interest at | |||||||||||
Other receivables from affiliates (1) (2) | |||||||||||
Straight-line rent receivables (3) | |||||||||||
| Other receivables | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total notes and other receivables | $ | $ | |||||||||
(1)See Note 6, Related Party Transactions, for additional details.
(2)These amounts consist of short-term loans outstanding and due from various joint ventures as of September 30, 2026 and December 31, 2025, respectively.
(3)These amounts are receivables from lease concessions recorded on a straight-line basis for the Company’s operating properties.
28
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
The activity in the allowance for credit losses for notes receivable, secured, for the periods presented was as follows ($ in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Mezzanine Loans | Bridge Loans | Total | Mezzanine Loans | Bridge Loans | Total | ||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Mezzanine Loans | Bridge Loans | Total | Mezzanine Loans | Bridge Loans | Total | ||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Provision for credit losses | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(6) Related Party Transactions
The Company charges certain fees relating to its co-investments for asset management, property management, development, and redevelopment services. These fees from affiliates totaled $2.3 million and $2.4 million during the three months ended September 30, 2026 and 2025, respectively, and $7.0 million and $7.2 million during the nine months ended September 30, 2026 and 2025, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of less than $0.1 0.1 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively, against general and administrative expenses.
The Company’s Chairman and founder, Mr. George M. Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. (“MMI”), a national brokerage firm listed on the New York Stock Exchange. For the three and nine months ended September 30, 2026 the Company paid $0.3 not
As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of September 30, 2026 and December 31, 2025, $5.1 million and $5.2 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the accompanying condensed consolidated balance sheets.
In February 2026, the Company funded a $59.5 million related party bridge loan to Wesco V, a co-investment, in connection with the payoff of a mortgage associated with one of Wesco V’s properties located in Northern California. The note receivable accrued interest at 5.00 % and was scheduled to mature in September 2026. In June 2026, the bridge loan was fully repaid in conjunction with the disposition of the property. See Note 4, Co-investments, for additional information regarding the disposition.
In August 2025, the Company funded an $81.2 million related party bridge loan to Wesco I in connection with the payoff of a mortgage related to one of Wesco I’s properties located in Southern California. The note receivable accrued interest at 5.50 % and was paid off at maturity in December 2025.
29
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
In August 2022, the Company funded an $11.2 million preferred equity investment in an entity whose sponsor includes an affiliate of MMC. The entity owns three multifamily communities located in Azusa, CA. The investment accrues interest based on a 9.5 % preferred return and is scheduled to mature in August 2027.
In October 2018, the Company funded an $18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268 -unit apartment home community development located in Burlingame, CA. The investment initially accrued interest based on a 12.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project. In April 2023, the investment’s maturity date was extended from April 2024 to May 2026 with the investment accruing interest based on an 11.0 % preferred return. In April 2023, the Company received cash of $11.2 million for a partial redemption and in May 2026, the Company received cash of $24.0 million for the full redemption of the remaining investment.
In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400 -unit apartment home community located in Ventura, CA. The investment accrued interest based on a 10.25 % initial preferred return. The investment was scheduled to mature in May 2023. In November 2021, the Company received cash of $18.3 million for the partial redemption of this preferred equity investment resulting in a remaining total commitment of $13.0 million, and the maturity was extended to December 2028. As of September 30, 2026, $11.0 million of this commitment was funded and the Company accrues interest based on a 9.0 % preferred return. The remaining unfunded commitment of $2.0 million expired in November 2024.
(7) Debt
Essex does not have indebtedness as debt is incurred by the Operating Partnership. Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of the facilities.
Debt consisted of the following for the periods presented ($ in thousands):
| September 30, 2026 | Weighted Average Interest Rate | December 31, 2025 | Weighted Average Interest Rate | Weighted Average Maturity In Years as of September 30, 2026 | |||||||||||||||||||||||||
Term loan, net (1) | $ | $ | |||||||||||||||||||||||||||
| Bonds public offering - fixed rate, net | |||||||||||||||||||||||||||||
Unsecured debt, net (2) | |||||||||||||||||||||||||||||
Lines of credit (3) | N/A | ||||||||||||||||||||||||||||
Commercial paper (4) | N/A | N/A | N/A | ||||||||||||||||||||||||||
Mortgage notes payable, net (5) | |||||||||||||||||||||||||||||
| Total debt, net | $ | $ | |||||||||||||||||||||||||||
(1)The $300.0 million unsecured term loan entered in May 2025 is priced at SOFR plus 0.85 % which is based on a tiered rate structure tied to the Company’s long-term unsecured credit rating and was swapped to an all-in rate of 4.1 % through April 2030. 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. This term loan is scheduled to mature in May 2028, with two one-year extension options, exercisable at the option of the Company. The $300.0 million unsecured term loan entered in October 2022 is priced at SOFR plus 0.85 % with a maturity date of January 2031, inclusive of extension options exercisable at the Company’s option. The interest rate was swapped to an all-in fixed rate of 4.0 %, which will mature in October 2026. The Company entered into $300.0 million of replacement interest rate swaps, effective upon maturity of the existing swaps, at an average all-in fixed rate of 4.5 % through January 2031. In September 2026, the Company entered into a $275.0 million unsecured term loan with a maturity date in September 2029 and two one-year extension options, exercisable at the Company's option. This term loan is priced at SOFR plus 0.80 %, which is based on a tiered rate structure tied to the Operating Partnership's long-term unsecured credit ratings. The Company may elect to increase this facility by up to an additional $225.0 million, to an aggregate size of $500.0 million, provided that one or more banks (from the lenders or as otherwise permitted) voluntarily agree to provide the additional commitment.
30
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
(2)Unsecured debt, net, consists of fixed rate public bond offerings and variable rate term loans which includes unamortized discounts, net of premiums of $2.8 million and $3.6 million, and unamortized debt issuance costs of $27.5 million and $30.4 million, as of September 30, 2026 and December 31, 2025, respectively.
(3)Lines of credit, related to the Company’s two 1.58 6.2 million and $7.3 million, respectively. These debt issuance costs are included in prepaid expenses and other assets in the condensed consolidated balance sheets. As of September 30, 2026, the Company’s $1.5 billion credit facility had an interest rate at SOFR plus 0.775 %, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings. As of September 30, 2026, the Company’s $75.0 million working capital unsecured line of credit had an interest rate of SOFR plus 0.775 %, which is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings.
(4)The Company has a commercial paper program under which it can issue unsecured short-term notes, which are backstopped by, and reduce the borrowing capacity of, the Company’s $1.5 billion unsecured line of credit facility. The Company can issue up to $750.0 million of commercial paper for up to 397 days from the date of issue. The commercial paper balance excludes unamortized debt issuance costs of $0.4 million and $0.4 million as of September 30, 2026 and December 31, 2025, respectively, and are included in prepaid expenses and other assets in the condensed consolidated balance sheets.
The aggregate scheduled principal payments of the Company’s outstanding debt, excluding lines of credit and commercial paper, as of September 30, 2026 were as follows ($ in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
(8) Segment Information
The Company’s segment disclosures present the measure used by the chief operating decision maker (“CODM”) for purposes of assessing each segment’s performance. The Company’s CODM is a group comprised of its Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, and Chief Investment Officer, who use net operating income (“NOI”) to assess the performance of the business for the Company’s reportable operating segments. NOI represents total property revenues less direct property operating expenses.
The CODM evaluates the Company’s operating performance geographically. The Company defines its reportable operating segments as the three
Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income. Other real estate assets revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule consist of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, and straight-line adjustments for concessions. Executive management does not evaluate such operating performance geographically. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.
31
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
The revenues and NOI for each of the reportable operating segments are summarized as follows for the three and nine months ended September 30, 2026 and 2025 ($ in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Rental and Other Property Revenue | Property Operating Expenses, Including Real Estate Taxes | Net Operating Income | Rental and Other Property Revenue | Property Operating Expenses, Including Real Estate Taxes | Net Operating Income | ||||||||||||||||||||||||||||||
| Southern California | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Northern California | |||||||||||||||||||||||||||||||||||
| Seattle Metro | |||||||||||||||||||||||||||||||||||
| Other real estate assets | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total net operating income | |||||||||||||||||||||||||||||||||||
| Management and other fees from affiliates | |||||||||||||||||||||||||||||||||||
| Corporate-level property management expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||||||||||||||
| General and administrative | ( | ( | |||||||||||||||||||||||||||||||||
| Expensed acquisition and investment related costs | ( | ||||||||||||||||||||||||||||||||||
| Impairment loss | ( | ||||||||||||||||||||||||||||||||||
| Gain on sale of real estate and land | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Total return swap income | |||||||||||||||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||||||||||||||
| Equity income from co-investments | |||||||||||||||||||||||||||||||||||
| Tax benefit on unconsolidated technology co-investments | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
32
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Rental and Other Property Revenue | Property Operating Expenses, Including Real Estate Taxes | Net Operating Income | Rental and Other Property Revenue | Property Operating Expenses, Including Real Estate Taxes | Net Operating Income | ||||||||||||||||||||||||||||||
| Southern California | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Northern California | |||||||||||||||||||||||||||||||||||
| Seattle Metro | |||||||||||||||||||||||||||||||||||
| Other real estate assets | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total net operating income | |||||||||||||||||||||||||||||||||||
| Management and other fees from affiliates | |||||||||||||||||||||||||||||||||||
| Corporate-level property management expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||||||||||||||
| General and administrative | ( | ( | |||||||||||||||||||||||||||||||||
| Expensed acquisition and investment related costs | ( | ||||||||||||||||||||||||||||||||||
| Impairment loss | ( | ||||||||||||||||||||||||||||||||||
| Gain on sale of real estate and land | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Total return swap income | |||||||||||||||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||||||||||||||
| Equity income from co-investments | |||||||||||||||||||||||||||||||||||
| Tax (expense) benefit on unconsolidated technology co-investments | ( | ||||||||||||||||||||||||||||||||||
| Loss on early retirement of debt | ( | ||||||||||||||||||||||||||||||||||
| Gain on remeasurement of co-investment | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
33
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
Total assets for each of the reportable operating segments are summarized as follows as of September 30, 2026 and December 31, 2025 ($ in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets: | |||||||||||
| Southern California | $ | $ | |||||||||
| Northern California | |||||||||||
| Seattle Metro | |||||||||||
Other real estate assets (1) | |||||||||||
| Net reportable operating segments - real estate assets | |||||||||||
| Real estate under development | |||||||||||
| Co-investments | |||||||||||
| Cash and cash equivalents, including restricted cash | |||||||||||
| Marketable securities | |||||||||||
| Notes and other receivables | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
(1)Includes retail space, commercial properties, held for sale properties, and disposition properties.
(9) Net Income Per Common Share and Net Income Per Common Unit
Essex Property Trust, Inc.
Basic and diluted income per share was calculated as follows ($ in thousands, except per share amounts):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Shares | Per Common Share Amount | Income | Weighted- average Common Shares | Per Common Share Amount | ||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
34
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Shares | Per Common Share Amount | Income | Weighted- average Common Shares | Per Common Share Amount | ||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Excluded from the calculations of diluted earnings per share above were weighted average convertible OP Units of 2,183,944 and 2,256,415 , which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the three months ended September 30, 2026 and 2025, respectively, and 2,198,142 and 2,275,327 for the nine months ended September 30, 2026 and 2025, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $3.3 million and $5.8 million for the three months ended September 30, 2026 and 2025, respectively, and $9.1 million and $20.8 million for the nine months ended September 30, 2026 and 2025, respectively.
Stock options of 202,881 and 250,512 for the three months ended September 30, 2026 and 2025, respectively, and 232,135 and 253,903 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for the periods ended and, therefore, were anti-dilutive.
Essex Portfolio, L.P.
Basic and diluted income per unit was calculated as follows ($ in thousands, except per unit amounts):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Units | Per Common Unit Amount | Income | Weighted- average Common Units | Per Common Unit Amount | ||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
35
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Units | Per Common Unit Amount | Income | Weighted- average Common Units | Per Common Unit Amount | ||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Stock options of 202,881 and 250,512 for the three months ended September 30, 2026 and 2025, respectively, and 232,135 and 253,903 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for the periods ended and, therefore, were anti-dilutive.
(10) Derivative Instruments and Hedging Activities
As of September 30, 2026, the Company had seven interest rate swap contracts and three forward starting interest rate swap contracts with an aggregate notional amount of $930.0 million. The Company has $600.0 million in notional amount that effectively fixed the interest rate on the Company’s $600.0 million unsecured term loan at 4.1 %. The Company entered into three forward starting interest rate swaps with an aggregate notional amount of $300.0 million which will become effective in October 2026 upon maturity of interest swaps on the unsecured term loan. In August 2026, the Company entered into an interest rate swap with an aggregate notional amount of $30.0 million that effectively converts $30.0 million of variable rate mortgage notes payable to an all-in fixed rate of 5.3 %. These derivatives qualify for hedge accounting.
As of September 30, 2026 and December 31, 2025, the aggregate carrying value of the interest rate swap contracts was an asset of $15.0 million and $1.3 million, respectively, within prepaid expenses and other assets in the condensed consolidated balance sheets.
As of September 30, 2026 and December 31, 2025, the aggregate carrying value of the forward starting interest rate swap contracts was $11.5 million and $0.7 million, respectively, within prepaid expenses and other assets in the condensed consolidated balance sheets.
(11) Commitments and Contingencies
The Company is subject to various lawsuits in the normal course of its business operations. Such lawsuits have not had a material adverse effect on the Company’s financial condition, results of operations or cash flows. While no assurances can be given, the Company does not believe there is any pending or threatened litigation against the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company.
A number of purported class actions were filed against RealPage, Inc. (“RealPage”), a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company. The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels. During the three months ended June 30, 2026, the Company reached a settlement to fully resolve its case related to RealPage, for a settlement amount totaling $36.5 million. The settlement remains subject to court approval and, if the settlement is not approved, we intend to continue to vigorously defend ourselves. In addition to the RealPage matter, the Company fully resolved another litigation matter for a settlement amount totaling $19.3 million. That settlement is also subject to court approval and, if the settlement is not approved, we intend to continue to vigorously defend ourselves. The accrual for the loss contingencies related
36
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
to these matters is presented in the accounts payable and accrued liabilities balance in the accompanying condensed consolidated balance sheets and in general and administrative expense in the accompanying condensed consolidated statements of income and comprehensive income. Legal costs associated with the defense of these claims are recorded when incurred. The Company is subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations. The Company believes that, with respect to such matters that it is currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. To the extent that such a matter arises or is identified in the future and the Company believes it will have a material impact on the condensed consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter. The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, impairment will be recognized.
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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with the Company’s 2025 annual report on Form 10-K for the year ended December 31, 2025. Capitalized terms not defined in this section have the meaning ascribed to them elsewhere in this quarterly report on Form 10-Q. The Company makes statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-Q entitled “Forward-Looking Statements.”
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, 2026, had an approximately 96.7% general partner interest in the Operating Partnership.
The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the Company’s Portfolio.
As of September 30, 2026, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,436 apartment homes, excluding the Company’s ownership interests in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of one consolidated project and various predevelopment projects.
The Company’s apartment home communities are predominantly located in the following major regions:
Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties)
Northern California (the San Francisco Bay Area)
Seattle Metro (the Seattle metropolitan area)
The Company’s consolidated operating communities were as follows:
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| Apartment Homes | % | Apartment Homes | % | ||||||||||||||||||||
| Southern California | 23,515 | 42 | % | 23,222 | 42 | % | |||||||||||||||||
| Northern California | 21,101 | 38 | % | 20,847 | 38 | % | |||||||||||||||||
| Seattle Metro | 10,823 | 20 | % | 10,899 | 20 | % | |||||||||||||||||
| Total | 55,439 | 100 | % | 54,968 | 100 | % | |||||||||||||||||
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.
Market Considerations
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.
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.
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RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025
The average financial occupancy for the Company’s 2026 Same-Property portfolio (stabilized properties consolidated by the Company for the quarters ended September 30, 2026 and 2025) was 96.3% and 96.0% for the three months ended September 30, 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.
Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant apartment homes. The Company may increase or decrease these rates based on a variety of factors, including overall supply and demand for housing, concentration of new apartment deliveries within the same submarket which can cause periodic disruption due to greater rental concessions to increase leasing velocity, and rental affordability. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates, and the Company’s calculation of financial occupancy may not be comparable to financial occupancy disclosed by other REITs.
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.
The regional breakdown of the Company’s 2026 Same-Property portfolio for financial occupancy for the three months ended September 30, 2026 and 2025 was as follows:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Southern California | 96.1 | % | 95.8 | % | |||||||
| Northern California | 96.5 | % | 96.3 | % | |||||||
| Seattle Metro | 96.1 | % | 96.1 | % | |||||||
The following table provides a breakdown of rental and other property revenues, including the revenues attributable to the 2026 Same-Property portfolio ($ in thousands):
| Number of Apartment Homes | Three Months Ended September 30, | Dollar Change | Percentage Change | |||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| 2026 Same-Property: | ||||||||||||||||||||||||||||||||
| Southern California | 22,389 | $ | 185,521 | $ | 182,838 | $ | 2,683 | 1.5 | % | |||||||||||||||||||||||
| Northern California | 18,847 | 184,665 | 175,212 | 9,453 | 5.4 | % | ||||||||||||||||||||||||||
| Seattle Metro | 10,823 | 79,710 | 78,683 | 1,027 | 1.3 | % | ||||||||||||||||||||||||||
| Total 2026 Same-Property | 52,059 | 449,896 | 436,733 | 13,163 | 3.0 | % | ||||||||||||||||||||||||||
| 2026 Non-Same-Property: | 40,450 | 34,209 | 6,241 | 18.2 | % | |||||||||||||||||||||||||||
| Total rental and other property revenues | $ | 490,346 | $ | 470,942 | $ | 19,404 | 4.1 | % | ||||||||||||||||||||||||
2026 Same-Property Revenues increased by $13.2 million or 3.0% to $449.9 million for the third quarter of 2026 from $436.7 million for the third quarter of 2025. The increase was primarily attributable to an increase of 2.5% in average rental rates from $2,709 per apartment home for the third quarter of 2025 to $2,777 per apartment home for the third quarter of 2026.
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2026 Non-Same Property Revenues increased by $6.2 million or 18.2% to $40.5 million in the third quarter of 2026 from $34.2 million in the third quarter of 2025. The increase was primarily due to the acquisitions of ViO and 1250 Lakeside, as well as the consolidation of Skylux on Wilshire (fka TENTEN Downtown) in 2025. The increases were partially offset by the dispositions of The Grand and Fourth & U in 2025 and Collins on Pine and Marina City Club in 2026.
Property operating expenses, excluding real estate taxes increased by $4.5 million or 4.9% to $95.9 million for the third quarter of 2026 compared to $91.4 million for the third 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 $2.9 million or 3.4% to $88.8 million in the third quarter of 2026 compared to $85.9 million in the third quarter of 2025, primarily due to increases of $1.6 million in maintenance and repairs expenses resulting from increases in landscaping and general property maintenance expenses, and $1.4 million in utilities expenses resulting from increases in trash removal, gas, water, and sewer costs.
Real estate taxes increased by $1.6 million or 3.1% to $53.6 million for the third quarter of 2026 compared to $52.0 million for the third quarter of 2025, primarily due to the acquisitions in 2025 identified in the Non-Same-Property Revenues section above and increases in assessed values. Same-Property real estate taxes increased by $0.8 million or 1.6% to $47.9 million for the third quarter of 2026 compared to $47.1 million for the third quarter of 2025, primarily due to an increase in assessed values.
Depreciation and amortization expense increased by $1.1 million or 0.7% to $152.6 million for the third quarter of 2026 compared to $151.5 million for the third quarter of 2025, primarily due to acquisitions in 2025 identified in the Non-Same-Property Revenues section above, partially offset by dispositions in 2025 and 2026.
Impairment loss of $10.7 million for the third quarter of 2026 resulted from the Company’s disposition of Marina City Club and the associated write-down of the property’s carrying value to its fair value.
General and administrative expense decreased by $1.5 million or 8.3% to $16.6 million for the third quarter of 2026 compared to $18.1 million for the third quarter of 2025, primarily due to decreases of $1.2 million in political advocacy costs, and $1.2 million in legal costs as the Company fully resolved its case related to RealPage and another litigation matter during the second quarter of 2026. The decreases were partially offset by an increase of $1.3 million in personnel costs.
Gain on sale of real estate and land of $6.8 million for the third quarter of 2026 was attributable to the disposition of Collins on Pine. Gain on sale of real estate and land of $62.3 million for the third quarter of 2025 was attributable to the dispositions of The Grand and Fourth & U.
Interest expense increased by $0.1 million or 0.2% to $64.8 million for the third quarter of 2026 compared to $64.7 million for the third quarter of 2025, primarily due to the issuance in December 2025 of $350.0 million senior unsecured notes due February 2036 and borrowing on the $300.0 million unsecured term loan in 2025 which resulted in an increase in interest expense of $6.2 million for the third 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 third quarter of 2025, but primarily due to the payoff of $450.0 million of senior unsecured notes due April 2026, which resulted in a decrease in interest expense of $5.4 million for the third quarter of 2026. Additionally, there was an increase in capitalized interest of $0.7 million in the third quarter of 2026, due to an increase in development activity as compared to the same period in 2025.
Interest and other income decreased by $5.2 million or 88.1% to $0.7 million for the third quarter of 2026 compared to $5.9 million for the third quarter of 2025, primarily due to decreases of $2.2 million in net realized and unrealized gains from activities related to marketable securities and $3.1 million in interest income due to repayment of notes receivable and fewer short term investments during the third quarter of 2026 compared to the same period in 2025.
Equity income from co-investments decreased by $8.6 million or 48.3% to $9.2 million for the third quarter of 2026 compared to $17.8 million for the third quarter of 2025, primarily due to decreases of $5.6 million in income from preferred equity investments due to a lower average outstanding investment balance during the third quarter of 2026 compared to the same period in 2025 and, $4.4 million in unrealized and realized gains from unconsolidated technology co-investments. These decreases were partially offset by a $1.0 million increase in equity income from the Company’s operating co-investments.
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Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
The Company’s average financial occupancy for its stabilized apartment home communities or “Same-Property” (stabilized properties consolidated by the Company for the nine months ended September 30, 2026 and 2025) was 96.4% and 96.2% for the nine months ended September 30, 2026 and 2025, respectively.
The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the nine months ended September 30, 2026 and 2025 is as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Southern California | 96.0 | % | 95.7 | % | |||||||
| Northern California | 96.7 | % | 96.5 | % | |||||||
| Seattle Metro | 96.3 | % | 96.2 | % | |||||||
The following table provides a breakdown of property revenue amounts, including the revenues attributable to Same-
Properties ($ in thousands):
| Number of Apartment Homes | Nine Months Ended September 30, | Dollar Change | Percentage Change | |||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| 2026 Same-Property: | ||||||||||||||||||||||||||||||||
| Southern California | 22,389 | $ | 555,311 | $ | 545,877 | $ | 9,434 | 1.7 | % | |||||||||||||||||||||||
| Northern California | 18,847 | 544,829 | 521,041 | 23,788 | 4.6 | % | ||||||||||||||||||||||||||
| Seattle Metro | 10,823 | 237,248 | 233,083 | 4,165 | 1.8 | % | ||||||||||||||||||||||||||
| Total 2026 Same-Property | 52,059 | 1,337,388 | 1,300,001 | 37,387 | 2.9 | % | ||||||||||||||||||||||||||
| 2026 Non-Same-Property: | 122,132 | 100,640 | 21,492 | 21.4 | % | |||||||||||||||||||||||||||
| Total rental and other property revenues | $ | 1,459,520 | $ | 1,400,641 | $ | 58,879 | 4.2 | % | ||||||||||||||||||||||||
2026 Same-Property Revenues increased by $37.4 million or 2.9% to $1,337.4 million for the nine months ended September 30, 2026 from $1,300.0 million for the nine months ended September 30, 2025. The increase was primarily attributable to an increase of 2.3% in average rental rates from $2,684 per apartment home for the nine months ended September 30, 2025 to $2,747 per apartment home for the nine months ended September 30, 2026.
2026 Non-Same-Property Revenues increased by $21.5 million or 21.4% to $122.1 million for the nine months ended September 30, 2026 from $100.6 million for the nine months ended September 30, 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, and 1250 Lakeside, as well as the consolidation of Artizan and Skylux on Wilshire (fka TENTEN Downtown) in 2025. The increases were partially offset by the dispositions of Highridge, Essex Skyline, The Grand, and Fourth & U in 2025 and Collins on Pine and Marina City Club in 2026.
Property operating expenses, excluding real estate taxes increased by $10.9 million or 4.1% to $274.7 million for the nine months ended September 30, 2026 compared to $263.8 million for the nine months ended September 30, 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 $6.5 million or 2.6% to $254.0 million for the nine months ended September 30, 2026 compared to $247.5 million for the nine months ended September 30, 2025, primarily due to increases of $5.7 million in utilities expenses resulting from increases in trash removal, gas, water, and sewer costs, and $1.0 million in maintenance and repairs resulting from landscaping and general property maintenance expenses.
Real estate taxes increased by $3.4 million or 2.2% to $157.1 million for the nine months ended September 30, 2026 compared to $153.7 million for the nine months ended September 30, 2025, primarily due to the acquisitions in 2025 identified in the Non-Same-Property Revenues section above and increases in assessed values. Same-Property real estate taxes increased by
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$0.9 million or 0.6% to $141.0 million for the nine months ended September 30, 2026 compared to $140.1 million for the nine months ended September 30, 2025, primarily due to an increase in assessed values.
Depreciation and amortization expense increased by $7.2 million or 1.6% to $461.5 million for the nine months ended September 30, 2026 compared to $454.3 million for the nine months ended September 30, 2025, primarily due to acquisitions in 2025 identified in the Non-Same-Property Revenues section above, partially offset by dispositions in 2025 and 2026.
Impairment loss of $10.7 million for the nine months ended September 30, 2026 resulted from the Company’s disposition of Marina City Club and the associated write-down of the property’s carrying value to its fair value.
General and administrative expense increased by $58.2 million or 113.0% to $109.7 million for the nine months ended September 30, 2026 compared to $51.5 million for the nine months ended September 30, 2025, primarily due to legal settlement costs of $36.5 million to fully resolve its case related to RealPage and $19.3 million related to another litigation matter during the second quarter of 2026.
Gain on sale of real estate and land of $8.8 million during the nine months ended September 30, 2026 was attributable to $6.8 million resulting from the disposition of Collins on Pine and $2.0 million from the recognition of contingent consideration related to a previous sale of a land parcel in 2023. Gain on sale of real estate and land of $299.5 million during the nine months ended September 30, 2025 was attributable to the dispositions of Highridge, Essex Skyline, The Grand, and Fourth & U in 2025.
Interest expense increased by $4.5 million or 2.3% to $197.2 million for the nine months ended September 30, 2026 compared to $192.7 million for the nine months ended September 30, 2025, primarily due to borrowing on the $300.0 million unsecured term loan during 2025, the issuance in February 2025 of $400 million senior unsecured notes due April 2035, and the issuance in December 2025 of $350.0 million senior unsecured notes due February 2036, which resulted in an increase in interest expense of $24.8 million for the nine months ended September 30, 2026. 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, 2025, but primarily due to the payoff of the $500.0 million of senior unsecured notes due April 2025 and the $450.0 million of senior unsecured notes due April 2026, which resulted in a decrease in interest expense of $18.2 million for the nine months ended September 30, 2026. Additionally, there was a $2.1 million increase in capitalized interest in the nine months ended September 30, 2026, due to an increase in development activity as compared to the same period in 2025.
Interest and other income decreased by $6.2 million or 36.5% to $10.8 million in income for the nine months ended September 30, 2026 compared to $17.0 million for the nine months ended September 30, 2025, primarily due to a decrease of $5.4 million as a result of repayment of notes receivable and fewer short term investments during the nine months ended September 30, 2026 compared to the same period in 2025.
Equity income from co-investments increased by $6.5 million or 16.3% to $46.5 million for the nine months ended September 30, 2026 compared to $40.0 million for the nine months ended September 30, 2025, primarily due to an increase of $10.1 million in realized and unrealized gains from unconsolidated technology co-investments as a result of change in fair value of investments held by the co-investments, and an increase of $9.8 million in gain on sale of co-investment communities. The Company sold two co-investment communities during the nine months ended September 30, 2026 resulting in $14.9 million in gains from the sale compared to $5.2 million gain from the sale of one co-investment community during the nine months ended September 30, 2025. These increases were partially offset by a decrease of $17.9 million in income from preferred equity investments due to a lower average outstanding investment balance during the nine months ended September 30, 2026 compared to the same period in 2025.
Loss on early retirement of debt of $0.8 million for the nine months ended September 30, 2025 was due to the payoff of debt in conjunction with the disposition of Highridge in 2025 with no corresponding activity during the nine months ended September 30, 2026.
Gain on remeasurement of co-investment of $0.3 million for the nine months ended September 30, 2025 resulted from the Company’s consolidation of its investment in Artizan in 2025 with no corresponding activity during the nine months ended September 30, 2026.
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Liquidity and Capital Resources
As of September 30, 2026, the Company had $72.1 million of unrestricted cash and cash equivalents and $102.7 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.
As of September 30, 2026, Moody’s and Standard & Poor’s credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.
As of September 30, 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 September 30, 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 September 30, 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 September 30, 2026, there was no amount 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 September 30, 2026. This facility is scheduled to mature July 2028.
In September 2026, the Company entered into a $275.0 million unsecured term loan priced at Secured Overnight Financing Rate (“SOFR”) plus 0.800%, which is based on a tiered rate structure tied to the Operating Partnership’s long-term unsecured credit ratings. The loan has a maturity date in September 2029, with two one-year extension options, exercisable at the Company’s option. The Company may elect to increase this facility by up to an additional $225.0 million, to an aggregate size of $500.0 million, provided that one or more banks (from the lenders or as otherwise permitted) voluntarily agree to provide the additional commitment.
As of September 30, 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 September 30, 2026, there was no outstanding balance 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.
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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.
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. In September 2026, the Company settled all of the outstanding forward sale agreements by issuing the 52,600 shares at a weighted average forward price of $311.13 per share, after commissions, which was inclusive of adjustments made 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, for net proceeds of $16.4 million.
During the nine months ended September 30, 2026, excluding the above noted forward sale agreement settlements, the Company did not issue any shares of its common stock through the 2024 ATM Program. As of September 30, 2026, $883.5 million of shares of common stock remained available to be sold under the 2024 ATM Program.
In May 2026, 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. The plan supersedes the Company’s previous common stock repurchase plan announced in September 2022. During the nine months ended September 30, 2026, the Company repurchased and retired 254,001 shares totaling $61.9 million, including commissions, at an average price per share of $243.76 under the previous plan. As of September 30, 2026, the Company had $500.0 million of purchase authority remaining under the current stock repurchase plan.
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.
Development Pipeline
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.
As of September 30, 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 $210.7 million, and estimated remaining project costs of approximately $135.3 million, for total estimated project costs of $346.0 million.
The Company expects to fund the development and predevelopment communities by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, commercial paper, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of assets, if any.
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Derivative Activity
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
Alternative Capital Sources
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 6,997 apartment homes in operating communities with joint ventures and technology co-investments for a total book value of $305.7 million as of September 30, 2026.
Off-Balance Sheet Arrangements
The Company has various unconsolidated interests in certain joint ventures. The Company does not believe that these unconsolidated investments have a materially different impact on its liquidity, cash flows, capital resources, or credit or market risk than its consolidated operations. See Note 4, Co-investments, in the Notes to Condensed Consolidated Financial Statements, for carrying values and combined summarized financial information of these unconsolidated investments.
Critical Accounting Estimates
The preparation of condensed consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The Company defines critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company’s critical accounting estimates relate principally to the following key areas: (i) accounting for the acquisition of investments in real estate; and (ii) evaluation of events and changes in circumstances indicating that the carrying value of any of the Company’s rental properties may not be recoverable.
The Company’s critical accounting policies and estimates have not changed materially from the information reported in Note 2, Summary of Critical and Significant Accounting Policies, in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
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Forward-Looking Statements
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.
While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed. Factors that might cause the Company’s actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; tariffs, geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain its investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations and the anticipated or actual impact of future changes in laws or regulations; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors referred to in this quarterly report on Form 10-Q, in the Company’s annual report on Form 10-K for the year ended December 31, 2025, and those risk factors and special considerations set forth in the Company’s other filings with the SEC which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this report.
Funds from Operations Attributable to Common Stockholders and Unitholders
Funds from Operations Attributable to Common Stockholders and Unitholders (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items (referred to as “Core FFO”) as supplemental operating performance measures. FFO and Core FFO are not used by the Company as, nor should they be considered to be, alternatives to net income computed under U.S. GAAP as an indicator of the Company’s operating performance or as alternatives to cash from operating activities computed under U.S. GAAP as an indicator of the Company’s ability to fund its cash needs.
FFO and Core FFO are not meant to represent a comprehensive system of financial reporting and do not present, nor do they intend to present, a complete picture of the Company’s financial condition and operating performance. The Company believes that net income computed under U.S. GAAP is the primary measure of performance and that FFO and Core FFO are only meaningful when they are used in conjunction with net income.
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The Company considers FFO and Core FFO to be useful financial performance measurements of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate 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, excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates) and excluding impairment write-downs from operating real estate and unconsolidated co-investments driven by a measurable decrease in the fair value of real estate held by the co-investment, 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. The Company believes that its condensed consolidated financial statements, prepared in accordance with U.S. GAAP, provide the most meaningful picture of its financial condition and its operating performance.
In calculating FFO, the Company follows the definition for this measure published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two Nareit adjustments are useful to investors for the following reasons:
(a)Historical cost accounting for real estate assets in accordance with U.S. GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. Nareit stated in its White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, Nareit’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by U.S. GAAP do not reflect the underlying economic realities.
(b)REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in Nareit’s definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods.
Management believes that it 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 disclosure of FFO may not be comparable to the Company’s calculation.
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The table below is a reconciliation of net income available to common stockholders to FFO and Core FFO for the periods presented ($ in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income available to common stockholders | $ | 98,069 | $ | 164,621 | $ | 266,717 | $ | 589,093 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Depreciation and amortization | 152,552 | 151,489 | 461,520 | 454,277 | |||||||||||||||||||
| Gains not included in FFO | (12,539) | (67,509) | (23,770) | (305,043) | |||||||||||||||||||
| Impairment loss | 10,709 | — | 10,709 | — | |||||||||||||||||||
| Depreciation and amortization from unconsolidated co-investments | 12,611 | 14,343 | 39,094 | 43,127 | |||||||||||||||||||
| Noncontrolling interest related to Operating Partnership units | 3,330 | 5,767 | 9,122 | 20,827 | |||||||||||||||||||
| Depreciation attributable to third party ownership and other | (39) | (38) | (115) | (122) | |||||||||||||||||||
| Funds from operations attributable to common stockholders and unitholders | $ | 264,693 | $ | 268,673 | $ | 763,277 | $ | 802,159 | |||||||||||||||
| FFO per share - diluted | $ | 3.98 | $ | 4.03 | $ | 11.47 | $ | 12.03 | |||||||||||||||
| Non-core items: | |||||||||||||||||||||||
| Expensed acquisition and investment related costs | $ | — | $ | 25 | $ | — | $ | 25 | |||||||||||||||
| Tax (benefit) expense on unconsolidated technology co-investments | (493) | (1,958) | 2,758 | (2,353) | |||||||||||||||||||
| Realized and unrealized losses (gains) on marketable securities, net | 508 | (1,658) | (3,482) | (4,059) | |||||||||||||||||||
| Provision for credit losses | — | 50 | (222) | 61 | |||||||||||||||||||
| Equity loss (income) from unconsolidated technology co-investments | 33 | (4,393) | (16,154) | (6,005) | |||||||||||||||||||
| Loss on early retirement of debt | — | — | — | 762 | |||||||||||||||||||
| Income from early redemption of preferred equity investments | — | (70) | (179) | (70) | |||||||||||||||||||
General and administrative and other, net (1) | 1,504 | 3,926 | 62,835 | 7,863 | |||||||||||||||||||
| Insurance reimbursements and other, net | (44) | (89) | (342) | (789) | |||||||||||||||||||
| Core funds from operations attributable to common stockholders and unitholders | $ | 266,201 | $ | 264,506 | $ | 808,491 | $ | 797,594 | |||||||||||||||
| Core FFO per share - diluted | $ | 4.00 | $ | 3.97 | $ | 12.15 | $ | 11.96 | |||||||||||||||
Weighted average number of shares outstanding - diluted (2) | 66,495,937 | 66,674,655 | 66,548,417 | 66,667,571 | |||||||||||||||||||
(1)Includes political advocacy costs of $0.3 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, and $1.6 million and $2.0 million for the three and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2026, the Company reached a settlement to fully resolve its case related to RealPage, Inc., totaling $36.5 million and another litigation matter totaling $19.3 million.
(2)Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.
Net Operating Income
Net operating income (“NOI”) and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s condensed consolidated statements of income and comprehensive income. The presentation of Same-Property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines Same-Property NOI as Same-Property revenues less Same-Property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and Same-Property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented ($ in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Earnings from operations | $ | 156,760 | $ | 210,399 | $ | 421,326 | $ | 747,180 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Corporate-level property management expenses | 13,393 | 12,216 | 40,223 | 36,768 | |||||||||||||||||||
| Depreciation and amortization | 152,552 | 151,489 | 461,520 | 454,277 | |||||||||||||||||||
| Management and other fees from affiliates | (2,344) | (2,361) | (6,975) | (7,078) | |||||||||||||||||||
| General and administrative | 16,561 | 18,058 | 109,724 | 51,507 | |||||||||||||||||||
| Expensed acquisition and investment related costs | — | 25 | — | 25 | |||||||||||||||||||
| Impairment loss | 10,709 | — | 10,709 | — | |||||||||||||||||||
| Gain on sale of real estate and land | (6,781) | (62,320) | (8,781) | (299,524) | |||||||||||||||||||
| NOI | 340,850 | 327,506 | 1,027,746 | 983,155 | |||||||||||||||||||
| Less: Non-Same-Property NOI | (27,662) | (23,818) | (85,396) | (70,738) | |||||||||||||||||||
| Same-Property NOI | $ | 313,188 | $ | 303,688 | $ | 942,350 | $ | 912,417 | |||||||||||||||
Item 3: Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Hedging Activities
The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy. As of September 30, 2026, the Company had seven interest rate swap contracts and three forward starting interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on the Company’s $600.0 million unsecured term loan and $30.0 million of variable rate mortgage notes payable. The Company’s interest rate swaps were designated as a cash flow hedge as of September 30, 2026. The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of September 30, 2026. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates, or market risks. The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of September 30, 2026 ($ in thousands):
| Notional Amount | Maturity Date | Carrying and Estimated Fair Value | Estimated Carrying Value | ||||||||||||||||||||||||||
| +50 | -50 | ||||||||||||||||||||||||||||
| Basis Points | Basis Points | ||||||||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||||||||
| Interest rate swaps | $ | 630,000 | 2026-2031 | $ | 14,963 | $ | 20,270 | $ | 9,757 | ||||||||||||||||||||
| Forward starting interest rate swap | 300,000 | 2031 | 11,521 | 17,025 | 6,077 | ||||||||||||||||||||||||
| Total cash flow hedges | $ | 930,000 | 2026-2031 | $ | 26,484 | $ | 37,295 | $ | 15,834 | ||||||||||||||||||||
Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of $258.0 million that effectively convert $258.0 million of fixed mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index plus a spread and had a carrying value of zero as of September 30, 2026. The Company is exposed to insignificant interest rate risk on these total return swaps as the related mortgages are callable, at par, by the Company, co-terminus with the termination of any related swap. These derivatives do not qualify for hedge accounting.
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Interest Rate Sensitive Liabilities
The Company is exposed to interest rate changes primarily as a result of its lines of credit, commercial paper, and long-term debt which are used to maintain liquidity, fund capital expenditures, and expand the Company’s Portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps, and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes.
The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows ($ in thousands):
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair value | ||||||||||||||||||||||||||||||||||||||||
| Fixed rate debt | $ | 45,804 | $ | 350,000 | $ | 517,000 | $ | 500,000 | $ | 915,000 | $ | 3,778,000 | $ | 6,105,804 | $ | 5,698,494 | |||||||||||||||||||||||||||||||
| Average interest rate | 4.0 | % | 3.8 | % | 2.2 | % | 4.1 | % | 3.6 | % | 4.0 | % | 3.8 | % | |||||||||||||||||||||||||||||||||
Variable rate debt (1) | $ | 288 | $ | 84,397 | $ | 1,332 | $ | 276,456 | $ | 1,592 | $ | 168,889 | $ | 532,954 | $ | 528,999 | |||||||||||||||||||||||||||||||
| Average interest rate | 3.3 | % | 3.1 | % | 3.3 | % | 4.6 | % | 3.3 | % | 3.3 | % | 3.9 | % | |||||||||||||||||||||||||||||||||
(1)$258.0 million of variable rate debt is tax exempt to the note holders.
The table incorporates only those exposures that exist as of September 30, 2026. It does not consider those exposures or positions that could arise after that date. As a result, the Company’s ultimate realized gain or loss, with respect to interest rate fluctuations and hedging strategies would depend on the exposures that arise prior to settlement.
Item 4: Controls and Procedures
Essex Property Trust, Inc.
As of September 30, 2026, Essex carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2026, Essex’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.
Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, Essex’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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Essex Portfolio, L.P.
As of September 30, 2026, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2026, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Part II -- Other Information
Item 1: Legal Proceedings
The information regarding lawsuits, other proceedings, and claims, set forth in Note 11, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements, is incorporated by reference into this Item 1. In addition to such matters referred to in Note 11, the Company is subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations. We believe that, with respect to such matters that we are currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows, nor is any legal proceeding currently threatened against the Company that the Company believes, individually or in the aggregate, would have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Item 1A: Risk Factors
In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in “Part I. Item 1A. Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2025, which could materially affect the Company’s financial condition, results of operations, or cash flows. There have been no material changes to the Risk Factors disclosed in Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC and available at www.sec.gov. The risks described in the Company’s annual report on Form 10-K and subsequent quarterly reports on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known or that the Company currently deems to be immaterial may also materially adversely affect the Company’s financial condition, results of operations, or cash flows.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities; Essex Portfolio, L.P.
During the three months ended September 30, 2026, the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
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During the three months ended September 30, 2026, Essex issued an aggregate of 16,737 shares of its common stock upon the exercise of stock options. Essex contributed the net proceeds of $4.3 million from the option exercises during the three months ended September 30, 2026 to the Operating Partnership in exchange for an aggregate of 16,737 OP Units, as required by the Operating Partnership’s partnership agreement.
Item 3: Defaults Upon Senior Securities
None.
Item 4: Mine Safety Disclosures
Not applicable.
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, or terminated
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.
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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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Item 6: Exhibits
| A. Exhibits | |||||
10.1* | Term Loan Agreement, dated as of September 24, 2026, among Essex Portfolio, L.P., Bank of America N.A., as Administrative Agent and Lender and the other lenders party thereto.† | ||||
10.2* | Amended and Restated Essex Property Trust Inc. Executive Severance Plan.# | ||||
31.1* | Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
31.2* | Essex Property Trust, Inc. — Certification of Barbara Pak, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
31.3* | Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
31.4* | Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
32.1* | Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||
32.2* | Essex Property Trust, Inc. — Certification of Barbara Pak, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||
32.3* | Essex Portfolio, L.P. — Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||
32.4* | Essex Portfolio, L.P. — Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||
* Filed or furnished herewith.
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
# Management contract or compensatory plan or arrangement.
† The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| ESSEX PROPERTY TRUST, INC. | |||||
| (Registrant) | |||||
| Date: October 28, 2026 | |||||
By: /s/ BARBARA PAK | |||||
| Barbara Pak | |||||
| Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) | |||||
| Date: October 28, 2026 | |||||
By: /s/ BRENNAN MCGREEVY | |||||
| Brennan McGreevy | |||||
| Group Vice President and Chief Accounting Officer | |||||
ESSEX PORTFOLIO, L.P. By Essex Property Trust, Inc., its general partner | |||||
| (Registrant) | |||||
| Date: October 28, 2026 | |||||
By: /s/ BARBARA PAK | |||||
| Barbara Pak | |||||
| Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) | |||||
| Date: October 28, 2026 | |||||
By: /s/ BRENNAN MCGREEVY | |||||
| Brennan McGreevy | |||||
| Group Vice President and Chief Accounting Officer | |||||
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