ESS on NYSE

Essex Property Trust, Inc.

American Real Estate Investment Trust

Essex Property Trust is a publicly traded real estate investment trust that invests in apartments in California and in the Seattle metropolitan area. As of December 31, 2023, the company owned interests in 252 apartment complexes, aggregating 61,997 apartment units, and 3 commercial office buildings, comprising 283,000 square feet.3 It was founded by George M. Marcus.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1971Founded1

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  • TickerESS on NYSE1
  • Industryreal estate investment trust1
  • HeadquartersSan Mateo1
  • Websitewww.essexapartmenthomes.com
  • Incorporated inMD5
  • Business address1100 Park Place, Suite 200, San Mateo, Ca 944035
  • Filer categoryLarge accelerated filer5
  • Legal formStock Corporation4
  • LEI549300TR2H2VEFX0NC604
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O NATIONAL REGISTERED AGENTS, INC. OF MD., 21093-2264 Lutherville Timonium, United States4
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D038428954
Essex Property Trust Headquarters
Photo: Coolcaesar, CC BY-SA 4.0, via Wikimedia Commons7

Essex Property Trust is a publicly traded real estate investment trust that invests in apartments in California and in the Seattle metropolitan area.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

14060.1%Gross margin8
9586.6%Operating margin8
7491.5%Net margin8
-8.6%Revenue growth, 20258
12.7%Return on equity8

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Profit100¢$702.8M

Out of $9.4M in revenue.8

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$1.1B

Out of $1.1B of cash from operations.8

Financial statements

Revenue91011128$9.4M in 2025−2% since 2019
0$5.0M$10.0M$15.0M2019: $9.5M$9.5M20192020: $9.6M$9.6M2020+1%2021: $9.1M$9.1M2021−5%2022: $11.1M$11.1M2022+22%2023: $11.1M$11.1M2023−0%2024: $10.3M$10.3M2024−8%2025: $9.4M$9.4M2025−9%
Gross profit128$1.3B in 2025+17% since 2022
0$500.0M$1.0B$1.5B2022: $1.1B$1.1B20222023: $1.2B$1.2B2023+4%2024: $1.2B$1.2B2024+6%2025: $1.3B$1.3B2025+6%
Operating income91011128$899.3M in 2025+87% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $481.1M$481.1M20192020: $491.4M$491.4M2020+2%2021: $530.0M$530.0M2021+8%2022: $595.2M$595.2M2022+12%2023: $584.3M$584.3M2023−2%2024: $703.1M$703.1M2024+20%2025: $899.3M$899.3M2025+28%
Net income91011128$702.8M in 2025+51% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $464.4M$464.4M20192020: $599.3M$599.3M2020+29%2021: $515.7M$515.7M2021−14%2022: $433.0M$433.0M2022−16%2023: $430.7M$430.7M2023−1%2024: $811.3M$811.3M2024+88%2025: $702.8M$702.8M2025−13%

Every line of the income statement as filed: the last 3 fiscal years, latest first.8

Period ending2025-12-312024-12-312023-12-31
Rental and other property$1.9B$1.8B$1.7B
Management and other fees from affiliates$9.4M$10.3M$11.1M
Total revenues$1.9B$1.8B$1.7B
Property operating, excluding real estate taxes$353.4M$328.1M$302.0M
Real estate taxes$205.6M$193.4M$185.8M
Corporate-level property management expenses$49.1M$46.2M$43.6M
Depreciation and amortization$607.5M$580.2M$548.4M
General and administrative$71.9M$98.9M$63.5M
Expensed acquisition and investment related costs$25.0K$72.0K$595.0K
Casualty loss$0$0$433.0K
Total expenses$1.3B$1.2B$1.1B
Gain on sale of real estate and land$299.5M$175.6M$59.2M
Earnings from operations$899.3M$703.1M$584.3M
Interest expense-$258.4M-$235.5M-$212.9M
Total return swap income$4.7M$3.1M$3.1M
Interest and other income$20.0M$81.0M$46.3M
Equity income from co-investments$35.5M$48.2M$10.6M
Tax benefit (expense) on unconsolidated co-investments$2.1M$929.0K-$697.0K
Loss on early retirement of debt-$762.0K$0$0
Gain on remeasurement of co-investment$330.0K$210.6M$0
Net income$702.8M$811.3M$430.7M
Net income attributable to noncontrolling interest-$33.1M-$69.8M-$24.9M
Net income available to common stockholders$669.7M$741.5M$405.8M
Net income available to common stockholders (in dollars per share)$10.40$11.55$6.32
Weighted average number of shares outstanding during the year (in shares)64.4M shares64.2M shares64.3M shares
Net income available to common stockholders (in dollars per share)$10.40$11.54$6.32
Weighted average number of shares outstanding during the year (in shares)64.4M shares64.3M shares64.3M shares

Compare Essex Property Trust, Inc. with another company

Corporate structure

Essex Property Trust, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Essex Property Trust, Inc.

  • Essex Property Trust, Inc. Lutherville Timonium, Maryland, United States
    • ESSEX SAN FERNANDO, L.P. Subsidiary · San Mateo, California, United States
    • SCRIPPS MRU OWNER, L.P. Subsidiary · San Mateo, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Essex Property Trust, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land and buildings$3.4B8 Dec 31, 2025$3.2B8 Dec 31, 2024+3.6%
Operating-lease assets (leased space)$50.8M8 Dec 31, 2025$51.6M8 Dec 31, 2024−1.4%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$11.9B8 Dec 31, 2025$11.4B8 Dec 31, 2024+4.1%
Real estate investments, at cost$18.4B8 Dec 31, 2025$17.6B8 Dec 31, 2024+4.8%
Real estate accumulated depreciation$6.5B8 Dec 31, 2025$6.2B8 Dec 31, 2024+6.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$76.2M8 Dec 31, 2025$66.8M8 Dec 31, 2024+14.1%
Equity securities at fair value$100.0K8 Dec 31, 2025$100.0K8 Dec 31, 20240%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$7.5M8 Dec 31, 2025$7.7M8 Dec 31, 2024−2.6%

Properties, in its own words

The Company’s portfolio as of December 31, 2025 (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of 259 stabilized operating apartment communities (comprising 63,077 apartment homes), of which 26,265 apartment homes are located in Southern California, 24,154 apartment homes are located in Northern California, and 12,658 apartment homes are located in the Seattle metropolitan area. The Company’s apartment communities accounted for 99.2% of the Company’s revenues for the year ended December 31, 2025.

Occupancy Rates

The rest of Item 2

Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. 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. When calculating actual rents for occupied apartment homes and market rents for vacant apartment homes, delinquencies and concessions are not taken into account. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. 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 as disclosed by other REITs. 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.

For 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 a 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.

Communities

The Company’s communities are primarily urban and suburban high density wood frame communities comprising of two to seven stories above grade construction situated on 1-20 acres of land with densities of approximately 10 to 80+ units per acre. As of December 31, 2025, the Company’s communities include 105 garden-style, 146 mid-rise, and 8 high-rise communities. Garden-style communities are generally defined as on-grade properties with two and/or three-story buildings with no structured parking while mid-rise communities are generally defined as properties with three to seven story buildings and some structured parking. High-rise communities are typically defined as properties with buildings that are greater than seven stories, are steel or concrete framed, and frequently have structured parking. The communities have an average of approximately 244 apartment homes, with a mix of studio, one-, two- and some three-bedroom apartment homes. A wide variety of amenities are available at the Company’s communities, including covered parking, fireplaces, swimming pools, clubhouses with fitness facilities, playground areas and dog parks.

The Company hires, trains and supervises on-site service and maintenance personnel. The Company believes that the following primary factors enhance the Company’s ability to retain tenants:

•located near employment centers;

•attractive communities that are well maintained; and

•proactive customer service.

Commercial Buildings

The Company owns two operating commercial buildings (totaling approximately 185,000 square feet) located in California and Washington, of which the Company occupied an aggregate of approximately 50,000 square feet as of December 31, 2025. Furthermore, as of December 31, 2025, the commercial buildings’ physical occupancy rate was 85% consisting of six tenants, including the Company.

Operating Portfolio

The table below describes the Company’s operating portfolio as of December 31, 2025 (See Note 8, “Mortgage Notes Payable” to the Company’s consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for more information about the Company’s secured mortgage debt and Schedule III thereto for a list of secured mortgage loans related to the Company’s portfolio.):

Apartment · Year · Year

Communities (1) · Location · Type · Homes · Built · Acquired (2) · Occupancy(3)

Southern California

Alpine Village · Alpine, CA · Garden · 301 · 1971 · 2002 · 96%

Park Viridian · Anaheim, CA · Mid-rise · 326 · 2008 · 2014 · 95%

The Barkley (4)(5) · Anaheim, CA · Garden · 161 · 1984 · 2000 · 96%

Bonita Cedars · Bonita, CA · Garden · 120 · 1983 · 2002 · 96%

The Village at Toluca Lake · Burbank, CA · Mid-rise · 146 · 1974 · 2017 · 97%

Camarillo Oaks · Camarillo, CA · Garden · 564 · 1985 · 1996 · 96%

Camino Ruiz Square · Camarillo, CA · Garden · 160 · 1990 · 2006 · 97%

Hacienda at Camarillo Oaks · Camarillo, CA · Garden · 73 · 1984 · 2023 · 94%

Pinnacle at Otay Ranch I & II · Chula Vista, CA · Mid-rise · 364 · 2001 · 2014 · 96%

Mesa Village · Clairemont, CA · Garden · 133 · 1963 · 2002 · 96%

Villa Siena · Costa Mesa, CA · Garden · 274 · 1974 · 2014 · 96%

Emerald Pointe · Diamond Bar, CA · Garden · 160 · 1989 · 2014 · 97%

Regency at Encino · Encino, CA · Mid-rise · 75 · 1989 · 2009 · 96%

The Havens · Fountain Valley, CA · Garden · 440 · 1969 · 2014 · 96%

Item 2 of the 10-K filed Feb 20, 2026.16

The story

Founded by George M. Marcus in 1971.1

The company was founded in 1971 by billionaire George M. Marcus, who also founded Marcus & Millichap that same year.

On June 13, 1994, the company became a public company via an initial public offering.

In April 2014, the company acquired BRE Properties for $4.3 billion.

In 2024, it acquired ownership interests in a joint venture owning 4 properties for $505 million.

From Wikipedia’s article on Essex Property Trust, shared under CC BY-SA 4.0.6

Leadership

Who has led Essex Property Trust, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Products and brands

  • apartment

Listed on Wikidata.1

Former names

  • ESSEX PORTFOLIO LPDec 11, 2018 to Dec 11, 20185
  • ESSEX PROPERTY TRUST INCAug 14, 1996 to Dec 10, 20185

Timeline

  1. Dec 11, 2023New chief executive Angela L. Kleiman becomes CEO17
  2. Dec 15, 2011New chief executive Michael J. Schall becomes CEO18
  3. Aug 24, 2007New chief executive Keith R. Guericke becomes CEO19
  4. 1971Founded Founded1

Calendar

Coming up

  1. Oct 27, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $3.97 a share, on Oct 29, 2025.54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

211 filings to the SEC since October 2021: 143 insider forms, 24 large holders, 44 other. The latest 20:

  1. May 29, 20264 EDGAR
  2. May 27, 2026144 EDGAR
  3. May 15, 2026SCHEDULE 13G/A EDGAR
  4. May 14, 20264 EDGAR
  5. May 14, 20264 EDGAR
  6. May 14, 20264 EDGAR
  7. May 14, 20264 EDGAR
  8. May 14, 20264 EDGAR
  9. May 14, 20264 EDGAR
  10. May 14, 20264 EDGAR
  11. May 14, 20264 EDGAR
  12. Apr 29, 2026SCHEDULE 13G EDGAR
  13. Apr 29, 2026SCHEDULE 13G EDGAR
  14. Mar 27, 2026ARS EDGAR
  15. Mar 27, 2026DEFA14A EDGAR
  16. Mar 27, 2026DEF 14A EDGAR
  17. Mar 26, 2026SCHEDULE 13G/A EDGAR
  18. Feb 20, 20264 EDGAR
  19. Feb 20, 20264 EDGAR
  20. Feb 20, 20264 EDGAR

The 211 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 1 buys and 26 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 27, 2026Kasaris MaryDirectorSale600$279.45$167.7KForm 4
Mar 11, 2025Kasaris MaryDirectorSale2,800$300.80$842.2KForm 4
Mar 4, 2025Kleiman Angela L.President and CEOSale400$315.12$126.0KForm 4
Mar 3, 2025Kleiman Angela L.President and CEOSale4,929$314.99$1.6MForm 4
Mar 3, 2025GUERICKE KEITH RDirectorSale7,298$315.00$2.3MForm 4
Mar 3, 2025Morrison AnneEVP, CAO & General CounselSale2,571$314.79$809.3KForm 4
Mar 3, 2025Pak BarbaraExecutive Vice President & CFOSale6,318$314.79$2.0MForm 4
Sep 17, 2024Johnson Amal MDirectorSale7,298$316.31$2.3MForm 4
Sep 16, 2024Kleiman Angela L.President and CEOSale8,080$315.10$2.5MForm 4
Sep 16, 2024Morrison AnneEVP, CAO & General CounselSale2,571$314.79$809.3KForm 4
Aug 30, 2024Johnson Amal MDirectorSale2,453$300.00$735.9KForm 4
Jun 21, 2024Kleiman Angela L.President and CEOSale3,780$278.27$1.1MForm 4
Jun 14, 2024GUERICKE KEITH RDirectorSale10,000$274.57$2.7MForm 4
Mar 11, 2024ROBINSON THOMAS EDirectorSale2,781$243.92$678.3KForm 4
Feb 28, 2024LYONS IRVING F IIIDirectorSale2,083$230.90$481.0KForm 4
Dec 2, 2022Johnson Amal MDirectorBuy1,000$218.44$218.4KForm 4
Mar 29, 2022Kleiman Angela L.President and CEOSale6,309$354.21$2.2MForm 4
Mar 29, 2022SCHALL MICHAEL JDirectorSale12,132$349.19$4.2MForm 4
Mar 15, 2022Johnson Amal MDirectorSale7,329$334.95$2.5MForm 4
Dec 13, 2021Berry Adam WExecutive Vice President & CIOSale3,235$352.95$1.1MForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025ANGELA L. KLEIMANCEO and President$944.5K$10.1M62
2025BARB M. PAKCFO and EVP$650.0K$4.7M62
2025RYLAN K. BURNSCIO AND EVP$539.0K$3.1M62
2025ANNE MORRISONCAO, General Counsel and EVP$522.3K$2.9M62
2024ANGELA L. KLEIMANCEO and President$900.0K$8.2M62
2024BARB M. PAKCFO and EVP$650.0K$4.0M62
2024ANNE MORRISONCAO, General Counsel and EVP$500.0K$2.4M62
2024RYLAN K. BURNSCIO AND EVP$450.0K$2.2M62
2023ANGELA L. KLEIMANCEO and President$862.5K$3.1M62
2023BARB M. PAKCFO and EVP$650.0K$1.7M62
2023ANNE MORRISONCAO, General Counsel and EVP$495.0K$1.3M62

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.7,430,141$2.2B0.0%+174,651
Vanguard Portfolio Management LLC5,490,501$1.6B0.1%+2,454
State Street Corp5,211,810$1.5B0.0%−13,696
Vanguard Capital Management LLC4,202,889$1.2B0.0%+4,613
Principal Financial Group Inc2,092,902$610.3M0.3%+424,866
Geode Capital Management, LLC1,953,203$567.5M0.0%+28,747
Norges Bank1,607,742$468.8M0.0%New
Invesco Ltd.1,125,265$328.1M0.0%+186,029
Resolution Capital Ltd1,027,680$299.7M5.5%+354,660
Dimensional Fund Advisors LP1,000,799$291.8M0.1%+4,989
Charles Schwab Investment Management Inc939,663$274.0M0.0%+52,162
Legal & General Group Plc892,526$260.3M0.1%−10,393
Northern Trust Corp862,383$251.5M0.0%+18,006
Massachusetts Financial Services Co /ma/838,001$250.5M0.1%−11,522
Jpmorgan Chase & Co830,044$245.6M0.0%+286,076
Daiwa Securities Group Inc.817,220$238.3M0.5%−107,584
Morgan Stanley791,652$230.8M0.0%−49,050
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC757,439$220.9M0.0%+754,185
ProShare Advisors LLC647,967$188.9M0.3%−8,100
Boston Partners628,452$183.3M0.2%+18,605
Goldman Sachs Group Inc619,623$180.7M0.0%+136,006
Quantinno Capital Management LP529,293$154.3M0.2%+148,251
Nuveen, LLC494,041$144.1M0.0%−14,425
Bank of New York Mellon Corp465,848$135.8M0.0%+1,383
Rush Island Management, LP438,518$127.9M8.5%−369,375

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

8 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 27, 2026Alan ArmstrongRepublican, SenateBuy$1,001 - $15,000−9.3%Report
Jan 7, 2026Rick LarsenDemocratic, HouseSale$1,001 - $15,000+4.6%Report
Jul 12, 2023Daniel S. GoldmanDemocratic, HouseSale$15,001 - $50,000+61.1%Report
Apr 18, 2023Sheldon WhitehouseDemocratic, SenateSale$1,001 - $15,000+59.3%Report
Apr 18, 2023Sheldon WhitehouseDemocratic, SenateSale$1,001 - $15,000+59.3%Report
Jul 7, 2022Rick LarsenDemocratic, HouseBuy$1,001 - $15,000−97.1%Report
Jul 7, 2021Rick LarsenDemocratic, HouseBuy$1,001 - $15,000−91.5%Report
Mar 23, 2020Zoe LofgrenDemocratic, HouseSale$1,001 - $15,000+198.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Essex Property Trust, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARESSEX PROPERTY TRUST, INC.2
  • CIK0000920522
  • Employer ID (EIN)77-036957616
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company16
  • Incorporated inMaryland16
  • Fiscal year endsDecember 312
  • Industry code (SIC)6798 Real Estate Investment Trusts2
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance2
  • Business address1100 Park Place, Suite 200, San Mateo, CA 944032
  • Phone65065578002
  • Shares outstanding64,268,439 as of Jul 23, 202614
  • Public float$18.1B as of Jun 30, 202516
  • AuditorKPMG LLP, San Francisco, California PCAOB ID 185; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceFeb 14, 19962
  • Filings1,762 in all: 4 (698), 8-K (337), SC 13G/A (142), 10-Q (92), SC 13G (53), 424B5 (44), CORRESP (32), 3 (31)2
    All 48 form types

    DEF 14A (30), 4/A (28), UPLOAD (28), 10-K (27), FWP (22), 424B2 (19), 424B3 (18), ARS (17), 144 (16), DEFA14A (15), 425 (13), 5 (12), S-3/A (11), 8-K/A (10), S-3 (8), S-3ASR (8), S-8 (6), POS AM (4), SCHEDULE 13G/A (4), 10-K405 (3), 8-A12B (3), EFFECT (3), S-4 (3), SC 13D (3), SCHEDULE 13G (3), POSASR (2), PRE 14A (2), REGDEX (2), RW (2), 10-K/A (1), 10-K405/A (1), 25-NSE (1), 305B2 (1), 8-A12G (1), DEFS14A (1), NT 10-K (1), NT 10-Q (1), PRES14A (1), S-3D (1), S-4/A (1)

  • Latest filingsAnnual report (10-K) Feb 20, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Mar 27, 2026
    Latest 8-K (8-K) Sep 25, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $.0001 par value (Essex Property Trust, Inc.)ESSNew York Stock Exchange

From the cover page of the 10-K filed Feb 20, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Essex Property Trust, Inc. names in Item 1A of its 10-K filed Feb 20, 2026: 57 risks under these headings, as written.16

  • Risks Related to Our Real Estate Investments and Operations
  • General real estate investment risks may materially adversely affect property income and values, and therefore our stock price may be materially adversely affected.
  • Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire.
  • Economic environments can negatively impact the Company’s liquidity and results of operations.
  • Rent control, eviction moratoria or potential changes in applicable laws, or noncompliance with applicable laws, could materially adversely affect the Company’s stock price, business, financial condition and results of operations, and/or expose us to liability.
  • Acquisitions of communities involve various risks and uncertainties and may fail to meet expectations.
  • Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results.
  • The geographic concentration of the Company’s communities and fluctuations in local markets may adversely affect the Company’s financial condition and results of operations.
  • The Company may experience various increased costs, including increased property taxes, to own and maintain its properties.
  • Competition in the apartment community market and other housing alternatives may materially adversely affect operations and the rental demand for the Company’s communities.
  • Investments in mortgages, mezzanine loans, subordinated debt, other real estate, and other marketable securities could materially adversely affect the Company’s cash flow from operations.
  • We may pursue acquisitions of other REITs and real estate companies, which may not yield anticipated results and could materially adversely affect our results of operations.
The other 46 risks
  • Real estate investments are relatively illiquid and, therefore, the Company’s ability to vary its portfolio promptly in response to changes in economic or other conditions may be limited.
  • The Company’s portfolio may have environmental liabilities.
  • The Company may incur general uninsured losses or may experience market conditions that impact the procurement of certain insurance policies.
  • Climate change may materially adversely affect our business.
  • Accidental death or severe injuries at our communities due to wildfires, floods, other disasters or hazards could materially adversely affect our business and results of operations.
  • Adverse changes in laws may materially adversely affect the Company’s liabilities and/or operating costs relating to its properties and its operations.
  • Failure to succeed in new markets or with new community operations formats may limit the Company’s growth, and additionally, the Company’s commercial leases could adversely affect us.
  • Our business and reputation depend on our ability to continue providing high quality housing and consistent operation of our communities, the failure of which could materially adversely affect our business, financial condition and results of operations.
  • The Company’s real estate assets may be subject to impairment charges.
  • We are subject to laws and regulations relating to the handling of personal information and we rely on information technology to sustain our operations. Any material failure, inadequacy, interruption or breach of the Company’s privacy or information systems, or those of our vendors or other third parties, could materially adversely affect the Company’s business, financial condition and results of operations.
  • Reliance on third party software providers to host systems is critical to our operations and to provide the Company with data, and regulation of those providers and practices may impact operational capabilities.
  • We may from time to time be subject to litigation or regulatory investigation, which could have a material adverse effect on our business, financial condition and results of operations.
  • Risks Related to Our Indebtedness and Financings
  • Capital and credit market conditions and volatility, including significant fluctuations in the price of the Company’s stock, may affect the Company’s access to sources of capital and/or the cost of capital, which could materially adversely affect the Company’s business, stock price, results of operations, cash flows and financial condition.
  • Debt financing has inherent risks.
  • Compliance requirements of tax-exempt financing and below market rent requirements may limit income from certain communities.
  • The indentures governing our notes and other financing arrangements contain restrictive covenants that limit our operating flexibility and restrict our ability to take specific actions, even if we believe such actions to be in our best interests, including restrictions on our ability to consummate a merger, consolidation or sale of all or substantially all of our assets; and incur additional secured and unsecured indebtedness.
  • Interest rate hedging arrangements may result in losses.
  • A downgrade in the Company’s investment grade credit rating could materially adversely affect its business and financial condition.
  • Changes in the Company’s financing policy may lead to higher levels of indebtedness.
  • If the Company or any of its subsidiaries defaults on an obligation to repay outstanding indebtedness when due, the default could trigger a cross-default or cross-acceleration under other indebtedness.
  • The Company could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multifamily housing.
  • Risks Related to Personnel
  • The Company depends on its personnel, whose continued service is not guaranteed.
  • The Company’s Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest.
  • The influence of executive officers, directors, and significant stockholders may be detrimental to holders of common stock.
  • Our related party guidelines may not adequately address all of the issues that may arise with respect to related party transactions.
  • Employee theft or fraud could result in loss.
  • Risks Related to Taxes, Our Status as a REIT and Our Organizational Structure
  • Failure to generate sufficient rental revenue or other liquidity needs and impacts of economic conditions could limit cash flow available for dividend distributions, as well as the form and timing of such distributions, to Essex’s stockholders or the Operating Partnership’s unitholders.
  • Essex may choose to pay dividends in its own stock, which could materially adversely affect its stockholders.
  • The Company’s future issuances of common stock, preferred stock or convertible debt securities could be dilutive to current stockholders and materially adversely affect the market price of the Company’s common stock.
  • The Maryland Business Combination Act may delay, defer or prevent a transaction or change in control of the Company that might involve a premium price for the Company’s stock or otherwise be in the best interest of our stockholders.
  • Certain provisions contained in the Operating Partnership agreement, Charter and Bylaws, and certain provisions of the Maryland General Corporation Law could delay, defer or prevent a change in control.
  • Stockholders have limited control over changes in our policies and operations.
  • Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
  • Legislative or other actions affecting REITs could have a material adverse effect on the Company or its stockholders.
  • Failure of one or more of the Company’s subsidiaries to qualify as a REIT could materially adversely affect the Company’s ability to qualify as a REIT.
  • The tax imposed on REITs engaging in “prohibited transactions” may limit the Company’s ability to engage in transactions which would be treated as sales for federal income tax purposes.
  • Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations, which could reduce the net cash received by stockholders and may be detrimental to the Company’s ability to raise additional funds through any
  • We may face risks in connection with Section 1031 exchanges.
  • Partnership tax audit rules could have a material adverse effect on us.
  • General Risks
  • The soundness of financial institutions could materially adversely affect us.
  • The price per share of the Company’s stock may fluctuate significantly.
  • Our score by proxy advisory firms or other corporate governance consultants advising institutional investors could have an adverse effect on our reputation, the perception of our corporate governance, and thereby materially adversely affect the market price of our common stock.
  • Corporate responsibility, specifically related to sustainability factors, may impose additional costs and expose us to new risks or litigation.
  • We could face adverse consequences as a result of M&A activity in the REIT sector and actions of activist investors.
  • Any material weaknesses identified in the Company’s internal control over financial reporting could have an adverse effect on the Company’s stock price.
  • Increased public, media, regulatory and governmental scrutiny of the housing industry could materially adversely affect our business, reputation, and results of operations.

Legal proceedings

The information regarding lawsuits, other proceedings and claims, set forth in Note 17, “Commitments and Contingencies”, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated by reference into this Item 3. In addition to such matters referred to in Note 17, the Company is subject to various other legal and/or regulatory proceedings arising in the 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.

The opening of Item 3, Legal Proceedings.16

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