8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2024

ESSEX PROPERTY TRUST, INC.

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in Its Charter)

001-13106 (Essex Property Trust, Inc.)

333-44467-01 (Essex Portfolio, L.P.)

(Commission File Number)

Maryland (Essex Property Trust, Inc.)	77-0369576 (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)	77-0369575 (Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

1100 Park Place, Suite 200

San Mateo, CA 94403

 (Address of principal executive offices, including zip code)

(650) 655-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value (Essex Property Trust, Inc.)	ESS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Essex Property Trust, Inc.	Emerging growth company	☐
Essex Portfolio, L.P.	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. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2024, Essex Property Trust, Inc. (the “Company”) issued a press release and supplemental information announcing the Company’s financial results for the three and nine months ended September 30, 2024. The Company has posted a copy of the press release and supplemental information on the Company’s website at www.essex.com. A copy of the press release and supplemental information is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release and Supplemental Information for the three and nine months ended September 30, 2024.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

Date: October 29, 2024	ESSEX PROPERTY TRUST, INC.
	/s/ Barbara Pak
	Name:	Barbara Pak
	Title:	Executive Vice President and Chief Financial Officer
	ESSEX PORTFOLIO, L.P.
	By:	Essex Property Trust, Inc.
	Its:	General Partner
	/s/ Barbara Pak
	Name:	Barbara Pak
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

THIRD QUARTER 2024  EARNINGS RELEASE &  SUPPLEMENTAL DATA  Century Towers | San Jose, CA 

Third Quarter 2024

Earnings Release and Supplemental Data

Table of Contents
Earnings Press Release	Pages 1 - 9
Consolidated Operating Results	S-1 & S-2
Consolidated Funds from Operations	S-3
Consolidated Balance Sheets	S-4
Debt Summary	S-5
Capitalization Data, Public Bond Covenants, Credit Ratings, and Selected Credit Ratios	S-6
Portfolio Summary by County	S-7
Operating Income by Quarter	S-8
Same-Property Revenue Results by County, Quarter-to-Date	S-9
Same-Property Revenue Results by County, Year-to-Date	S-9.1
Same-Property Operating Expenses, Quarter and Year-to-Date	S-10
Capital Expenditures	S-11
Co-Investments and Preferred Equity Investments	S-12
Assumptions for 2024 FFO Guidance Range	S-13
Reconciliation of Projected EPS, FFO and Core FFO per diluted share	S-13.1
Market Economic Rent Growth Trending Along the Pre-COVID Average	S-13.2
Summary of Apartment Community Acquisitions and Dispositions Activity	S-14
Same-Property Delinquencies, Operating Statistics, and Revenue Growth on a GAAP basis	S-15
MSA Level Supply Forecast: 2023A - 2025E	S-16
2025E Early Building Blocks to Same-Property Revenue Growth	S-16.1
Reconciliations of Non-GAAP Financial Measures and Other Terms	S-17.1 – S-17.4

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com

Essex Announces Third Quarter 2024 Results and

Raises Full-Year 2024 Guidance

San Mateo, California—October 29, 2024—Essex Property Trust, Inc. (NYSE: ESS) (the “Company”) announced today its third quarter 2024 earnings results and related business activities.

Net Income, Funds from Operations (“FFO”), and Core FFO per diluted share for the quarter ended September 30, 2024 are detailed below.

	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
	2024		2023		Change		2024		2023		Change
Per Diluted Share
Net Income		$1.84		$1.36		35.3%		$7.54		$5.30		42.3%
Total FFO		$3.81		$3.69		3.3%		$12.30		$11.37		8.2%
Core FFO		$3.91		$3.78		3.4%		$11.68		$11.21		4.2%

Third Quarter 2024 Highlights:

• Reported Net Income per diluted share for the third quarter of 2024 of $1.84, compared to $1.36 in the third quarter of 2023. The increase is largely attributable to gains on remeasurements of co-investments recognized in the third quarter of 2024.

• Grew Core FFO per diluted share by 3.4% compared to the third quarter of 2023, exceeding the midpoint of the Company’s guidance range by $0.04. The outperformance was primarily driven by favorable same-property revenue growth.

• Achieved same-property revenue and net operating income (“NOI”) growth of 3.5% and 2.6%, respectively, compared to the third quarter of 2023. On a sequential basis, same-property revenues improved 1.2%.

• Issued $200.0 million of 10-year senior unsecured notes due in April 2034 at an effective yield of 5.1%.

• Acquired and consolidated two joint venture apartment home communities located in San Jose, CA at a combined valuation of $290.5 million on a gross basis.

• Raised full-year 2024 guidance range as detailed in the table below:

Full-Year 2024 Revised Guidance	Revised Range	Revised Midpoint	Change at Midpoint
Net Income per diluted share	$8.66 - $8.78	$8.72		+$0.37
Core FFO per diluted share	$15.50 - $15.62	$15.56		+$0.06
Same-Property Revenues	3.10% to 3.40%	3.25%		+0.25%
Same-Property Operating Expenses	4.50% to 5.00%	4.75%	Unchanged
Same-Property NOI	2.30% to 2.90%	2.60%		+0.30%

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com

Same-Property Operations

Same-property operating results exclude any properties that are not comparable for the periods presented. The table below illustrates the percentage change in same-property gross revenues for the quarter ended September 30, 2024 compared to the quarter ended September 30, 2023, and the sequential percentage change for the quarter ended September 30, 2024 compared to the quarter ended June 30, 2024, by submarket for the Company:

	Q3 2024 vs. Q3 2023		Q3 2024 vs. Q2 2024		% of Total
	Revenue Change		Revenue Change		Q3 2024 Revenues
Southern California
Los Angeles County		2.5%		1.0%		18.6%
Orange County		5.2%		1.5%		10.7%
San Diego County		5.3%		1.5%		9.1%
Ventura County		6.3%		1.6%		4.2%
Total Southern California		4.1%		1.3%		42.6%
Northern California
Santa Clara County		2.4%		1.0%		19.6%
Alameda County		1.8%		1.1%		7.7%
San Mateo County		3.2%		1.1%		4.5%
Contra Costa County		3.3%		0.9%		5.4%
San Francisco		5.0%		1.4%		2.5%
Total Northern California		2.7%		1.0%		39.7%
Seattle Metro		3.8%		1.1%		17.7%
Same-Property Portfolio		3.5%		1.2%		100.0%

The table below illustrates the components that drove the change in same-property revenue on a year-over-year basis for the three- and nine-month periods ended September 30, 2024 and on a sequential basis for the quarter ended September 30, 2024.

Same-Property Revenue Components	Q3 2024 vs. Q3 2023		YTD 2024 vs. YTD 2023		Q3 2024 vs. Q2 2024
Scheduled Rents		1.7%		1.9%		0.9%
Delinquencies		1.3%		1.1%		0.2%
Cash Concessions		0.0%		0.1%		0.0%
Vacancy		-0.3%		-0.4%		0.0%
Other Income		0.8%		0.8%		0.1%
2024 Same-Property Revenue Growth		3.5%		3.5%		1.2%

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	Year-Over-Year Change						Year-Over-Year Change
	Q3 2024 compared to Q3 2023						YTD 2024 compared to YTD 2023
	Revenues		Operating Expenses		NOI		Revenues		Operating Expenses		NOI
Southern California		4.1%		4.3%		4.0%		4.3%		4.1%		4.3%
Northern California		2.7%		6.8%		0.9%		2.8%		5.6%		1.6%
Seattle Metro		3.8%		5.4%		3.1%		3.2%		5.7%		2.1%
Same-Property Portfolio		3.5%		5.5%		2.6%		3.5%		5.0%		2.9%

	Sequential Change
	Q3 2024 compared to Q2 2024
	Revenues		Operating Expenses		NOI
Southern California		1.3%		4.7%		0.0%
Northern California		1.0%		7.5%		-1.7%
Seattle Metro		1.1%		3.6%		0.0%
Same-Property Portfolio		1.2%		5.6%		-0.7%

	Financial Occupancies
	Quarter Ended
	9/30/2024		6/30/2024		9/30/2023
Southern California		95.9%		95.7%		96.3%
Northern California		96.4%		96.3%		96.6%
Seattle Metro		96.6%		97.1%		96.3%
Same-Property Portfolio		96.2%		96.2%		96.4%

Investment Activity

Acquisitions

In July, the Company acquired its joint venture partner’s 49.9% common equity interest in Patina at Midtown, a 269-unit apartment home community built in 2021 and located in San Jose, CA, for a total contract price of $117.0 million on a gross basis. This reflects an attractive valuation of $435,000 per unit. Concurrent with the closing, the Company repaid a $95.0 million secured mortgage encumbering the property and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded a gain on remeasurement of co-investments of $2.2 million, which has been excluded from Total and Core FFO.

In September, the Company acquired its joint venture partner’s 50% common equity interest in Century Towers, a 376-unit apartment home community built in 2017 and located in San Jose, CA, for a total contract price of $173.5 million on a gross basis. This reflects an attractive valuation of $458,000 per unit. Concurrent with the closing, the Company repaid a $110.5 million secured mortgage encumbering the property and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company issued approximately $25.0 million of Operating Partnership Units (“OP Units”) to the seller at $305 per unit. The

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Company recorded a gain on remeasurement of co-investments of $29.4 million, which has been excluded from Total and Core FFO.

Subsequent to quarter end, the Company acquired its joint venture partner’s 49.9% interest in the BEX II portfolio, comprising of four communities totaling 871 apartment homes, for a total contract price of $337.5 million on a gross basis. Concurrent with the closing, the Company assumed $95.0 million of secured mortgages.

Dispositions

Subsequent to quarter end, the Company sold its 81.5% interest in a 76-year-old apartment home community located in San Mateo, CA for a total contract price of $252.4 million on a gross basis. The 697-unit apartment home community was unencumbered and was classified as held for sale on the balance sheet as of September 30, 2024.

Other Investments

In July, the Company received cash proceeds of $40.1million from the full redemption of a subordinated loan investment yielding an 11.5% rate of return.

Subsequent to quarter end, the Company received cash proceeds of $55.8 million from the full and partial redemptions of two structured finance investments yielding a 9.6% weighted average rate of return. Year-to-date through October, the Company has received cash proceeds of $106.2 million from redemptions of structured finance investments yielding a 10.4% weighted average rate of return.

Liquidity and Balance Sheet

Common Stock

Year-to-date through October 28, 2024, the Company has not issued any shares of common stock through its equity distribution program or repurchased any shares through its stock repurchase plan.

Balance Sheet

In August, the Company issued $200.0 million of 10-year senior unsecured notes due in April 2034 bearing an interest rate of 5.50% per annum and an effective yield of 5.11%. The notes were issued as additional notes to the previous offering conducted in March 2024.

In September, the Company extended the maturity date of its $1.2 billion unsecured line of credit facility to mature in January 2029 with two additional six-month extension options, exercisable at the Company’s option. The underlying interest rate on the line of credit is unchanged at Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s corporate ratings and further adjusted by the facility’s Sustainability Metric Adjustment feature.

As of October 28, 2024, the Company had approximately $1.2 billion in liquidity via undrawn capacity on its unsecured credit facilities, cash and cash equivalents, and marketable securities.

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Guidance

For the third quarter of 2024, the Company exceeded the midpoint of the guidance range provided in its second quarter 2024 earnings release for Core FFO by $0.04 per diluted share. The outperformance primarily relates to favorable same-property revenue growth.

The following table provides a reconciliation of third quarter 2024 Core FFO per diluted share to the midpoint of the guidance provided in the Company’s second quarter 2024 earnings release.

	Per Diluted Share
Guidance midpoint of Core FFO per diluted share for Q3 2024	$	3.87
NOI from Consolidated Communities		0.04
FFO from Co-Investments		0.01
G&A and Other		(0.01)
Core FFO per diluted share for Q3 2024 reported	$	3.91

The table below provides key updates to the Company’s 2024 full-year assumptions for Net Income, Total FFO, Core FFO per diluted share, and same-property growth. For additional details regarding the Company’s 2024 Core FFO guidance range, please see page S-13 of the accompanying supplemental financial information.

2024 Full-Year and Fourth Quarter Guidance

	Previous Range	Previous Midpoint	Revised Range	Revised Midpoint	Change at the Midpoint
Per Diluted Share
Net Income	$8.23 - $8.47	$8.35	$8.66 - $8.78	$8.72	+$0.37
Total FFO	$15.93 - $16.17	$16.05	$15.86 - $15.98	$15.92	($0.13)
Core FFO	$15.38 - $15.62	$15.50	$15.50 - $15.62	$15.56	+$0.06
Q4 2024 Core FFO	-	-	$3.82 - $3.94	$3.88	N/A
Same-Property Growth on a Cash-Basis (1)
Revenues	2.70% to 3.30%	3.00%	3.10% to 3.40%	3.25%	+0.25%
Operating Expenses	4.50% to 5.00%	4.75%	4.50% to 5.00%	4.75%	Unchanged
NOI	1.80% to 2.80%	2.30%	2.30% to 2.90%	2.60%	+0.30%

⁽¹⁾ The midpoint of the Company’s same-property revenues and NOI on a GAAP basis are 3.40% and 2.90%, respectively, representing a 0.20% and 0.40% increase to the Company’s previous guidance midpoints.

Conference Call with Management

The Company will host an earnings conference call with management to discuss its quarterly results on Wednesday, October 30, 2024 at 10:00 a.m. PT (1:00 p.m. ET), which will be broadcast live via the Internet at www.essex.com, and accessible via phone by dialing toll-free, (877) 407-0784, or toll/international, (201) 689-8560. No passcode is necessary.

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A rebroadcast of the live call will be available online for 30 days and digitally for 7 days. To access the replay online, go to www.essex.com and select the third quarter 2024 earnings link. To access the replay, dial (844) 512-2921 using the replay pin number 13749248. If you are unable to access the information via the Company’s website, please contact the Investor Relations Department at investors@essex.com or calling (650) 655-7800.

Upcoming Events

The Company is scheduled to participate in the National Association of Real Estate Investment Trusts (“NAREIT”) REITWorld Conference held at the Wynn Las Vegas in Las Vegas, NV on November 19, 2024. A copy of any materials provided by the Company at the conference will be made available on the Investors section of the Company’s website at www.essex.com.

Corporate Profile

Essex Property Trust, Inc., an S&P 500 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 254 apartment communities comprising approximately 62,000 apartment homes. Additional information about the Company can be found on the Company’s website at www.essex.com.

This press release and accompanying supplemental financial information has been furnished to the Securities and Exchange Commission electronically on Form 8-K and can be accessed from the Company’s website at www.essex.com. If you are unable to obtain the information via the Web, please contact the Investor Relations Department at (650) 655-7800.

FFO Reconciliation

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or

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financing activities as defined under GAAP. Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the three and nine months ended September 30, 2024 and 2023 (in thousands, except for share and per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
Funds from Operations attributable to common stockholders and unitholders	2024			2023			2024			2023
Net income available to common stockholders	$	118,424		$	87,282		$	484,069		$	340,434
Adjustments:
Depreciation and amortization		146,439			137,357			431,785			410,422
Gains not included in FFO		(31,583	)		-			(169,909	)		(59,238	)
Casualty loss		-			-			-			433
Impairment loss from unconsolidated co-investments		-			-			3,726			-
Depreciation and amortization from unconsolidated co-investments		16,417			18,029			52,267			53,486
Noncontrolling interest related to Operating Partnership units		4,206			3,072			17,075			11,982
Depreciation attributable to third party ownership and other		(370	)		(371	)		(1,149	)		(1,095	)
Funds from Operations attributable to common stockholders and unitholders	$	253,533		$	245,369		$	817,864		$	756,424
FFO per share – diluted	$	3.81		$	3.69		$	12.30		$	11.37
Expensed acquisition and investment related costs	$	-		$	31		$	68		$	375
Tax (benefit) expense on unconsolidated co-investments (1)		(441	)		404			(1,199	)		1,237
Realized and unrealized (gains) losses on marketable securities, net		(5,697	)		4,577			(10,645	)		(4,294	)
Provision for credit losses		(182	)		17			(116	)		51
Equity income from non-core co-investments (2)		(555	)		(538	)		(6,282	)		(1,422	)
Co-investment promote income		-			-			(1,531	)		-
Income from early redemption of preferred equity investments and notes receivable		-			-			-			(285	)
General and administrative and other, net		13,956			1,743			22,403			2,570
Insurance reimbursements, legal settlements, and other, net (3)		(612	)		(283	)		(43,912	)		(9,082	)
Core Funds from Operations attributable to common stockholders and unitholders	$	260,002		$	251,320		$	776,650		$	745,574
Core FFO per share – diluted	$	3.91		$	3.78		$	11.68		$	11.21
Weighted average number of shares outstanding diluted (4)		66,551,838			66,445,256			66,500,412			66,537,111

⁽¹⁾ Represents tax related to net unrealized gains or losses on technology co-investments.

⁽²⁾ Represents the Company’s share of co-investment income or loss from technology co-investments.

⁽³⁾ Includes legal settlement gains of $42.5 million and $7.7 million for the nine months ended September 30, 2024 and 2023, respectively.

⁽⁴⁾ Assumes conversion of all outstanding limited partnership units in Essex Portfolio, L.P. (the “Operating Partnership”) into shares of the Company’s common stock and excludes DownREIT limited partnership units.

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Net Operating Income (“NOI”) and Same-Property NOI Reconciliations

NOI and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of income. The presentation of same-property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines same-property NOI as same-property revenues less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented (dollars in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Earnings from operations	$	128,790		$	131,784		$	398,599		$	454,001
Adjustments:
Corporate-level property management expenses		12,150			11,504			36,004			34,387
Depreciation and amortization		146,439			137,357			431,785			410,422
Management and other fees from affiliates		(2,563	)		(2,785	)		(7,849	)		(8,328	)
General and administrative		29,067			14,611			67,374			43,735
Expensed acquisition and investment related costs		-			31			68			375
Casualty loss		-			-			-			433
Gain on sale of real estate and land		-			-			-			(59,238	)
NOI		313,883			292,502			925,981			875,787
Less: Non-same property NOI		(26,431	)		(12,390	)		(66,748	)		(40,504	)
Same-Property NOI	$	287,452		$	280,112		$	859,233		$	835,283

Safe Harbor Statement Under The Private Litigation Reform Act of 1995:

This press release includes “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. Forward-looking statements are statements which are not historical facts, 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 the Company’s fourth quarter and full-year 2024 guidance (including net income, Total FFO and Core FFO, same-property growth and related assumptions) and anticipated yield on certain investments. 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

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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: assumptions related to our fourth quarter and full-year 2024 guidance; 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; 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 our 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 the Company’s annual report on Form 10-K for the year ended December 31, 2023, quarterly reports on Form 10-Q, 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 press release.

Definitions and Reconciliations

Non-GAAP financial measures and certain other capitalized terms, as used in this earnings release, are defined and further explained on pages S-17.1 through S-17.4, “Reconciliations of Non-GAAP Financial Measures and Other Terms,” of the accompanying supplemental financial information. The supplemental financial information is available on the Company’s website at www.essex.com.

Contact Information

Loren Rainey

Director, Investor Relations

(650) 655-7800

lrainey@essex.com

- 9 -

E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Operating Results

(Dollars in thousands, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
Rental and other property	$	448,135		$	416,398		$	1,312,132		$	1,239,319
Management and other fees from affiliates		2,563			2,785			7,849			8,328
		450,698			419,183			1,319,981			1,247,647
Expenses:
Property operating		134,252			123,896			386,151			363,532
Corporate-level property management expenses		12,150			11,504			36,004			34,387
Depreciation and amortization		146,439			137,357			431,785			410,422
General and administrative		29,067			14,611			67,374			43,735
Expensed acquisition and investment related costs		-			31			68			375
Casualty loss		-			-			-			433
		321,908			287,399			921,382			852,884
Gain on sale of real estate and land		-			-			-			59,238
Earnings from operations		128,790			131,784			398,599			454,001
Interest expense, net (1)		(58,425	)		(53,471	)		(172,053	)		(155,262	)
Interest and other income		11,449			4,406			78,292			29,055
Equity income from co-investments		11,649			10,694			33,667			33,802
Tax benefit (expense) on unconsolidated co-investments		441			(404	)		1,199			(1,237	)
Gain on remeasurement of co-investment		31,583			-			169,909			-
Net income		125,487			93,009			509,613			360,359
Net income attributable to noncontrolling interest		(7,063	)		(5,727	)		(25,544	)		(19,925	)
Net income available to common stockholders	$	118,424		$	87,282		$	484,069		$	340,434
Net income per share - basic	$	1.84		$	1.36		$	7.54		$	5.30
Shares used in income per share - basic		64,227,662			64,184,180			64,214,258			64,274,085
Net income per share - diluted	$	1.84		$	1.36		$	7.54		$	5.30
Shares used in income per share - diluted		64,271,459			64,186,020			64,234,358			64,275,279

⁽¹⁾ Refer to page S-17.2, the section titled “Interest Expense, Net” for additional information.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-1

E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Operating Results - Selected Line Item Detail

(Dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Rental and other property
Rental income	$	440,649		$	410,438		$	1,290,026		$	1,222,859
Other property		7,486			5,960			22,106			16,460
Rental and other property	$	448,135		$	416,398		$	1,312,132		$	1,239,319
Property operating expenses
Real estate taxes	$	48,956		$	46,876		$	143,188		$	138,787
Administrative		13,782			12,370			42,881			37,254
Maintenance and repairs		16,197			15,361			44,987			44,629
Personnel costs		24,756			22,756			72,583			68,609
Utilities		30,561			26,533			82,512			74,253
Property operating expenses	$	134,252		$	123,896		$	386,151		$	363,532
Interest and other income
Marketable securities and other income	$	5,044		$	8,830		$	23,729		$	16,581
Realized and unrealized gains (losses) on marketable securities, net		5,697			(4,577	)		10,645			4,294
Provision for credit losses		182			(17	)		116			(51	)
Insurance reimbursements, legal settlements, and other, net		526			170			43,802			8,231
Interest and other income	$	11,449		$	4,406		$	78,292		$	29,055
Equity income from co-investments
Equity loss from co-investments	$	(862	)	$	(3,267	)	$	(6,736	)	$	(9,115	)
Income from preferred equity investments		11,870			13,310			36,206			40,359
Equity income from non-core co-investments		555			538			6,282			1,422
Insurance reimbursements, legal settlements, and other, net		86			113			110			851
Impairment loss from unconsolidated co-investment		-			-			(3,726	)		-
Co-investment promote income		-			-			1,531			-
Income from early redemption of preferred equity investments		-			-			-			285
Equity income from co-investments	$	11,649		$	10,694		$	33,667		$	33,802
Noncontrolling interest
Limited partners of Essex Portfolio, L.P.	$	4,206		$	3,072		$	17,075		$	11,982
DownREIT limited partners’ distributions		2,284			2,162			6,867			6,493
Third-party ownership interest		573			493			1,602			1,450
Noncontrolling interest	$	7,063		$	5,727		$	25,544		$	19,925

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-2

E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Funds from Operations ⁽¹⁾

(Dollars in thousands, except share and per share amounts and in footnotes)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024			2023			% Change		2024			2023			% Change
Funds from operations attributable to common stockholders and unitholders (FFO)
Net income available to common stockholders	$	118,424		$	87,282				$	484,069		$	340,434
Adjustments:
Depreciation and amortization		146,439			137,357					431,785			410,422
Gains not included in FFO		(31,583	)		-					(169,909	)		(59,238	)
Casualty loss		-			-					-			433
Impairment loss from unconsolidated co-investments		-			-					3,726			-
Depreciation and amortization from unconsolidated co-investments		16,417			18,029					52,267			53,486
Noncontrolling interest related to Operating Partnership units		4,206			3,072					17,075			11,982
Depreciation attributable to third party ownership and other (2)		(370	)		(371	)				(1,149	)		(1,095	)
Funds from operations attributable to common stockholders and unitholders	$	253,533		$	245,369				$	817,864		$	756,424
FFO per share-diluted	$	3.81		$	3.69			3.3%	$	12.30		$	11.37			8.2%
Components of the change in FFO
Non-core items:
Expensed acquisition and investment related costs	$	-		$	31				$	68		$	375
Tax (benefit) expense on unconsolidated co-investments (3)		(441	)		404					(1,199	)		1,237
Realized and unrealized (gains) losses on marketable securities, net		(5,697	)		4,577					(10,645	)		(4,294	)
Provision for credit losses		(182	)		17					(116	)		51
Equity income from non-core co-investments (4)		(555	)		(538	)				(6,282	)		(1,422	)
Co-investment promote income		-			-					(1,531	)		-
Income from early redemption of preferred equity investments and notes receivable		-			-					-			(285	)
General and administrative and other, net		13,956			1,743					22,403			2,570
Insurance reimbursements, legal settlements, and other, net (5)		(612	)		(283	)				(43,912	)		(9,082	)
Core funds from operations attributable to common stockholders and unitholders	$	260,002		$	251,320				$	776,650		$	745,574
Core FFO per share-diluted	$	3.91		$	3.78			3.4%	$	11.68		$	11.21			4.2%
Weighted average number of shares outstanding diluted (6)		66,551,838			66,445,256					66,500,412			66,537,111

⁽¹⁾ Refer to page S-17.2, the section titled “Funds from Operations (“FFO”) and Core FFO” for additional information on the Company’s definition and use of FFO and Core FFO.

⁽²⁾ The Company consolidates certain co-investments. The noncontrolling interest’s share of net operating income in these investments for the three and nine months ended September 30, 2024 was $0.9 million and $2.6 million, respectively.

⁽³⁾ Represents tax related to net unrealized gains or losses on technology co-investments.

⁽⁴⁾ Represents the Company’s share of co-investment income or loss from technology co-investments.

⁽⁵⁾ Includes legal settlement gains of $42.5 million and $7.7 million for the nine months ended September 30, 2024 and 2023, respectively.

⁽⁶⁾ Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-3

E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Balance Sheets

(Dollars in thousands)

	September 30, 2024			December 31, 2023
Real Estate:
Land and land improvements	$	3,174,058		$	3,036,912
Buildings and improvements		13,884,518			13,098,311
		17,058,576			16,135,223
Less: accumulated depreciation		(6,004,325	)		(5,664,931	)
		11,054,251			10,470,292
Real estate under development		25,087			23,724
Co-investments		1,007,252			1,061,733
Real estate held for sale		74,148			-
		12,160,738			11,555,749
Cash and cash equivalents, including restricted cash		80,263			400,334
Marketable securities		75,245			87,795
Notes and other receivables		200,295			174,621
Operating lease right-of-use assets		52,470			63,757
Prepaid expenses and other assets		78,436			79,171
Total assets	$	12,647,447		$	12,361,427
Unsecured debt, net	$	5,473,318		$	5,318,531
Mortgage notes payable, net		884,728			887,204
Lines of credit		7,885			-
Distributions in excess of investments in co-investments		79,985			65,488
Operating lease liabilities		53,510			65,091
Other liabilities		485,684			398,930
Total liabilities		6,985,110			6,735,244
Redeemable noncontrolling interest		33,977			32,205
Equity:
Common stock		6			6
Additional paid-in capital		6,671,264			6,656,720
Distributions in excess of accumulated earnings		(1,255,608	)		(1,267,536	)
Accumulated other comprehensive income, net		18,174			33,556
Total stockholders’ equity		5,433,836			5,422,746
Noncontrolling interest		194,524			171,232
Total equity		5,628,360			5,593,978
Total liabilities and equity	$	12,647,447		$	12,361,427

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-4

E S S E X  P R O P E R T Y  T R U S T, I N C.

Debt Summary - September 30, 2024

(Dollars in thousands, except in footnotes)

									Scheduled principal payments, unamortized premiums (discounts) and (debt issuance costs) are as follows - excludes lines of credit:
										Unsecured		Secured		Total		Weighted Average Interest Rate			Percentage of Total Debt
				Weighted Average
	Balance Outstanding			Interest Rate			Maturity in Years
Unsecured Debt, net
Bonds public - fixed rate	$	5,200,000			3.4	%		7.2	2024	$	-	$	794	$	794		3.5	%		0.0	%
Term loan (1)		300,000			4.2	%		3.0	2025		500,000		133,054		633,054		3.5	%		9.9	%
Unamortized discounts and debt									2026		450,000		99,405		549,405		3.5	%		8.6	%
issuance costs, net		(26,682	)		-			-	2027(1)		650,000		153,955		803,955		4.0	%		12.6	%
Total unsecured debt, net		5,473,318			3.5	%		7.0	2028		450,000		68,332		518,332		2.2	%		8.1	%
Mortgage Notes Payable, net									2029		500,000		1,456		501,456		4.1	%		7.9	%
Fixed rate - secured		665,437			4.3	%		5.1	2030		550,000		1,592		551,592		3.1	%		8.6	%
Variable rate - secured (2)		222,040			4.1	%		13.3	2031		600,000		1,740		601,740		2.3	%		9.4	%
Unamortized premiums and debt									2032		650,000		1,903		651,903		2.6	%		10.3	%
issuance costs, net		(2,749	)		-			-	2033		-		330,126		330,126		5.0	%		5.2	%
Total mortgage notes payable, net		884,728			4.2	%		7.1	2034		550,000		2,275		552,275		5.5	%		8.6	%
Unsecured Lines of Credit									Thereafter		600,000		92,845