UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 (MARK ONE)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________ to _____________

 001-13106 (Essex Property Trust, Inc.)
 333-44467-01 (Essex Portfolio, L.P.)
 (Commission File Number)

 ESSEX PROPERTY TRUST, INC.
 ESSEX PORTFOLIO, L.P.

 (Exact name of registrant as specified in its charter)

 Maryland
 77-0369576

 (Essex Property Trust, Inc.)
 (Essex Property Trust, Inc.)

 California
 77-0369575

 (Essex Portfolio, L.P.)
 (Essex Portfolio, L.P.)

 (State or Other Jurisdiction of Incorporation or Organization)
 (I.R.S. Employer Identification Number)

 1100 Park Place, Suite 200
 San Mateo, California 94403
 (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

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

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes

 No

 Yes

 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes

 No

 Yes

 No

 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.
 Yes

 No

 Yes

 No

 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).
 Yes

 No

 Yes

 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.:
 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 Essex Portfolio, L.P.:
 Large accelerated filer

 Accelerated filer

 Non-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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 Yes

 No

 Yes

 No

 As of June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of Essex Property Trust, Inc. was approximately $ 17.4 billion. The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date. This determination of affiliate status is not necessarily a conclusive determination for other purposes. There is no public trading market for the common units of Essex Portfolio, L.P. As a result, the aggregate market value of the common units held by non-affiliates of Essex Portfolio, L.P. cannot be determined.

 As of February 19, 2025, 64,325,080 shares of common stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE:
 Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission (the "SEC") pursuant to Regulation 14A in connection with the 2025 annual meeting of stockholders of Essex Property Trust, Inc. are incorporated by reference in Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the SEC within 120 days of December 31, 2024.

 Auditor Name: KPMG LLP Location: San Francisco, California PCAOB ID: 185

 EXPLANATORY NOTE

 This report combines the annual reports on Form 10-K for the year ended December 31, 2024 of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a Delaware 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 December 31, 2024, Essex owned approximately 96.5% of the ownership interest in the Operating Partnership with the remaining 3.5% 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-K 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.

 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 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 consolidated financial statements and as noncontrolling interest in Essex's consolidated financial statements. The noncontrolling interest in the Operating Partnership's consolidated financial statements include the interest of unaffiliated partners in various consolidated partnerships and co-investment partners.
 iii

 The noncontrolling interest in Essex's consolidated financial statements include (i) the same noncontrolling interest as presented in the Operating Partnership's 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-K provides separate 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-K also includes separate Part II, Item 9A. 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-K 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 consolidated balance sheets, statements of income, 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 consolidated financial statements for the periods and are normal and recurring in nature, except as otherwise noted.

 The accompanying consolidated financial statements should be read in conjunction with the notes to such consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
 iv

 ESSEX PROPERTY TRUST, INC.
 ESSEX PORTFOLIO, L.P.
 2024 ANNUAL REPORT ON FORM 10-K

 Part I.

 Page

 Item 1.
 Business

 Item 1A.
 Risk Factors

 Item 1B.
 Unresolved Staff Comments

 Item 1C.
 Cybersecurity

 Item 2.
 Properties

 Item 3.
 Legal Proceedings

 Item 4.
 Mine Safety Disclosures

 Part II.

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.
 [Reserved]

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risks

 Item 8.
 Financial Statements and Supplementary Data

 Item 9.
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.
 Controls and Procedures

 Item 9B.
 Other Information

 Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Part III.

 Item 10.
 Directors, Executive Officers and Corporate Governance

 Item 11.
 Executive Compensation

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence

 Item 14.
 Principal Accounting Fees and Services

 Part IV.

 Item 15.
 Exhibits and Financial Statement Schedules

 Item 16.
 Form 10-K Summary

 Signatures

 S-1

 v

 Forward-Looking Statements

 This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Exchange Act. Such forward-looking statements are described in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, "Forward-Looking Statements." Actual results could differ materially from those set forth in each forward-looking statement. Certain factors that might cause such a difference are discussed in this report, including in Item 1A, Risk Factors of this Form 10-K.

 Item 1. Business

 OVERVIEW

 Essex Property Trust, Inc. ("Essex"), a Maryland corporation, is an S&P 500 company that operates as a self-administered and self-managed real estate investment trust ("REIT"). Essex owns all of its interest in its real estate and other investments directly or indirectly through Essex Portfolio, L.P. (the "Operating Partnership" or "EPLP"). Essex is the sole general partner of the Operating Partnership and as of December 31, 2024, had an approximately 96.5% general partner interest in the Operating Partnership. In this report, the terms "Company," "we," "us," and "our" also refer to Essex Property Trust, Inc., the Operating Partnership and those entities/subsidiaries owned or controlled by Essex and/or the Operating Partnership.

 Essex has elected to be treated as a REIT for federal income tax purposes commencing with the year ended December 31, 1994. Essex completed its initial public offering on June 13, 1994. In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. A domestic taxable REIT subsidiary is subject to federal income tax as a regular C Corporation. All taxable REIT subsidiaries are consolidated by the Company for financial reporting purposes.

 The Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly apartment communities, located along the West Coast of the United States. As of December 31, 2024, the Company owned or had ownership interests in 255 operating apartment communities, aggregating 62,157 apartment homes, excluding the Company's ownership in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of various predevelopment projects (collectively, the "Portfolio").

 The Company's website address is  The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are available, free of charge, on its website as soon as practicable after the Company files the reports with the U.S. Securities and Exchange Commission ("SEC"). The information contained on the Company's website shall not be deemed to be incorporated into this report.

 BUSINESS STRATEGIES

 The following is a discussion of the Company's business strategies in regards to real estate investment and management.

 Business Strategies

 Research Driven Approach to Investments – The Company believes that successful real estate investment decisions and portfolio growth begin with extensive regional economic research and local market knowledge. The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating markets and focusing on the following strategic criteria:

 • Major metropolitan areas that have regional population in excess of one million;
 • Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways;
 • Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and
 • Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.

 Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its regional economic, and local market research, and adjusts the geographic focus of its portfolio accordingly. The Company seeks to increase its portfolio allocation in markets projected to have the strongest local economies and to decrease allocations in markets projected to have declining economic conditions. Likewise, the Company also seeks to increase its portfolio allocation in markets that have attractive property valuations and to decrease allocations in markets that have inflated valuations and low relative yields.

 Property Operations – The Company manages its communities by focusing on activities that may generate above-average rental growth, tenant retention/satisfaction and long-term asset appreciation. The Company intends to achieve this by utilizing the strategies set forth below:

 • Property Management – Oversee delivery and quality of the housing provided to our tenants and manage the properties financial performance.
 • Capital Preservation – The Company's asset management services are responsible for the planning, budgeting and completion of major capital improvement projects at the Company's communities.
 • Business Planning and Control – Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance based on collaborative discussions between property operations teams and the senior leadership team.
 • Development and Redevelopment – The Company focuses on acquiring and developing apartment communities in supply constrained markets, and redeveloping its existing communities to improve the financial and physical aspects of the Company's communities.

 CURRENT BUSINESS ACTIVITIES

 Acquisitions of Real Estate Interests

 The table below summarizes acquisition activity for the year ended December 31, 2024 ($ in millions):

 Property Name
 Essex Ownership Percentage
 Contract Price at Pro Rata Share

 BEXAEW Portfolio
 CA and WA
 1,480
 100%
 $
 252.0
 (1)

 Maxwell Sunnyvale
 CA
 100%
 46.6
 (2)

 ARLO Mountain View
 CA
 100%
 101.1

 Patina at Midtown
 CA
 100%
 58.4
 (3)

 Century Towers
 CA
 100%
 86.8
 (4)

 BEX II Portfolio
 CA
 100%
 168.4
 (5)

 Beaumont
 WA
 100%
 136.1

 Total acquisitions
 3,579

 $
 849.4

 (1)In March 2024, the Company acquired its joint venture partner's 49.9% interest in the BEXAEW LLC's ("BEXAEW") portfolio comprised of four communities for a total purchase price of $505.0 million on a gross basis.
 (2)In April 2024, the Company accepted the third-party sponsor's common equity interest affiliated with its $14.7 million preferred equity investment. The community was consolidated on the Company's financial statements at a $46.6 million valuation.
 (3)In July 2024, the Company acquired its joint venture partner's 49.9% common equity interest in Patina at Midtown for a total purchase price of $117.0 million on a gross basis.
 (4)In September 2024, the Company acquired its joint venture partner's 50% common equity interest in Century Towers for a total purchase price of $173.5 million on a gross basis.
 (5)In October 2024, the Company acquired its joint venture partner's 49.9% interest in the BEX II, LLC ("BEX II") portfolio, comprised of four communities for a total contract price of $337.5 million on a gross basis.

 Dispositions of Real Estate Interests

 As part of its strategic plan to own quality real estate in supply-constrained markets, the Company continually evaluates all of its communities and sells those communities that no longer meet the Company's strategic criteria. The Company may use the capital generated from the dispositions to invest in higher-return communities, other real estate investments or to fund other commitments. The Company believes that the sale of these communities will not have a material impact on its future results of operations or cash flows nor will the sale of these communities materially affect the Company's ongoing operations. In general, the Company seeks to offset the dilutive impact on long-term earnings and funds from operations from these dispositions through the positive impact of reinvestment of proceeds.

 The table below summarizes disposition activity for the year ended December 31, 2024 ($ in millions):

 Property Name
 Sale Price at Pro Rata Share

 Hillsdale Garden
 CA
 $
 205.7
 (1)

 Total dispositions

 $
 205.7

 (1) In October 2024, the Company sold its 81.5% interest in a consolidated co-investment, Hillsdale Garden, a 697-unit apartment home community, for a contract price of $252.4 million on a gross basis ($205.7 million at pro rata).

 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 December 31, 2024, the Company's development pipeline was comprised of various consolidated predevelopment projects with total incurred costs of $52.7 million.

 Long Term Debt

 During 2024, the Company made regularly scheduled principal payments of $3.1 million to its secured mortgage notes payable at an average interest rate of 3.5%.

 In March 2024, the Operating Partnership issued $350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500% per annum (the "2034 Notes"), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752% of the principal amount. The 2034 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay debt maturities, including to fund a portion of the repayment of its outstanding 3.875% senior unsecured notes due May 2024 and for other general corporate and working capital purposes. In August 2024, the Operating Partnership issued an additional $200.0 million of the 2034 Notes at a price of 102.871% of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110% per annum. These additional notes have substantially identical terms of the 2034 Notes issued in March 2024.

 Bank Debt

 As of December 31, 2024, Moody's Investor Service and Standard and Poor's ("S&P") credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

 As of December 31, 2024, the Company had two unsecured lines of credit aggregating $1.28 billion. The Company's $1.2 billion credit facility had an interest rate of Adjusted Secured Overnight Financing Rate ("Adjusted SOFR") plus 0.765% which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature, and a scheduled maturity date of January 2029 with two six-month extensions, exercisable at the Company's option. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029. The Company's $75.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature. Prior to its maturity in July 2024 the line of credit facility was amended such that the line's capacity was increased from $35.0 million to $75.0 million and the scheduled maturity date was extended to July 2026.

 Equity Transactions

 In August 2024, the Company entered into a new 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.
 The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the "2021 ATM Program"), which was terminated upon the establishment of the 2024 ATM Program.
 During the year ended December 31, 2024, the Company did not issue any shares of common stock under the 2024 ATM Program or the 2021 ATM Program. As of December 31, 2024, there were no outstanding forward sale agreements, and $900.0 million of shares remained available to be sold under the 2024 ATM Program.

 In September 2022, the Company's Board of Directors approved a stock repurchase plan 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 December 2015. During the year ended December 31, 2024, the Company did not repurchase any shares. As of December 31, 2024, the Company had $302.7 million of purchase authority remaining under the stock repurchase plan.

 Co-investments

 The Company has entered into, and may continue in the future to enter into, joint ventures or partnerships (including limited liability companies) through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership. For each joint venture the Company holds a non-controlling interest in the venture and, in most cases, may earn customary management fees, development fees, asset property management fees, and a promote interest.

 The Company has also made, and may continue in the future to make, preferred equity investments in various multifamily stabilized communities or development projects. The Company earns a preferred rate of return on these investments.

 HUMAN CAPITAL MANAGEMENT

 Company Overview and Values

 The Company's mission is to create quality communities in premier locations and it is critical to the Company's mission that it attracts, trains and retains a talented and diverse team by providing a compelling place to work and opportunities for professional growth. The Company's culture supports its mission and is guided by its core values: to act with integrity, to care about what matters, to do right with urgency, to lead at every level and to seek fairness. The Company is headquartered in San Mateo, CA, and has regional corporate offices in Woodland Hills, CA; Irvine, CA and Bellevue, WA.

 As of December 31, 2024, the Company had 1,715 employees, 99.8% of whom were full-time employees. A total of 1,293 employees worked on-site at our operating communities and 422 worked in our corporate offices. The Company's employee statistics for 2024 include the following data as of December 31, 2024: the Company's workforce was comprised of 6 self-identified ethnically diverse groups, making up 71% of our population, 52% of the Company's managerial employees, and included 29% of its senior executives; there were 204 women in positions of manager or higher, equating to 59% of managerial positions in the Company; the Company's workforce self-identified as 41% female and 58% male (1% chose not to disclose their gender); and, 55% of the Company's corporate associates self-identified as female.

 Workplace Culture

 The Company believes it has a broad perspective that better serves both the communities it operates in and the associates it employs due to fostering one of the most talented and diverse workforces among its peers in the real estate industry. The Company also supports employee-led resource groups which are open to all employees and intended to foster a sense of community and inclusion for associates at the Company that are intended to engage, educate, enable, and empower the Company's employees.

 Training and Development

 The Company values leadership at every level and enables the same by providing opportunities for all associates to develop personal and professional skills through programs that encourage associate retention and advancement. The Company currently offers training courses to its associates via Workday Learning, and its associates spent 13,122 hours learning in 2024. The Company also provides its associates with an annual $3,000 tuition reimbursement to further support outside professional growth opportunities. To identify, retain and reward top performers, the Company engages in meaningful internal succession planning and offers a tenure program, excellence awards, and a bonus recognition program to reward associates for good teamwork, good ideas, and good service. The Company encourages internal promotions and hiring for open positions, and the executive team actively mentors the Company's top talent to ensure strong leadership at the Company for the future. 38% of the Company's associates have approached or surpassed the Company's average tenure of 6.57 years, with 22% reaching beyond 10 years of service.

 Employee Safety, Health, and Wellness

 Safety is a top priority. The Company deeply cares about the wellbeing of its associates and residents. The Essex Safety Committee, comprised of key stakeholders across departments, meets quarterly and reviews the overall safety of the company in both our corporate offices and our communities. To maximize real-time responses, the Company has also established a working safety subcommittee that meets bi-weekly. The Company has implemented enhanced safety programs, which include a new Workplace Violence Prevention Program enacted companywide in 2024, regular safety inspections, emergency preparedness processes, hazard identification and control protocols, and related associate training.

 The Company's safety policies align with its health and wellness goals and seeks to proactively prevent workplace accidents and protect the health, wellness and safety of the Company's associates through training and analysis of incident reports. Additionally, the Company offers retirement support, associate discount programs, a mental health program (which includes counseling and coaching sessions for mental well-being support at no cost), refresh days for our operations teams, and health benefit credits for participation in wellness programs.

 Compensation and Benefits

 The Company offers competitive compensation to secure and retain top talent. Alongside competitive pay, the Company is committed to pay parity, and conducts a pay analysis on an annual basis which includes the development and use of a robust, multiple regression analysis model to confirm the Company's continued achievement of gender pay parity.

 Beyond competitive compensation, the Company offers a suite of benefits, including health insurance, a retirement plan with a $6,000 annual matching potential benefit, life and disability coverage, supplemental paid parental leave, and the robust health and wellness support programs noted above. Additionally, the Company offers an associate housing discount.

 Employee Engagement

 In order to engage and promote communication with our associates and solicit meaningful feedback on our efforts to create a positive work environment, the Company issues engagement surveys to all associates to measure 10 key drivers of employee engagement including goal setting, organizational fit, well-being, freedom of opinion, meaningful work, management support and recognition, among others. Engagement surveys are split into three phases: new hire surveys, Company-wide annual surveys, and exit surveys. 90% of Company employees participated in the surveys in 2024. The Company's overall engagement score on the surveys was 8 out of 10. Goal setting, Performance, and Alignment were recognized as the top three areas of strength for the organization.

 Community and Social Impact

 The Company believes volunteering can create positive change in the communities where our associates live and work and that the Company's commitment to giving back helps it attract and retain associates. The Company's volunteer program is aimed at supporting and encouraging eligible associates to become actively involved in their communities through the Company's support of charity initiatives and offering paid hours for volunteer time. Additionally, the Company's "Essex Cares" program provides direct aid to the Company's residents, associates, and local communities.

 INSURANCE

 The Company purchases general liability and property insurance coverage, including loss of rent, for each of its communities. The Company also purchases limited earthquake, terrorism, environmental and flood insurance. There are certain types of losses which may not be covered or could exceed coverage limits. The insurance programs are subject to deductibles and self-insured retentions in varying amounts. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC ("PWI"), to self-insure certain earthquake and property losses. As of December 31, 2024, PWI had cash and marketable securities of $98.9 million, and is consolidated in the Company's financial statements.

 All of the Company's communities are located in areas that are subject to earthquake activity. The Company evaluates its financial loss exposure to seismic events by using actuarial loss models developed by the insurance industry and in most cases property vulnerability analysis based on structural evaluations by seismic consultants. The Company manages this exposure, where considered appropriate, desirable, and cost-effective, by upgrading properties to increase their resistance to forces caused by seismic events, by considering available funds and coverages provided by PWI and/or by purchasing seismic insurance. In most cases the Company also purchases limited earthquake insurance for certain properties owned by the Company's co-investments.
 In addition, the Company carries other types of insurance coverage related to a variety of risks and exposures.
 Based on market conditions, the Company may change or potentially eliminate insurance coverages, or increase levels of self-insurance. Further, the Company may incur losses, which could be material, due to uninsured risks, deductibles and self-insured retentions, and/or losses in excess of coverage limits.
 COMPETITION

 There are numerous housing alternatives that compete with the Company's communities in attracting tenants. These include other apartment communities, condominiums and single-family homes. If the demand for the Company's communities is reduced or if competitors develop and/or acquire competing housing, rental rates and occupancy may drop which may have a material adverse effect on the Company's financial condition and results of operations.

 The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of apartment communities. Some competitors are larger and have greater resources than the Company. This competition may result in increased costs of apartment communities the Company acquires and/or develops.

 WORKING CAPITAL

 The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of its reasonably anticipated cash needs during 2025.

 The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates, stock price, and other fluctuations in the capital markets environment, which can affect the Company's plans for acquisitions, dispositions, development and redevelopment activities.

 ENVIRONMENTAL CONSIDERATIONS

 As a real estate owner and operator, we are subject to various federal, state and local environmental laws, regulations and ordinances and may be subject to liability and the costs of removal or remediation of certain potentially hazardous materials that may be present in our communities. See the discussion under the caption, "Risks Related to Our Real Estate Investments and Operations - The Company's portfolio may have environmental liabilities." in Item 1A, Risk Factors, for information concerning the potential effect of environmental regulations on its operations, which discussion is incorporated by reference into this Item 1.

 OTHER MATTERS

 Certain Policies of the Company

 The Company intends to continue to operate in a manner that will not subject it to regulation under the Investment Company Act of 1940. The Company may in the future (i) issue securities senior to its common stock, (ii) fund acquisition activities with borrowings under its line of credit and (iii) offer shares of common stock and/or units of limited partnership interest in the Operating Partnership or affiliated partnerships as partial consideration for property acquisitions. The Company from time to time acquires partnership interests in partnerships and joint ventures, either directly or indirectly through subsidiaries of the Company, when such entities' underlying assets are real estate.

 The Company invests primarily in apartment communities that are located in predominantly coastal markets within Southern California, Northern California, and the Seattle metropolitan area. The Company currently intends to continue to invest in apartment communities in such regions. However, the geographical composition of the portfolio is evaluated periodically and may be modified by management.

 ITEM 1A: RISK FACTORS
 For purposes of this section, the term "stockholders" means the holders of shares of Essex Property Trust, Inc.'s common stock. Set forth below are the risks that we believe are material to Essex Property Trust, Inc.'s stockholders and Essex Portfolio, L.P.'s unitholders. You should carefully consider the following factors in evaluating our Company, our properties and our business.

 Our business, results of operations, cash flows and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause our actual results of operations to vary materially from recent results or from our anticipated future results.

 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. If the communities and other real estate investments, including development and redevelopment properties, do not generate sufficient income to meet operating and financing expenses, cash flow and the ability to make distributions will be materially adversely affected. Income and growth from the communities may be further materially adversely affected by, among other things, the following factors, in addition to the other risk factors listed in this Item 1A:

 • changes in the general or local economic climate that could affect demand for housing, including an increase in the use of new technologies and artificial intelligence to replace workers, and other events negatively impacting local employment rates, tenant dispersion, wages and the local economy;
 • changes in demand for rental housing due to a variety of factors, including changing demographics or policies governing legal immigration, which could lead to a relative decrease in the renting population;
 • changes in supply and cost of housing;
 • changes in economic conditions, such as high or sustained inflationary periods in which our operating and financing costs may increase at a rate greater than our ability to increase rents, thereby compressing our operating margins which may have a material adverse effect on our business, or deflationary periods where rents may decline more quickly relative to operating and financing costs; and
 • the appeal and desirability of our communities to tenants relative to other housing alternatives, including the size and amenity offerings, safety and location convenience, and our technology offerings.

 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. If the Company is unable to promptly renew or re-let existing leases, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then the Company's results of operations and financial condition will be adversely affected.

 Economic environments can negatively impact the Company's liquidity and results of operations. In the event of a recession or other negative economic effects, including slowing job growth in key markets, the Company could incur reductions in rental and occupancy rates, property valuations and increases in costs. Any such recession or economic downturn may also affect consumer confidence and spending and negatively impact the volume and pricing of real estate transactions, which could materially adversely affect the Company's liquidity and its ability to vary its portfolio promptly in response to changes to the economy.

 Rent control, or future 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. The Company must own, operate, manage, acquire, develop and redevelop its properties in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, rent control or stabilization laws, emergency orders, laws benefiting disabled persons, federal, state and local tax laws, landlord tenant laws, environmental laws, employment laws, immigration laws and other laws regulating housing, revenue management software and practices, or laws that are generally applicable to the Company's business and operations. Changes in, or noncompliance with, laws and regulations could expose the Company to liability and could require the Company to make significant unanticipated expenditures to address noncompliance.

 Existing and future rent control or rent stabilization laws and regulations, along with similar laws and regulations that expand tenants' rights or impose additional costs on landlords, including any such laws or regulations imposed in response to natural disasters and/or media attention on the housing industry, may reduce rental revenues or increase operating costs and thus such laws and regulations may materially adversely affect our stock price, business, financial condition and results of operations. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our

 operating expenses and could reduce the value of our communities or make it more difficult for us to dispose of properties in certain circumstances. Expenses associated with our investment in these communities, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from the community.

 Future pandemics could materially affect our business, financial condition, stock price, and results of operations. Due to the national and global impacts of a pandemic or other health crisis, such as the COVID-19 pandemic, the Company may be subject to eviction moratoria, temporary or permanent legislative restrictions, limits on rent increases and collection efforts, or may be legally required to, or otherwise agree to, restructure tenants' rent obligations on less favorable terms than those currently in place. In the event of tenant nonpayment, default or bankruptcy, we may incur costs in protecting our investment, collecting delinquent rents, and re-leasing our property and we may have limited ability to renew existing leases or sign new leases at levels consistent with market rents. A pandemic or other health crisis may cause increased costs, lower profitability and market fluctuations that may affect our ability to obtain necessary funds for our business or negatively impact the ability of the Company's third-party mezzanine loan borrowers and preferred equity investment sponsors to repay the Company.

 Acquisitions of communities involve various risks and uncertainties and may fail to meet expectations. The Company's acquisition of apartment communities may fail to meet the Company's expectations due to factors including inaccurate estimates of future income, expenses, and the costs of improvements or redevelopment, which may be exacerbated by the lack of reliable market data due to inconsistent deal flow. Further, the value and operational performance of an apartment community may be diminished if neighborhood changes occur before we are able to redevelop or sell the community. Also, in connection with such acquisitions, we may assume unknown or contingent liabilities, which could ultimately lead to material costs for us that we did not expect to incur. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with apartment communities may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially adversely affect our business, financial condition and results of operations. The use of equity financing for future developments or acquisitions could dilute the interest of the Company's existing stockholders. If the Company finances new acquisitions under existing lines of credit, there is a risk that, unless the Company obtains substitute financing, the Company may not be able to undertake additional borrowing for further acquisitions or developments or such borrowing may not be available on advantageous terms.

 Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results. The Company pursues development and redevelopment projects, including densification projects, and those activities generally entail certain risks, including:

 • funds may be expended and management's time devoted to projects that may not be completed on time or at all;
 • construction costs may exceed original estimates possibly making some projects economically unfeasible;
 • projects may be delayed or abandoned due to, without limitation, weather conditions, labor or material shortages, municipal office closures and staff shortages, government recommended or mandated work stoppages, protestors obstructing access or environmental remediation;
 • occupancy rates and rents at a completed project may be less than anticipated;
 • expenses may be higher than anticipated, including, without limitation, due to inflationary pressures (including potentially exacerbated by the imposition of tariffs), supply chain issues, costs of litigation over construction contracts, environmental remediation or increased costs for labor (including potentially related to any shrinkage in the labor force or labor shortages related to changing immigration policies), materials and leasing;
 • we are reliant on third party contractors' and vendors' ability to deliver services and products as planned, and if the timeframe, quality or scope of such services and products are different than we expected, our projects may be subject to increased costs and our future income may be lower than expected;
 • we may be unable to obtain, or experience a delay in obtaining, necessary governmental approvals or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities;
 • we may be unable to obtain financing with favorable terms, or at all, for the proposed development or redevelopment of a community, which may cause us to delay or abandon an opportunity; and
 • we may incur liabilities to third parties during the development process.

 The geographic concentration of the Company's communities and fluctuations in local markets may materially adversely affect the Company's financial condition and results of operations. The Company's communities are concentrated in California and the Seattle metropolitan area, which exposes the Company to greater economic concentration risks. Factors that may materially adversely affect local market and economic conditions include regionally specific acts of nature (e.g., earthquakes, wildfires, floods, etc.), layoffs affecting specific or broad sectors of the economy (such as technology-based companies), and those other factors listed in the risk factor titled "General real estate investment risks may materially adversely affect property income and values" and elsewhere in this Item 1A.

 The Company is susceptible to adverse developments in economic and regulatory environments, such as increases in real estate and other taxes, and increased costs of complying with governmental regulations. The State of California is generally regarded as more litigious, highly regulated and taxed than many other states, which may reduce demand for the Company's communities. Any adverse developments in the economy or real estate markets in California or Washington, or any decrease in demand for the Company's communities resulting from the California or Washington regulatory or business environments, could have an adverse effect on the Company's business and results of operations.

 The Company may experience various increased costs, including increased property taxes, to own and maintain its properties. Real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property tax rates change. Our real estate taxes in Washington could increase as a result of property value reassessments or increased property tax rates. A California law commonly referred to as Proposition 13 ("Prop 13") generally limits annual real estate tax increases on California properties to 2% of assessed value. However, under Prop 13, property tax reassessment generally occurs as a result of a "change in ownership" of a property. Because the property taxing authorities may not determine whether there has been a "change in ownership" or the actual reassessed value of a property for a period of time after a transaction has occurred, we may not know the impact of a potential reassessment for a considerable amount of time following a particular transaction. Therefore, the amount of property taxes we are required to pay could increase substantially from the property taxes we currently pay or have paid in the past, including on a retroactive basis. Various initiatives to repeal or amend Prop 13, to eliminate its application to commercial and residential property, to increase the permitted annual real estate tax increases, and/or to introduce split tax roll legislation could increase the assessed value and/or tax rates applicable to commercial property in California. Further, changes in U.S. federal tax law could cause state and local governments to alter their taxation of real property.

 The Company may experience increased costs associated with capital improvements and property maintenance as its properties advance through their life cycles. In some cases, we may spend more than budgeted amounts to make necessary improvements or maintenance, which could materially adversely affect the Company's financial condition and results of operations.

 Competition in the apartment community market and other housing alternatives may materially adversely affect operations and the rental demand for the Company's communities. There are numerous housing alternatives that compete with the Company's communities in attracting tenants, including other apartment communities, condominiums and single-family homes. Competitive housing in a particular area and fluctuations in cost of owner-occupied single- and multifamily homes caused by a decrease in housing prices, mortgage interest rates and/or government programs to promote home ownership or create additional rental and/or other types of housing, or an increase in desire for more space due to work-from-home needs or increased time spent at home, could materially adversely affect the Company's ability to retain its tenants, lease apartment homes and increase or maintain rents. If the demand for the Company's communities is reduced, rental or occupancy rates may drop, which may have a material adverse effect on the Company's financial condition and results of operations. The Company also faces competition from other businesses and other entities in the acquisition, development and operation of apartment communities. This competition may result in increased costs to acquire or develop apartment communities or impact the Company's ability to identify suitable acquisition or development transactions.

 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. The Company may purchase or otherwise invest in securities issued by entities which own real estate and/or invest in mortgages or unsecured debt obligations. The Company may make or acquire mezzanine loans, which are generally subordinated loans. In general, investing in mortgages involves risk, including that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses; the borrower may not pay indebtedness under the mortgage when due and amounts recovered by the Company in connection with related foreclosures may be less than the amount owed; interest rates payable on the mortgages may be lower than the Company's cost of funds; in the case of junior mortgages, foreclosure of a senior mortgage could eliminate the junior mortgage; delays in the collection of principal and interest if a borrower claims bankruptcy; possible senior lender default or overconcentration of senior lenders in portfolio; and unanticipated early prepayments may limit the Company's expected return on its investment. If any of the above were to occur, it could materially adversely affect the Company's cash flows from operations.

 The Company's ownership of co-investments, including joint ventures and joint ownership of communities, its ownership of properties with shared facilities with a homeowners' association or other entity, its ownership of properties subject to a ground lease and its preferred equity investments and its other partial interests in entities that own communities, could limit the Company's ability to control such communities and may restrict our ability to finance, refinance, sell or otherwise transfer our interests in these properties and expose us to loss of the properties if such agreements are breached by us or terminated. The Company has entered into, and may continue in the future to enter into, certain co-investments, including joint

 ventures or partnerships through which it owns an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership.

 Joint venture partners often have shared control over the development and operation of the joint venture assets, which may prevent the Company from taking action without the partners' approval. A joint venture partner may have interests that are inconsistent with those of the Company or may take action contrary to the Company's interests or policies. Consequently, a joint venture partner's actions might subject property owned by the joint venture to additional risk. In some instances, the Company and the joint venture partner may each have the right to exercise a buy-sell arrangement, which could cause the Company to sell its interest, or acquire a partner's interest, at a time when the Company otherwise would not have initiated such a transaction, and may result in the valuation of our interest or our partner's interest at levels which may not be representative of the valuation that would result from an arm's length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income. Should a joint venture partner become bankrupt, the Company could become liable for such partner's share of joint venture liabilities.

 From time to time, the Company, through the Operating Partnership, makes certain co-investments in the form of preferred equity investments in third-party entities that have been formed for the purpose of acquiring, developing, financing, or managing real property. The Operating Partnership's interest in these entities is typically less than a majority of the outstanding voting interests of that entity, which may limit the Operating Partnership's ability to control the daily operations of such co-investment. The Operating Partnership may not be able to dispose of its interests in such co-investment. In the event that such co-investment or the partners in such co-investment become insolvent or bankrupt or fail to develop or operate the property in the manner anticipated, or are unable to refinance or sell their interest as planned, the Operating Partnership may not receive the expected return in its expected timeframe or at all and may lose up to its entire investment. Additionally, the preferred return negotiated on these co-investments may be lower than the Company's cost of funds. The Company may also incur losses if any guarantees or indemnifications were made by the Company.

 The Company also owns properties indirectly under "DownREIT" structures. The Company has entered into, and in the future may enter into, transactions that could require the Company to pay the tax liabilities of partners that contribute assets into DownREITs, joint ventures or the Operating Partnership, in the event that certain taxable events, which are generally within the Company's control, occur. Although the Company plans to hold the contributed assets or, if such assets consist of real property, defer recognition of gain on sale of such assets pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company may not be able to do so and if such tax liabilities were incurred they could have a material adverse effect on its financial position.

 Also, from time to time, the Company invests in properties (i) which may be subject to certain shared facilities agreements with homeowners' associations and other entities and/or (ii) subject to ground leases where a subtenant may have certain similar rights to that of a party under such a shared facilities agreements or where a master landlord may have certain rights to control the use, operation and/or repair of the property. In these arrangements, we cannot guarantee that the terms of the shared facilities agreements will be enforced or interpreted in favor of the Company, and the Company's inability to control expenditures, make necessary repairs and/or control certain decisions may materially adversely affect the Company's financial condition and results of operations, and/or the property's safety, compliance with applicable laws, marketability or market value.

 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. We may make acquisitions of and/or investments in other REITs and real estate companies or enter into strategic alliances or joint ventures, which involves risks and uncertainties and may not be successful. We may not be able to identify suitable acquisition, investment, or joint venture opportunities, consummate any such transactions or relationships on terms and conditions acceptable to us, or realize the expected financial or strategic benefits of any such acquisition. The integration of acquired businesses or other acquisitions may not be successful and could result in disruption to other parts of our business. Pre-acquisition property due diligence may not identify all material issues that might arise with respect to such acquired business and its properties or as to any such other acquisitions. Any future acquisitions we make may also require significant additional debt or equity financing, which, in the case of debt financing, would increase our leverage and potentially affect our credit ratings and, in the case of equity or equity-linked financing, could be dilutive to Essex's stockholders and the Operating Partnership's unitholders. Additionally, the value of these investments could decline for a variety of reasons. These and other factors could materially adversely affect our financial condition and results of operations.

 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. Real estate investments are illiquid and, in our markets, can at times be difficult to sell at prices we find acceptable, which may limit our ability to promptly reduce our portfolio in response to

 changes in economic or other conditions and otherwise may materially adversely affect our financial condition and results of operations.

 The Company may not be able to lease its commercial space consistent with its projections or at market rates and the longer-term leases for existing space could result in below market rents over time. When leases for our existing commercial space expire, the space may not be relet on a timely basis, or at all, or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms.

 The Company's portfolio may have environmental liabilities. Under various federal, state and local environmental and public health laws, regulations and ordinances, we have been required, and may be required in the future, regardless of our knowledge or responsibility, to provide warnings about certain chemicals, investigate and remediate the effects of hazardous or toxic substances or petroleum product releases at our properties (including in some cases naturally occurring substances such as methane and radon gas) or properties that we acquire, develop, manage or directly or indirectly invest in. We may be held liable under these laws or common law to a governmental entity or to third parties for compliance and response costs, property damage, personal injury or natural resources damages and for investigation and remediation costs incurred as a result of the impacts resulting from such releases. While the Company is unaware of any such response action required or damage claims associated with its existing properties which would have a material adverse effect on our business, or results of operations, potential future costs and damage claims may be substantial. Further, the presence of such substances, or the failure to properly remediate any such impacts, may materially adversely affect our ability to borrow against, develop, sell or rent the affected property, including due to any liens imposed on the impacted property by any government agencies for penalties or damages.

 The Company carries certain limited insurance coverage for this type of environmental risk as to its properties; however, such coverage is not fully available for all properties and, as to those properties for which limited coverage is fully available, it may be insufficient or may not apply to certain claims arising from known conditions present on those properties. While we conduct pre-acquisition and development Phase I environmental site assessments, such assessments may not discover, ascertain or quantify the full extent of the environmental conditions at or near a given property.

 Mold growth may occur when excessive moisture accumulates in buildings or on building materials. The Company has adopted policies to address and resolve reports of mold when it is detected, and to minimize any impact mold might have on tenants of the affected property, however, the Company may not identify and respond to all mold occurrences.

 The Company may incur general uninsured losses or may experience market conditions that impact the procurement of certain insurance policies. The Company purchases general liability and property, including loss of rent, insurance coverage for each of its communities and cyber risk insurance. The Company may also purchase limited earthquake, terrorism, environmental and flood insurance for some of its communities. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, wildfires, pollution, environmental matters or extreme weather conditions such as hurricanes and floods that are uninsurable or not economically insurable. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC ("PWI"), to self-insure certain earthquake and property losses for some of the communities in its portfolio. A decline in the value of the securities held by PWI may materially adversely affect PWI's ability to cover all or any portion of the amount of any insured losses. Despite our insurance coverage, the Company may incur material losses due to uninsured risks, deductibles and self-insured retentions, and/or losses in excess of coverage limits.

 Our communities are located in areas that are subject to earthquake activity. The Company manages and evaluates its financial loss exposure to seismic events by using actuarial loss models and property vulnerability analyses based on structural evaluations by seismic consultants, and by making upgrades to certain properties to better resist seismic events and/or by purchasing seismic insurance in some cases. While the properties were built to the seismic codes in place at the time of construction, not all properties have been, or are required to be, retrofitted to the current seismic codes. Thus, some properties may be subject to physical risk associated with earthquakes, and may suffer significant damage, including, but not limited to, collapse for any number of reasons, including structural deficiencies. Seismic coverage is limited and may not cover the Company's seismic related losses.

 Our properties or markets may in the future be the target of actual or threatened terrorist attacks, shootings, or other acts of violence, which could directly or indirectly damage our communities both physically and financially, cause uninsured losses, materially adversely affect the value of and our ability to operate our communities, subject us to significant liability claims, or otherwise impair our ability to achieve our expected results.

 Although the Company may carry insurance for potential losses associated with its communities, employees, tenants, and compliance with applicable laws, it may still incur material losses due to uninsured risks, deductibles, copayments or losses in

 excess of applicable insurance coverage. In the event of a substantial loss, insurance coverage may not be able to cover the full replacement cost of the Company's lost investment, or the insurance carrier may become insolvent and not be able to cover the full amount of the insured losses.

 Changes in building codes and ordinances, environmental considerations and other factors might also affect the Company's ability to replace or renovate an apartment community after it has been damaged or destroyed. In addition, a recently destabilized insurance market, and certain causalities and/or losses incurred may expose the Company in the future to higher insurance premiums.

 Climate change may materially adversely affect our business. As a result of climate change, we may experience extreme weather, an increase in frequency and severity of natural disasters, changes in precipitation, temperature, wildfire and drought exposure, and impacts of sea-level rise, all of which may result in physical damage, a decrease in demand for our communities located in these areas or affected by these conditions, damage to our properties, disruption of services at our properties or increased costs associated with water or energy use and maintaining or insuring our communities. Transition risks associated with climate change may result in interruptions in energy access, increased energy costs, or increased regulatory requirements and stakeholder expectations regarding reporting and energy efficiency. Should the impact of climate change be material in nature or occur for lengthy periods of time, even if not directly impacting the Company's current markets, the types and pricing of insurance the Company is able to procure may be materially adversely affected and our financial condition or results of operations may be materially adversely affected. We could experience increased costs related to further developing our communities to mitigate the effects of climate change or repairing damage related to the effects of climate change that may or may not be fully covered by insurance. In addition, changes in federal, state and local legislation and regulation on climate change or natural disaster response could result in temporary rent control, temporary eviction moratoria, increased operating costs and/or increased capital expenditures to improve the energy efficiency of our existing communities (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on our new development communities without a corresponding increase in revenue.

 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. Our insurance coverage may not cover all losses associated with such events, and we may experience difficulty marketing communities where any such events have occurred, which could have a material adverse effect on our business and results of operations. Further, we may not have the ability to respond immediately to a major event, which may cause increased losses.

 Adverse changes in laws may materially adversely affect the Company's liabilities and/or operating costs relating to its properties and its operations. Increases in real estate taxes and income, service and transfer taxes cannot always be passed through to tenants in the form of higher rents, and may materially adversely affect the Company's cash available for distribution and its ability to make distributions and pay amounts due on its debts. Additionally, ongoing political volatility may increase the likelihood of significant changes in laws that could affect the Company's overall strategy. Changes in laws increasing the potential liability of the Company and/or its operating costs on a range of issues, including those regarding potential liability for other environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, including without limitation, those related to structural or seismic retrofit or more costly operational safety systems and programs, which could have a material adverse effect on the Company.

 Failure to succeed in new markets or with new community operations formats may limit the Company's growth. The Company may make acquisitions or commence development activity outside of its existing market areas if appropriate opportunities arise, which may expose the Company to new risks, including, but not limited to an inability to evaluate accurately local apartment market conditions and local economies; an inability to identify appropriate acquisition opportunities or to obtain land for development; an inability to hire and retain key personnel; and a lack of familiarity with local governmental and permitting procedures. Additionally, we have adjusted our operating model to reduce the number of staff on-site at individual properties and instituted a hub model where specialized staff can service multiple properties from a central location and rely on certain technologies, such as virtual apartment tours, to further reduce the need for on-site staffing. There may be resistance to such change from our residents, and if we experience difficulty in retaining residents, this could materially adversely affect the Company's results of operations. Further, there are unknown risks with relying on new technologies and operating models, such as whether there is consumer preference for in-person tours or if we are not able to as rapidly respond to resident demands, and we cannot guarantee that this model will be successful, which could materially adversely affect our results of operations.

 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. We provide tenants with reliable services, including water and electric power, along with the consistent operation of our communities, including a wide variety of amenities. Public utilities, especially those that provide water and electric power, are fundamental for the consistent operation of our communities. The delayed delivery or any prolonged interruption of these services may cause tenants to terminate their leases or may result in a reduction of rents and/or increase in our costs or other issues. In addition, we may fail to provide quality housing and continuous access to amenities as a result of other factors, including government mandated closures, mechanical failure, power outage, human error, vandalism, physical or electronic security breaches, war, terrorism or similar events.

 Such events may also expose us to additional liability claims and damage our reputation and brand and could cause tenants to terminate or not renew their leases, or prospective tenants to seek housing elsewhere. Any such failures could impair our ability to continue providing quality housing and consistent operation of our communities, which could materially adversely affect our financial condition and results of operations.

 The Company's real estate assets may be subject to impairment charges. The Company continually evaluates the recoverability of the carrying value of its real estate assets, including those assets it invests in indirectly or places subordinated loans on through its preferred equity and mezzanine lending program, under U.S. generally accepted accounting principles ("U.S. GAAP"). Factors considered in evaluating impairment of the Company's existing multifamily real estate assets held for investment include significant declines in property operating profits, recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Generally, a multifamily real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of the asset over its estimated holding period are in excess of the asset's net book value at the balance sheet date. Assumptions used to estimate annual and residual cash flow and the estimated holding period of such assets require the judgment of management. There can be no assurance that the Company will not take charges in the future related to the impairment of the Company's assets, including those assets it invests in indirectly or places subordinated loans on through its preferred equity and mezzanine lending program. Any future impairment charges could have a material adverse effect on the Company's results of operations.

 We face risks associated with land holdings for future developments and related activities. Real estate markets are highly uncertain and the value of undeveloped land may fluctuate significantly. In addition, carrying costs can be significant and can result in losses or reduced profitability. If there are changes in the fair value of our land holdings which we determine is less that the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take impairment charges which could have a material adverse effect on our financial condition and results of operations.

 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. We rely on information technology hardware, software, networks and systems (collectively, "IT Systems"), some of which are provided by vendors, to process, transmit and store personal information, tenant and lease data, and other electronic information (collectively, "Confidential Information"), and to manage or support a variety of business processes, including financial transactions and records. Our business requires us and some of our vendors to use and store personal and other sensitive information of our tenants and employees, and our collection, use and other processing of personal information is governed by certain federal and state laws and regulations. Privacy and cybersecurity laws continue to evolve, with several states passing new data privacy laws that govern the processing of information about state residents, and laws may be inconsistent from one jurisdiction to another. The Company endeavors to comply with privacy laws and regulations applicable to it, including the California Consumer Privacy Act ("CCPA") which governs the collection, use, disclosure and security of information about California residents. The CCPA requires the Company to, among other things, provide certain disclosures to California residents, promptly respond to certain requests related to their data, and contractually impose certain obligations on vendors. Compliance with existing and future laws and regulations related to data privacy and protection may increase the Company's operating costs and adversely impact the Company's ability to market the Company's properties and services, and any failure of our systems in place to comply with such laws and regulations could harm our business, reputation and financial condition.

 Although we have taken steps to abide by applicable privacy and cybersecurity laws, and strive to protect the security of our IT Systems and Confidential Information, the compliance and security measures put in place by the Company and its vendors cannot guarantee perfect compliance or provide absolute security, and the Company and its vendors' IT Systems may be vulnerable to numerous and evolving cybersecurity threats and risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including through social engineering/phishing, malware (including ransomware), distributed denial-of-service attempts, data theft, account takeovers, social engineering/phishing, technological

 error, employee error, malfeasance by insiders, misconfigurations, "bugs", or other vulnerabilities in Company, or vendor, IT Systems. These threats may be amplified by emerging artificial intelligence technologies and can also come from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists. Any incident could compromise the Company's or our vendors' IT Systems (or the IT Systems of third parties that facilitate the Company's or such vendors' business activities), and the Confidential Information stored by or on behalf of the Company or such vendors could be accessed, misused, publicly disclosed, corrupted, lost, or stolen, resulting in fraud, including wire fraud related to Company assets or tenant payments, or other harm. Moreover, if there is a compliance failure, or if a cybersecurity incident affects the Company's or vendors' systems, whether through a breach of the Company's IT Systems or a breach of the IT Systems of third parties, or results in the unauthorized release of Confidential Information, the Company's reputation and brand could be materially damaged, which could increase our costs in attracting and retaining tenants, and other serious consequences may result.

 Potential other consequences include potential exposure to litigation, including government enforcement actions, private litigation (including class actions), fines or criminal penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs, and potential exposure to a risk of loss including loss related to the fact that agreements with such vendors, or such vendors' financial condition, may not allow the Company to recover all costs related to a cybersecurity incident for which they alone or they and the Company should be jointly responsible for, which could result in a material adverse effect on the Company's business, financial condition and results of operations.

 Privacy and cybersecurity risks have generally increased in recent years because of the proliferation of new techniques and tools that circumvent security tools, evade detection and remove forensic evidence, such as artificial intelligence, and the increased sophistication, techniques and activities of threat actors; accordingly, the Company may be unable to anticipate these techniques or implement adequate preventative measures. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Furthermore, given the nature of complex IT Systems we rely upon, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities. We may be unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor. We maintain cyber risk insurance which may be insufficient type or amount to cover us against claims related to a cybersecurity incident, and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claims.

 In the future, the Company may expend additional resources to continue to enhance the Company's cybersecurity measures to investigate and remediate any cybersecurity vulnerabilities and/or to further ensure compliance with privacy and cybersecurity laws. Despite these steps, the Company may suffer a significant cybersecurity incident in the future, unauthorized parties may gain access to Confidential Information stored on the Company's or its vendors' IT Systems, and any such incident may not be discovered in a timely manner. Any cybersecurity incident or failure in the implementation, compliance with or effectiveness of the Company's IT Systems or cybersecurity program or those of third party service providers, or a breach of other third party systems that ultimately impacts the operational or IT Systems of the Company could result in a wide range of material adverse effects to our business 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 rely on, or may rely on in the future, certain key software vendors to support business practices critical to our operations, including the collection and understanding of rent and ancillary income, including artificial intelligence platforms, communication with our tenants, interaction and evaluation and/or qualification of our prospective tenants, and to provide us with data. The market is currently experiencing a consolidation of and increased scrutiny on these software vendors and algorithmic platforms, particularly in the multifamily space, which may negatively impact the Company's choice of vendor and pricing options due to lack of optionality or litigation challenges of the vendor or the vendor's underlying algorithmic platform. Moreover, if any of these key vendors were to terminate our relationship or access to data, or fail, we could suffer losses while we seek to replace the services and information provided by the vendors. Further, our failure, or our software vendors' failure, to adopt, anticipate or keep pace with the new technologies, such as artificial intelligence solutions, may harm our ability to compete with our peers, decrease the value of our assets and/or impact our future growth.

 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. Some of these claims may result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, the payment of which could have an adverse impact on our financial position and results of operations. In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be

 uninsured. Litigation, even if resolved in our favor, could materially adversely affect our reputation and divert the attention of our management, which could materially adversely affect our operations and cash flow. A number of purported anti-trust class actions were filed against RealPage, Inc., 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. The Company intends to vigorously defend against these lawsuits. The Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters. The Company is also subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations, including California private attorney general actions ("PAGA Claims"). The current political climate in California may continue to encourage plaintiffs' attorneys to bring PAGA Claims and other class actions.

 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. Our current balance sheet, the debt capacity available on the unsecured line of credit with a diversified bank group, access to the public and private placement debt markets and secured debt financing providers provide some insulation from volatile capital markets. We primarily use external financing, including sales of debt and equity securities, to fund acquisitions, developments, and redevelopments and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition, development and redevelopment activity and/or take other actions to fund our business activities and repayment of debt, such as selling assets, reducing our cash dividend or distributing less than 100% of our REIT taxable income.

 In general, to the extent that the Company continues to face a challenging investment environment as access to capital and credit lacks clear trends (reflected by a shifting interest rate environment for debt financing, a fluctuating stock price for equity financing without corresponding changes to investment cap rates, and an inconsistent transactional market flow) the Company's ability to make acquisitions, develop or redevelop communities, obtain new financing, and refinance existing borrowing at competitive rates could be materially adversely affected, which would impact the Company's financial standing and related credit rating.

 In addition, if our ability to obtain financing is materially adversely affected, the Company's stock price may be materially adversely affected, and we may be unable to satisfy scheduled maturities on existing financing through other sources of our liquidity, which, in the case of secured financings, could result in foreclosure.

 Debt financing has inherent risks. The Company is subject to the risks normally associated with debt financing, including that cash flow may not be sufficient to meet required payments of principal and interest and the REIT distribution requirements of the Code; inability to renew, repay, or refinance maturing indebtedness on encumbered apartment communities on favorable terms or at all, possibly requiring the Company to sell a property or properties on disadvantageous terms; inability to comply with debt covenants could trigger cash management provisions limiting our ability to control cash flows, cause defaults, or an acceleration of maturity dates; paying debt before the scheduled maturity date could result in prepayment penalties; and defaulting on secured indebtedness may result in lenders seeking a foreclosure or pursuing other remedies which would reduce the Company's income and net asset value, its ability to service other debt, or create taxable income without accompanying cash proceeds, thereby hindering our ability to meet REIT distribution requirements. Any of these risks might result in losses that could have a material adverse effect on the Company and its ability to make distributions and pay amounts due on its debt. Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. There is a risk that we may not be able to refinance existing indebtedness or that a refinancing will not be done on as favorable terms, which in either case could have a material adverse effect on our financial condition, results of operations and cash flows.

 Compliance requirements of tax-exempt financing and below market rent requirements may limit income from certain communities. The Company has, and expects to continue using, variable rate tax-exempt financing, which provides for certain deed restrictions and restrictive covenants. If the compliance requirements of the tax-exempt financing restrict our ability to increase our rental rates with respect to certain tenants, then our income from these properties may be limited. While we generally believe that the interest rate benefit attendant to properties with tax-exempt bonds outweighs any loss of income due to restrictive covenants or deed restrictions, this may not always be the case. Some of these requirements are complex and our failure to comply with them may subject us to material fines or liabilities. Certain state and local authorities may impose additional rental restrictions, which may limit income from the tax-exempt financed communities if the Company is required to decrease its rental rates. If the Company does not reserve the required number of apartment homes for tenants satisfying these income requirements, the tax-exempt status of the bonds may be terminated, the obligations under the bond documents may be

 accelerated and the Company may be subject to additional contractual liability. Notwithstanding the limitations due to tax-exempt financing requirements, the income from certain communities may be limited due to below-market rent requirements imposed by local authorities in connection with the original development of the community.

 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. The instruments governing our other unsecured indebtedness require us to meet specified financial and other covenants, which may restrict our ability to expand or fully pursue our business strategies. A breach of any of these covenants could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it.

 Interest rate hedging arrangements may result in losses. The Company from time to time uses interest rate swaps and interest rate caps to manage certain interest rate risks. Although these agreements may partially protect against rising interest rates, they also may reduce the benefits to the Company if interest rates decline. If a hedging arrangement is not indexed to the same rate as the indebtedness that is hedged, the Company may be exposed to losses to the extent that the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Finally, nonperformance by the other party to the hedging arrangement may subject the Company to increased credit risks.

 A downgrade in the Company's investment grade credit rating could materially adversely affect its business and financial condition. The Company plans to manage its operations to maintain its investment grade credit rating with a capital structure consistent with its current profile but there can be no assurance that it will be able to maintain its current credit ratings. Any downgrades in terms of ratings or outlook by any of the rating agencies could have a material adverse effect on the Company's cost and availability of capital, which could in turn have a material adverse effect on its financial condition, results of operations and liquidity, as well as the Company's stock price.

 Changes in the Company's financing policy may lead to higher levels of indebtedness. The Company manages its debt to be in compliance with debt covenants under its unsecured bank facilities and senior unsecured bonds. However, the Company may increase the amount of outstanding debt at any time without a concurrent improvement in the Company's ability to service the additional debt, resulting in an increased risk of default on its debt covenants or on its debt obligations and in an increase in debt service requirements. Any covenant breach or significant increase in the Company's leverage could materially adversely affect the Company's financial condition and ability to access debt and equity capital markets in the future.

 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. A default, including a default under mortgage indebtedness, lines of credit, bank term loan, the indenture for the Company's outstanding senior notes, or the Company's interest rate hedging arrangements that is not waived by the applicable required lenders, holders of outstanding notes or counterparties could trigger cross-default or cross-acceleration provisions under one or more agreements governing the Company's indebtedness, which could cause an immediate default or allow the lenders to declare all funds borrowed thereunder to be due and payable.

 The Company could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multifamily housing. In the event that Fannie Mae and Freddie Mac discontinue providing liquidity to our sector, have their mandates changed or reduced or be disbanded or reorganized by the government or if there is reduced government support for multifamily housing more generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect the Company and its growth and operations.

 Risks Related to Personnel

 The Company depends on its personnel, whose continued service is not guaranteed. The Company's success depends on its ability to attract, train and retain executive officers, senior officers and company managers. There is substantial competition for qualified personnel in the real estate industry and the departure of any of the Company's key personnel could have a material adverse effect on the Company. While the Company engages in regular succession planning for key positions, the Company's plans may be impacted and therefore adjusted due to the departure of any key personnel. The Company must continue to recruit, train and retain qualified operational staff at its properties, which may be difficult in a highly competitive job market. Changes to our Company's operational structure could result in an increase in issues or departures among our operational staff. Our ability to timely deliver quality customer service or to respond to building repair and maintenance requests may be negatively impacted without adequate operational staff, which may materially adversely affect the results of operations.

 Additionally, we could be subject to labor union efforts to organize our employees from time to time and, if successful, those organizational efforts may decrease our operational flexibility and increase operational costs.

 The Company's Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest. The Company's Chairman, George M. Marcus, is not an employee of the Company, and is involved in other real estate activities and investments, which may lead to conflicts of interest. Mr. Marcus owns interests in various other real estate-related businesses and investments. He 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. While conflict of interest protocols and agreements are in place, Mr. Marcus and his affiliated entities may potentially compete with the Company in acquiring and/or developing apartment communities. Due to potential competition for real estate investments, Mr. Marcus and his affiliated entities may have a conflict of interest with the Company, which may be detrimental to the interests of Essex's stockholders and the Operating Partnership's unitholders.

 The influence of executive officers, directors, and significant stockholders may be detrimental to holders of common stock. Mr. Marcus currently does not have majority control over the Company. However, he has, and likely will continue to have, significant influence with respect to the election of directors and approval or disapproval of significant corporate actions. Consequently, his influence could result in decisions that do not reflect the interests of all the Company's stockholders.

 Under the partnership agreement of the Operating Partnership, the consent of the holders of limited partnership interests is generally required for certain amendments of the agreement and for certain extraordinary actions. Through their ownership of limited partnership interests and their positions with the Company, the Company's directors and executive officers, including Mr. Marcus, have substantial influence on the Company. Consequently, their influence could result in decisions that may not reflect the interests of all stockholders.

 Our related party guidelines may not adequately address all of the issues that may arise with respect to related party transactions. The Company has adopted "Related Party Transaction Approval Process Guidelines" that are intended to determine whether a particular related party transaction is fair, reasonable and serves the interests of the Company's stockholders. Pursuant to these guidelines, related party transactions have been approved by the Audit Committee of the Company's Board of Directors ("Board") from time to time. There is no assurance that this policy will be adequate for determining whether a particular related party transaction is suitable and fair for the Company. Also, the policy's procedures may not identify and address all the potential issues and conflicts of interests with a related party transaction.

 Employee theft or fraud could result in loss. Should any employee compromise our information technology systems, commit fraud or theft of the Company's assets, or misappropriate tenant or other information, we could incur losses, including significant financial or reputational harm, from which full recovery cannot be assured. We also may not have insurance that covers any losses in full or that covers losses from particular criminal acts.

 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. Significant expenditures associated with each community such as debt service payments, if any, real estate taxes, insurance and maintenance costs are generally not reduced when circumstances cause a reduction in income from a community. Such a reduction in income could cause the Board to reduce the amount of dividend distributions. The form, timing and/or amount of dividend distributions will be declared at the discretion of the Board and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board may consider relevant. The Board may modify our dividend policy from time to time.

 Essex may choose to pay dividends in its own stock, which could materially adversely affect its stockholders. If a U.S. stockholder sells the stock it receives as a dividend in order to pay applicable taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, the trading price of Essex's stock could experience downward pressure if a significant number of our stockholders sell shares of Essex's stock in order to pay taxes owed on dividends.

 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. In order to finance the

 Company's acquisition and development activities, the Company could issue and sell common stock, preferred stock and convertible debt securities, including pursuant to its equity distribution program, issue partnership units in the Operating Partnership, or enter into joint ventures which may dilute stockholder ownership in the Company and could materially adversely affect the market price of the 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. Under the Maryland Business Combination Act (the "MBCA"), certain "business combinations", including a merger, between a Maryland corporation and certain "interested stockholders" or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder and must be approved pursuant to certain supermajority voting requirements, subject to certain exemptions which include business combinations that are exempted by the Board prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to this exemption, the Board irrevocably has elected to exempt any business combination among the Company, Mr. Marcus and MMC or any entity owned or controlled by Mr. Marcus and MMC. However, other transactions with interested stockholders subject to the MBCA may be delayed or may not meet the related supermajority voting or other requirements of the MBCA, which may delay or prevent the consummation of such transactions.

 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. While the Company is the sole general partner of the Operating Partnership, and generally has full and exclusive responsibility and discretion in the management and control of the Operating Partnership, certain provisions of the Operating Partnership agreement may limit the Company's power to act with respect to the Operating Partnership, which could delay, defer or prevent a transaction or a change in control that may otherwise be in the best interests of its stockholders or that could otherwise materially adversely affect their interests.

 The Company's Charter authorizes the issuance of additional shares of common stock or preferred stock and the setting of the preferences, rights and other terms of such stock without the approval of the holders of the common stock. The Company may establish one or more classes or series of stock that could delay, defer or prevent a transaction or a change in control, or otherwise create rights that could materially adversely affect the interests of holders of common stock. Additionally, the Company's Charter contains provisions limiting the transferability and ownership of shares of capital stock, which may delay, defer or prevent a transaction or a change in control, or discourage tender offers.

 The Maryland General Corporation Law (the "MGCL") restricts the voting rights of holders of shares deemed to be "control shares." Although the Bylaws exempt the Company from the control share provisions of the MGCL, the Board may amend or eliminate the provisions of the Bylaws at any time in the future. Moreover, any such amendment or elimination of such provision of the Bylaws may result in the application of the control share provisions of the MGCL. If the provisions of the Bylaws are amended or eliminated, the control share provisions of the MGCL could delay, defer or prevent a transaction or change in control.

 The Company's Charter and Bylaws as well as the MGCL also contain other provisions that may impede various actions by stockholders without approval by the Board, and that in turn may delay, defer or prevent a transaction. Those provisions include, among others, directors may be removed by stockholders, without cause, only upon the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of the directors, and with cause, only upon the affirmative vote of a majority of the votes entitled to be cast generally in the election of the directors; the Board can fix the number of directors and fill vacant directorships upon the vote of a majority of the directors and the Board can classify the board such that the entire board is not up for re-election annually; stockholders must give advance notice to nominate directors or propose business for consideration at a stockholders' meeting; and for stockholders to call a special meeting, the meeting must be requested by not less than a majority of all the votes entitled to be cast at the meeting.

 Stockholders have limited control over changes in our policies and operations. The Board determines our major policies, including our policies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. The Board may amend or revise these and other policies without a vote of the stockholders. In addition, pursuant to the MGCL, all matters other than the election or removal of a director must be declared advisable by the Board prior to a stockholder vote.

 Loss of the Company's REIT status would have a material adverse effect on the Company and the value of the Company's common stock. The Company has elected to be taxed as a REIT, which requires it to satisfy various annual and quarterly requirements, including income, asset and distribution tests. Although the Company believes that its current organization and method of operation enable it to qualify as a REIT, it cannot assure you that it so qualifies or that it will be able to remain so qualified in the future. If the Company fails to qualify as a REIT in any taxable year, the Company would be subject to U.S. federal corporate income tax on the Company's taxable income, and the Company would not be allowed to deduct dividends

 paid to its stockholders in computing its taxable income. The Company would also be disqualified from treatment as a REIT for the four taxable years following the year in which the Company failed to qualify, unless it is entitled to relief under statutory provisions. The additional tax liability would reduce its net earnings available for investment or distributions, and the Company would no longer be required to make distributions to its stockholders for the purpose of maintaining REIT status. As a result of all these factors, the Company's failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and could materially adversely affect the value and market price of the Company's common stock.

 Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments. To qualify as a REIT, we must continually satisfy certain asset, income and distribution tests and other requirements, which could materially adversely affect us. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. If we do not acquire new assets, we may not have sufficient depreciation expense to offset income and may have to make special distributions to stockholders. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

 Legislative or other actions affecting REITs could have a material adverse effect on the Company or its stockholders. Changes to federal income tax laws, with or without retroactive legislation, could materially adversely affect the Company or its stockholders. New legislation, Treasury Regulations, administrative interpretations or court decisions could materially adversely affect the Company's ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in the Company. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

 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 Company owns interests in multiple subsidiary REITs that have elected to be taxed as REITs under the Code. These subsidiary REITs are subject to the various REIT qualification requirements and other limitations that are applicable to the Company. If any of the Company's subsidiary REITs were to fail to qualify as a REIT, then the subsidiary REIT would become subject to U.S. federal corporate income tax. The Company's ownership of shares in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs and it is possible that this could cause the Company to also fail 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. Under the Code, unless certain exceptions apply, any gain resulting from transfers or dispositions of properties that the Company holds as inventory or primarily for sale to customers in the ordinary course of business could be treated as income from a prohibited transaction subject to a 100% penalty tax, which could potentially adversely impact our status as a REIT. Since the Company acquires properties for investment purposes, it does not believe that its occasional transfers or disposals of property should be treated as prohibited transactions. However, if the Internal Revenue Service successfully contends that certain transfers or disposals of properties by the Company are prohibited transactions, then the Company would be required to pay a 100% penalty tax on any gain allocable to it from the prohibited transaction, and the Company's ability to retain proceeds from real property sales may be jeopardized.

 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 future sale of its stock. Dividends paid by REITs to U.S. stockholders that are individuals, trusts or estates are generally not eligible for the reduced tax rate applicable to qualified dividends received from non-REIT corporations. U.S. stockholders that are individuals, trusts and estates generally may deduct 20% of ordinary dividends from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate is still higher than the tax rate applicable to regular corporate qualified dividends. This may cause investors to view REIT investments as less attractive than investments in non-REIT corporations, which in turn may materially adversely affect the value of stock in REITs.

 We may face risks in connection with Section 1031 exchanges. We occasionally dispose of real properties in transactions intended to qualify as "like-kind exchanges" under Section 1031 of the Code. If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of real properties on a tax deferred basis.

 Partnership tax audit rules could have a material adverse effect on us. It is possible that partnerships in which we directly or indirectly invest would be required to pay additional taxes, interest, and penalties as a result of a partnership tax audit adjustment. We, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Essex, as a REIT, may not otherwise have been required to pay additional corporate-level taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to Essex Portfolio, L.P. and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. There can be no assurance that these rules will not have a material adverse effect on us.

 General Risks

 The soundness of financial institutions could materially adversely affect us. We maintain cash and cash equivalent balances generally in excess of federally insured limits at a limited number of financial institutions. The failure of one or more of these financial institutions may materially adversely affect our ability to recover our cash balances or our 401(k) assets. Certain financial institutions are lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry. In the event that the volatility of the financial markets adversely affects these financial institutions or counterparties, we, or other parties to the transactions with us, may be unable to complete transactions as intended, which could materially adversely affect our business and results of operations. Additionally, certain of our tax-exempt bond financing documents require us to obtain a guarantee from a financial institution of payment of the principal and interest on the bonds. If the financial institution defaults in its guarantee obligations, or if we are unable to renew the applicable guarantee or otherwise post satisfactory collateral, a default will occur under the applicable tax-exempt bonds and the community could be foreclosed upon if we do not redeem the bonds.

 The price per share of the Company's stock may fluctuate significantly. The market price per share of the Company's common stock may fluctuate significantly in response to many factors, including the factors discussed in this Item 1A, and actual or anticipated variations in the Company's quarterly results of operations, earnings estimates, or dividends, the resale of substantial amounts of the Company's stock, or the anticipation of such resale, general stock and bond market conditions, actual or anticipated actions taken by the Federal Reserve Bank, the general reputation of REITs and the Company, shifts in our investor base, the inability of the United States Congress to pass bills that continue to timely fund the federal government and its obligations, including due to the current political climate or partisanship, natural disasters, armed conflict or geopolitical impacts, or an active aggressor incident. Many of these factors are beyond the Company's control and may cause the market price of the Company's common stock to decline, regardless of the Company's financial condition, results of operations, or business prospects.

 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. Various proxy advisory firms and other corporate governance consultants advising institutional investors provide scores of our governance measures, nominees for election as directors, executive compensation practices, corporate responsibility and sustainability, and other matters that may be submitted to stockholders for consideration at our annual meetings. From time to time certain matters that we propose for approval may not receive a favorable score, or may result in a recommendation against the nominee or matter proposed. Unfavorable scores may lead to rejected proposals or a loss of stockholder confidence in our corporate governance measures, which could 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. Some investors and potential investors are focused on positive corporate responsibility and sustainability scores and business practices to guide their investment strategies, including whether to invest in our common stock. Additionally, rules and regulations continue to evolve relating to climate risk disclosures, human capital management and other corporate responsibility matters, and other regulatory bodies, such as the State of California, have issued laws or regulations relating to climate disclosures, despite a lack of emerging support and, in some cases, open opposition, from investors and potential investors for such rules and regulations. Additional local, state and federal laws and rules with respect to corporate responsibility and sustainability matters may be enacted in the future and the extent and scope of their requirements and impact on our business are unknown. If the criteria by which companies are scored changes, the Company may perform differently or worse than it has in the past, or it may become more expensive for the Company to access capital. The Company may face reputational damage in the event its corporate responsibility procedures, its board structure, or the reputations of its individual

 board members do not meet the standards set by various constituencies. Further, if we fail to comply with new laws, regulations, expectations or reporting requirements related to sustainability, or if we are perceived as failing, our reputation and business could be materially adversely affected. In addition, both advocates and opponents to such matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder activism, and litigation, to advance their perspectives, and certain jurisdictions are adopting or considering adopting laws seeking to limit the use of corporate responsibility and sustainability initiatives in certain contexts. To the extent we are subject to such activism or fragmented regulation with respect to corporate responsibility or sustainability considerations, it may require us to incur costs to implement compliant initiatives or otherwise materially adversely affect our business. The occurrence of any of the foregoing could have a material adverse effect on the price of the Company's stock and the Company's financial condition and results of operations.

 We could face adverse consequences as a result of M&A activity in the REIT sector and actions of activist investors. Due to consolidation pressure and M&A activity in the REIT sector, we may receive unsolicited acquisition proposals or become the target of activist investors seeking to force a sale or merger. If that occurs, management may be required to dedicate substantial time to evaluating such proposals or threats and various strategic alternatives, which could detract from their ability to focus on our core business. Such activity could be costly and time-consuming, disrupt our operations and divert the attention of our management team and our employees from executing our business plan, which could materially adversely affect our business and results of operations.

 Expanding social media vehicles present additional risks. The use of social media, such as unauthorized live-streaming at our properties, could cause us to suffer brand damage or information leakage. Negative posts or false comments about us on any social networking website could damage our reputation. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks.

 Any material weaknesses identified in the Company's internal control over financial reporting could have an adverse effect on the Company's stock price. Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company to evaluate and report on its internal control over financial reporting.

 If the Company identifies one or more material weaknesses in its internal control over financial reporting, the Company could lose investor confidence in the accuracy and completeness of its financial reports, which in turn could have a material 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. The housing industry, and particularly real estate developers and the rental housing sector, has attracted heightened attention from the public, media, regulators, elected officials and advocacy groups regarding issues such as affordability, fair housing practices, evictions, rental rates, and revenue management practices, which has led to various proposals, laws and regulations affecting rental housing providers, including rent control measures, eviction restrictions, and revenue management constraints. Increased scrutiny presents companies in the rental housing sector, including us, with additional litigation risk, including class action lawsuits. Additionally, political pressure and public sentiment regarding the rental housing industry could influence the introduction and passage of new regulations or legislation that may restrict our operations or otherwise materially adversely affect our business model. These factors could materially adversely affect our results of operations and our financial condition.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 The Company has developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of its critical systems and information. The Company's cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas.

 The Company's cybersecurity risk management program employs several different measures, including perimeter monitoring, endpoint monitoring and user management, designed to assess and identify cybersecurity risks. The Company's technology management team is principally responsible for managing the Company's cybersecurity risk assessment and management processes. The Company's technology management team performs enterprise-level risk assessments designed to help identify

 material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment. The Company's technology management team and third-party professionals perform penetration tests, vulnerability scans, and patch management to assess and protect the confidentiality, integrity and availability of its critical systems and information. The Company provides training to its employees on cybersecurity matters, performs periodic awareness testing to facilitate compliance with the Company's cybersecurity policies, and maintains a method for its employees and consultants to communicate any suspected cybersecurity incident. In addition, the Company evaluates key third-party service providers before the Company grants the service provider access to its information systems and has a process in place to ensure that future access is appropriate.

 The Company has an established incident response plan for responding to cybersecurity incidents. The goal of the incident response plan is to detect and react to cybersecurity incidents, evaluate the scope and risk, respond appropriately, communicate effectively to all stakeholders, and ultimately reduce the likelihood of an incident recurrence. The Company's incident response team consists of seasoned information technology, legal and financial reporting Company personnel. The incident response plan, members of the incident response team and the steps to respond to a security incident are evaluated for appropriateness and effectiveness, and key personnel from cross-functional departments are involved.

 The Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of enterprise level risks, including any cybersecurity-related risks faced by the Company. At least quarterly, the Audit Committee reviews cyber risks and mitigation strategies with senior management. The Audit Committee periodically reports to the full Board regarding its activities, including those relating to cybersecurity. Additionally, on an annual basis, the Chief Technology Officer ("CTO") presents to the Audit Committee on any material updates to the cybersecurity program, such as process improvements, new initiatives and key vendor performance. Material cybersecurity events, if any, are escalated to the Board on an ongoing basis. The Board is also briefed annually on all major enterprise risks, including cybersecurity risks.

 The Company's management team, including the CTO, is responsible for assessing and managing the Company's material risks from cybersecurity threats. The CTO leads the technology management team and has extensive cybersecurity knowledge and expertise developed through a career of serving in various roles in information technology for over 20 years. The CTO oversees the Company's initiatives to address existing or evolving cyber risks and is a member of the Enterprise Risk Committee. The CTO reports to the Chief Executive Officer ("CEO") and provides updates to the Company's senior leadership team on a regular basis, at least quarterly, about risks from cybersecurity threats, the results of penetration tests, vulnerability scans and userbase issues. The CTO and other members of the Company's management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, such as briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged; and alerts and reports produced by security tools deployed in our IT environment.

 Over the past fiscal year, the Company has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its operations, business strategy, results of operations or financial condition. See the discussion under the caption, "Risks Related to Our Real Estate Investments and Operations - 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. " in Item 1A, Risk Factors of this Form 10-K for further information.

 Item 2. Properties

 The Company's portfolio as of December 31, 2024 (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of 255 stabilized operating apartment communities (comprising 62,157 apartment homes), of which 26,484 apartment homes are located in Southern California, 22,804 apartment homes are located in Northern California, and 12,869 apartment homes are located in the Seattle metropolitan area. The Company's apartment communities accounted for 99.0% of the Company's revenues for the year ended December 31, 2024.

 Occupancy Rates

 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 with structured parking situated on 1-20 acres of land with densities of approximately 10 to 80+ units per acre. As of December 31, 2024, the Company's communities include 103 garden-style, 142 mid-rise, and 10 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, 2024. Furthermore, as of December 31, 2024, the commercial buildings' physical occupancy rate was 93% consisting of seven tenants, including the Company.

 Operating Portfolio

 The table below describes the Company's operating portfolio as of December 31, 2024 (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.):

 Year
 Year

 Type
 Homes
 Built

 Alpine Village
 Alpine, CA
 1971
 2002
 96%

 Park Viridian
 Anaheim, CA
 2008
 2014
 96%

 The Barkley (4)(5)

 Anaheim, CA
 1984
 2000
 96%

 Bonita Cedars
 Bonita, CA
 1983
 2002
 97%

 The Village at Toluca Lake
 Burbank, CA
 1974
 2017
 96%

 Camarillo Oaks
 1985
 1996
 96%

 Camino Ruiz Square
 1990
 2006
 97%

 Hacienda at Camarillo Oaks
 1984
 2023
 94%

 Pinnacle at Otay Ranch I & II
 Chula Vista, CA
 2001
 2014
 96%

 Mesa Village
 Clairemont, CA
 1963
 2002
 95%

 Villa Siena
 Costa Mesa, CA
 1974
 2014
 96%

 Emerald Pointe
 Diamond Bar, CA
 1989
 2014
 97%

 Regency at Encino
 Encino, CA
 1989
 2009
 95%

 The Havens
 Fountain Valley, CA
 1969
 2014
 97%

 Valley Park
 Fountain Valley, CA
 1969
 2001
 96%

 Capri at Sunny Hills (5)

 1961
 2001
 93%

 Haver Hill (6)

 1973
 2012
 97%

 Pinnacle at Fullerton
 2004
 2014
 97%

 Wilshire Promenade
 1992
 1997
 96%

 Montejo
 Garden Grove, CA
 1974
 2001
 97%

 The Henley I
 Glendale, CA
 1974
 1999
 96%

 The Henley II
 Glendale, CA
 1970
 1999
 96%

 Huntington Breakers
 Huntington Beach, CA
 1984
 1997
 97%

 The Huntington
 Huntington Beach, CA
 1975
 2012
 97%

 Hillsborough Park
 La Habra, CA
 1999
 1999
 97%

 Village Green
 La Habra, CA
 1971
 2014
 97%

 The Palms at Laguna Niguel
 Laguna Niguel, CA
 1988
 2014
 96%

 Trabuco Villas
 Lake Forest, CA
 1985
 1997
 96%

 Marbrisa
 Long Beach, CA
 1987
 2002
 95%

 Pathways at Bixby Village
 Long Beach, CA
 1975
 1991
 97%

 5600 Wilshire
 2008
 2014
 95%

 Alessio
 2001
 2014
 94%

 Ashton Sherman Village
 2014
 2016
 97%

 Avant
 2014
 2015
 93%

 The Avery
 2014
 2014
 96%

 Bellerive
 2011
 2011
 96%

 Belmont Station
 2009
 2009
 94%

 Catalina Gardens
 1987
 2014
 94%

 Cochran Apartments
 1989
 1998
 96%

 Emerson Valley Village
 2012
 2016
 97%

 Gas Company Lofts (6)

 2004
 2013
 92%

 Year
 Year

 Type
 Homes
 Built

 Marbella
 1991
 2005
 96%

 Pacific Electric Lofts (7)

 2006
 2012
 93%

 Park Catalina
 2002
 2012
 95%

 Park Place
 1988
 1997
 96%

 Regency Palm Court
 1987
 2014
 93%

 Santee Court
 2004
 2010
 93%

 Santee Village
 2011
 2011
 93%

 Skye at Bunker Hill
 1968
 1998
 96%

 The Blake LA
 1979
 1997
 98%

 Tiffany Court
 1987
 2014
 95%

 Wallace on Sunset
 2021
 2021
 91%

 Wilshire La Brea
 2014
 2014
 96%

 Windsor Court
 1987
 2014
 94%

 Windsor Court
 1988
 1997
 96%

 Aqua at Marina Del Rey
 2001
 2014
 97%

 Marina City Club (8)

 1971
 2004
 97%

 Mirabella
 2000
 2000
 95%

 Mira Monte
 Mira Mesa, CA
 1982
 2002
 97%

 Hillcrest Park
 Newbury Park, CA
 1973
 1998
 97%

 Fairway at Big Canyon (9)

 Newport Beach, CA
 1972
 1999
 97%

 Muse
 North Hollywood, CA
 2011
 2011
 95%

 Country Villas
 Oceanside, CA
 1976
 2002
 96%

 Mission Hills
 Oceanside, CA
 1984
 2005
 96%

 Renaissance at Uptown Orange
 Orange, CA
 2007
 2014
 97%

 Arbors at Parc Rose (7)

 2001
 2011
 96%

 Mariner's Place
 1987
 2000
 95%

 Monterey Villas
 1974
 1997
 97%

 Tierra Vista
 2001
 2001
 96%

 The Hallie
 Pasadena, CA
 1972
 1997
 96%

 The Stuart
 Pasadena, CA
 2007
 2014
 97%

 Villa Angelina
 Placentia, CA
 1970
 2001
 96%

 Fountain Park
 Playa Vista, CA
 2002
 2004
 93%

 Highridge (5)

 Rancho Palos Verdes, CA
 1972
 1997
 96%

 Cortesia
 Rancho Santa Margarita, CA
 1999
 2014
 96%

 Pinnacle at Talega
 San Clemente, CA
 2002
 2014
 97%

 Allure at Scripps Ranch
 2002
 2014
 96%

 Bernardo Crest
 1988
 2014
 97%

 Cambridge Park
 1998
 2014
 97%

 Carmel Creek
 2000
 2014
 97%

 Carmel Landing
 1989
 2014
 97%

 Carmel Summit
 1989
 2014
 97%

 CentrePointe
 1974
 1997
 94%

 Esplanade
 1986
 2014
 96%

 Form 15
 2014
 2016
 96%

 LIVIA at Scripps Ranch (10)(14)

 2024
 2024
 95%

 Montanosa
 1990
 2014
 97%

 Year
 Year

 Type
 Homes
 Built

 Summit Park
 1972
 2002
 96%

 Essex Skyline (11)

 2008
 2010
 94%

 Fairhaven (5)

 1970
 2001
 96%

 Parkside Court
 1986
 2014
 97%

 Pinnacle at MacArthur Place
 2002
 2014
 96%

 Hope Ranch
 Santa Barbara, CA
 1965
 2007
 97%

 Bridgeport Coast (12)

 Santa Clarita, CA
 2006
 2014
 96%

 Meadowood
 Simi Valley, CA
 1986
 1996
 96%

 Shadow Point
 Spring Valley, CA
 1983
 2002
 95%

 The Fairways at Westridge (12)

 Valencia, CA
 2004
 2014
 97%

 The Vistas of West Hills (12)

 Valencia, CA
 2009
 2014
 97%

 Allegro
 Valley Village, CA
 2010
 2010
 97%

 Lofts at Pinehurst, The
 1971
 1997
 97%

 Pinehurst (13)

 1973
 2004
 97%

 Woodside Village
 1987
 2004
 97%

 Passage Buena Vista (14)

 Vista, CA
 2020
 2021
 96%

 Walnut Heights
 Walnut, CA
 1964
 2003
 95%

 The Dylan
 West Hollywood, CA
 2014
 2014
 93%

 The Huxley
 West Hollywood, CA
 2014
 2014
 95%

 Avondale at Warner Center
 1970
 1999
 96%

 Reveal
 2010
 2011
 95%

 Vela (16)

 2018
 2022
 95%

 26,484

 96%

 Belmont Terrace
 Belmont, CA
 1974
 2006
 96%

 Fourth & U
 Berkeley, CA
 2010
 2010
 94%

 The Commons
 Campbell, CA
 1973
 2010
 97%

 Pointe at Cupertino
 Cupertino, CA
 1963
 1998
 97%

 Connolly Station
 Dublin, CA
 2014
 2014
 96%

 Avenue 64
 2007
 2014
 96%

 Emme
 2015
 2015
 94%

 The Courtyards at 65th Street (15)

 2004
 2019
 94%

 Foster's Landing
 Foster City, CA
 1987
 2014
 97%

 Boulevard
 1978
 1996
 97%

 Briarwood (7)

 1978
 2011
 97%

 Mission Peaks
 1995
 2014
 97%

 Mission Peaks II
 1989
 2014
 97%

 Paragon
 2013
 2014
 96%

 Stevenson Place
 1975
 2000
 96%

 The Rexford (16)

 1973
 2021
 97%

 The Woods (7)

 1978
 2011
 95%

 City Centre (12)

 Hayward, CA
 2000
 2014
 95%

 City View
 Hayward, CA
 1975
 1998
 95%

 Lafayette Highlands
 Lafayette, CA
 1973
 2014
 97%

 777 Hamilton (17)

 Menlo Park, CA
 2017
 2019
 97%

 Apex
 Milpitas, CA
 2014
 2014
 96%

 ARLO Mountain View
 Mountain View, CA
 2018
 2024
 95%

 Year
 Year

 Type
 Homes
 Built

 Regency at Mountain View (6)

 Mountain View, CA
 1970
 2013
 97%

 Bridgeport
 Newark, CA
 1987
 1987
 99%

 The Grand
 Oakland, CA
 2009
 2009
 95%

 The Landing at Jack London Square
 Oakland, CA
 2001
 2014
 94%

 The Galloway
 Pleasanton, CA
 2016
 2016
 97%

 Radius
 Redwood City, CA
 2015
 2015
 96%

 Township
 Redwood City, CA
 2014
 2019
 96%

 San Marcos
 Richmond, CA
 2003
 2003
 95%

 500 Folsom (14)

 2021
 2021
 96%

 Bennett Lofts
 2004
 2012
 93%

 Fox Plaza
 1968
 2013
 96%

 MB 360
 2014
 2014
 95%

 Park West
 1958
 2012
 95%

 101 San Fernando
 2001
 2010
 95%

 360 Residences (15)

 2010
 2017
 95%

 Bella Villagio
 2004
 2010
 93%

 Century Towers
 2017
 2017
 97%

 Enso
 2014
 2015
 97%

 Epic
 2013
 2013
 97%

 Esplanade
 2002
 2004
 97%

 Fountains at River Oaks
 1990
 2014
 97%

 Marquis
 2015
 2016
 97%

 Meridian at Midtown (15)

 2015
 2018
 96%

 Mio
 2015
 2016
 97%

 Palm Valley
 1,100
 2008
 2014
 96%

 Patina at Midtown
 2021
 2021
 96%

 Sage at Cupertino (5)

 1971
 2017
 97%

 Silver (14)

 2019
 2021
 95%

 The Carlyle
 2000
 2000
 97%

 Waterford Place
 2000
 2000
 96%

 Willow Lake
 1989
 2012
 97%

 Lakeshore Landing
 San Mateo, CA
 1988
 2014
 96%

 Station Park Green
 San Mateo, CA
 2018
 2018
 96%

 Deer Valley
 San Rafael, CA
 1996
 2014
 97%

 Bel Air
 1988
 1995
 97%

 Canyon Oaks
 2005
 2007
 96%

 Crow Canyon
 1992
 2014
 96%

 Foothill Gardens
 1985
 1997
 97%

 Mill Creek at Windermere
 2005
 2007
 96%

 Twin Creeks
 1985
 1997
 97%

 1000 Kiely
 1971
 2011
 97%

 Le Parc
 1975
 1994
 97%

 Marina Cove (18)

 1974
 1994
 97%

 Mylo
 2021
 2021
 97%

 Riley Square (7)

 1972
 2012
 96%

 Villa Granada
 2010
 2014
 97%

 Chestnut Street
 Santa Cruz, CA
 2002
 2008
 96%

 Year
 Year

 Type
 Homes
 Built

 Bristol Commons
 1989
 1995
 97%

 Brookside Oaks (5)

 1973
 2000
 97%

 Lawrence Station
 2012
 2014
 97%

 Magnolia Lane (19)

 2001
 2007
 97%

 Magnolia Square (5)

 1963
 2007
 97%

 Maxwell Sunnyvale
 2022
 2024
 95%

 Montclaire
 1973
 1988
 96%

 Reed Square
 1970
 2011
 97%

 Solstice
 2014
 2014
 97%

 Summerhill Park
 1988
 1988
 96%

 Via
 2011
 2011
 97%

 Windsor Ridge
 1989
 1989
 97%

 Vista Belvedere
 Tiburon, CA
 1963
 2004
 95%

 Verandas (12)

 Union City, CA
 1989
 2014
 97%

 Agora
 Walnut Creek, CA
 2016
 2016
 97%

 Brio (5)

 Walnut Creek, CA
 2015
 2019
 97%

 22,804
 96%

 Seattle, Washington Metropolitan Area

 Belcarra
 2009
 2014
 96%

 BellCentre
 2001
 2014
 97%

 Cedar Terrace
 1984
 2005
 97%

 Courtyard off Main
 2000
 2010
 96%

 Ellington
 1994
 2014
 96%

 Emerald Ridge
 1987
 1994
 96%

 Foothill Commons
 1978
 1990
 97%

 Palisades, The
 1977
 1990
 96%

 Park Highland
 1993
 2014
 96%

 Piedmont
 1969
 2014
 96%

 Sammamish View
 1986
 1994
 97%

 Woodland Commons
 1978
 1990
 97%

 Bothell Ridge
 1988
 2014
 96%

 Canyon Pointe
 1990
 2003
 97%

 Inglenook Court
 1985
 1994
 96%

 Pinnacle Sonata
 2000
 2014
 97%

 Salmon Run at Perry Creek
 2000
 2000
 97%

 Stonehedge Village
 1986
 1997
 98%

 Highlands at Wynhaven
 Issaquah, WA
 2000
 2008
 97%

 Park Hill at Issaquah
 Issaquah, WA
 1999
 1999
 97%

 Wandering Creek
 Kent, WA
 1986
 1995
 97%

 Ascent
 1988
 2012
 97%

 Bridle Trails
 1986
 1997
 97%

 Corbella at Juanita Bay
 1978
 2010
 97%

 Evergreen Heights
 1990
 1997
 97%

 Montebello
 1996
 2012
 97%

 Slater 116
 2013
 2013
 97%

 Martha Lake (16)

 Lynwood, WA
 1991
 2021
 97%

 Aviara (19)

 Mercer Island, WA
 2013
 2014
 97%

 Year
 Year

 Type
 Homes
 Built

 Laurels at Mill Creek
 1981
 1996
 96%

 Monterra in Mill Creek (16)

 2003
 2021
 97%

 Parkwood at Mill Creek
 1989
 2014
 97%

 The Elliot at Mukilteo (5)

 Mukilteo, WA
 1981
 1997
 97%

 Castle Creek
 Newcastle, WA
 1998
 1998
 97%

 Elevation
 1986
 2010
 97%

 Pure Redmond
 2016
 2019
 97%

 Redmond Hill (7)

 1985
 2011
 97%

 Shadowbrook
 1986
 2014
 97%

 The Trails of Redmond
 1985
 2014
 97%

 Vesta (7)

 1998
 2011
 97%

 Brighton Ridge
 1986
 1996
 95%

 Fairwood Pond
 1997
 2004
 96%

 Forest View
 1998
 2003
 97%

 Pinnacle on Lake Washington
 2001
 2014
 97%

 8th & Republican (15)

 2016
 2017
 97%

 Annaliese
 2009
 2013
 98%

 The Bernard
 2008
 2011
 97%

 Cairns, The
 2006
 2007
 96%

 Collins on Pine
 2013
 2014
 96%

 Canvas
 2014
 2021
 96%

 Domaine
 2009
 2012
 96%

 Expo (14)

 2012
 2012
 97%

 Fountain Court
 2000
 2000
 97%

 Patent 523
 2010
 2010
 97%

 Taylor 28
 2008
 2014
 97%

 The Audrey at Belltown
 1992
 2014
 97%

 Velo and Ray (15)

 2014
 2019
 96%

 Vox
 2013
 2013
 96%

 Wharfside Pointe
 1990
 1994
 96%

 Beaumont
 Woodinville, WA
 2009
 2024
 93%

 12,869

 97%

 Total:
 62,157

 Weighted Average:
 96%

 Footnotes to the Company's Portfolio Listing as of December 31, 2024

 (1)Unless otherwise specified, the Company consolidates each community in accordance with U.S. GAAP.
 (2)Represents the initial year the joint venture or consolidated community was acquired.
 (3)For communities, occupancy rates are based on financial occupancy for the year ended December 31, 2024, except for communities that were stabilized during the year, in which case physical occupancy was used. For an explanation of how financial occupancy is calculated, see "Occupancy Rates" in this Item 2.
 (4)The community is subject to a ground lease, which, unless extended, will expire in 2083.
 (5)Each of these communities is part of a DownREIT structure in which the Company is the general partner or manager and the other limited partners or members are granted rights of redemption for their interests.
 (6)This community is owned by Wesco III, LLC ("Wesco III"). The Company has a 50% interest in Wesco III, which is accounted for using the equity method of accounting.
 (7)This community is owned by Wesco I, LLC ("Wesco I"). The Company has a 58% interest in Wesco I, which is accounted for using the equity method of accounting.

 (8)This community is subject to a ground lease, which, unless extended, will expire in 2067.
 (9)This community is subject to a ground lease, which, unless extended, will expire in 2027.
 (10)The community is subject to a ground lease, which, unless extended, will expire in 2086.
 (11)The Company has a 97% interest and a former Executive Vice President of the Company has a 3% interest in this community.
 (12)This community is owned by Wesco IV, LLC ("Wesco IV"). The Company has a 65.1% interest in Wesco IV, which is accounted for using the equity method of accounting.
 (13)This community is subject to a ground lease, which, unless extended, will expire in 2028.
 (14)The Company has an interest in a single asset entity owning this community.
 (15)This community is owned by Wesco V, LLC ("Wesco V"). The Company has a 50% interest in Wesco V, which is accounted for using the equity method of accounting.
 (16)This community is owned by Wesco VI, LLC ("Wesco VI"). The Company has a 50% interest in Wesco VI, which is accounted for using the equity method of accounting.
 (17)This community is owned by BEX IV, LLC ("BEX IV"). The Company has a 50.1% interest in BEX IV, which is accounted for using the equity method of accounting.
 (18)A portion of this community on which 84 apartment homes are presently located is subject to a ground lease, which, unless extended, will expire in 2028.
 (19)The community is subject to a ground lease, which, unless extended, will expire in 2070.

 Item 3. 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.

 Item 4. Mine Safety Disclosures

 Not Applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 The shares of the Company's common stock are traded on the New York Stock Exchange under the symbol "ESS."

 There is no established public trading market for the Operating Partnership's limited partnership units ("OP Units").

 Holders

 The approximate number of holders of record of the shares of Essex's common stock was 973 as of February 19, 2025. This number does not include stockholders whose shares are held in investment accounts by other entities. Essex believes the actual number of stockholders is greater than the number of holders of record.

 As of February 19, 2025, there were 62 holders of record of OP Units, including Essex.

 Return of Capital

 Under provisions of the Code, the portion of the cash dividend, if any, that exceeds earnings and profits is considered a return of capital. The return of capital is generated due to a variety of factors, including the deduction of non-cash expenses, primarily depreciation, in the determination of earnings and profits.

 Cash dividends distributed for the years ended December 31, 2024, 2023 and 2022 related to common stock were classified for federal income tax purposes as follows:

 2024
 2023
 2022

 Common Stock

 Ordinary income
 98.19
 %
 88.46
 %
 80.17
 %

 Capital gain
 1.81
 %
 8.32
 %
 16.78
 %

 Unrecaptured section 1250 capital gain
 —
 %
 3.22
 %
 3.05
 %

 %
 %
 %

 Dividends and Distributions

 Future dividends/distributions by Essex and the Operating Partnership will be at the discretion of the Board of Directors of Essex and will depend on the actual cash flows from operations of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, applicable legal restrictions and such other factors as the Board of Directors deems relevant. There are currently no contractual restrictions on Essex's and the Operating Partnership's present or future ability to pay dividends and distributions, and we do not anticipate that our ability to pay dividends/distributions will be impaired; however, there can be no assurances in that regard.

 The Board of Directors declared a dividend/distribution for the fourth quarter of 2024 of $2.45 per share. The dividend/distribution was paid on January 15, 2025 to stockholders/unitholders of record as of January 2, 2025.

 Dividend Reinvestment and Share Purchase Plan

 Essex has adopted a dividend reinvestment and share purchase plan designed to provide holders of common stock with a convenient and economical means to reinvest all or a portion of their cash dividends in shares of common stock and to acquire additional shares of common stock through voluntary purchases. Computershare, LLC, which serves as Essex's transfer agent, administers the dividend reinvestment and share purchase plan. For a copy of the plan, contact Computershare, LLC at (312) 360-5354.

 Securities Authorized for Issuance under Equity Compensation Plans

 The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Shareholders, under the heading "Equity Compensation Plans," to be filed with the SEC within 120 days of December 31, 2024.

 Issuance of Registered Equity Securities

 In August 2024, the Company entered into 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. The 2024 ATM Program replaced the 2021 ATM Program, which was terminated upon the establishment of the 2024 ATM Program.

 During the year ended December 31, 2024, the Company did not issue any shares of common stock under the 2024 ATM Program or the 2021 ATM Program. As of December 31, 2024, there were no outstanding forward sale agreements, and $900.0 million of shares remained available to be sold under the 2024 ATM Program.

 Issuer Purchases of Equity Securities

 In September 2022, the Company's Board of Directors approved a stock repurchase plan 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 December 2015. During the year ended December 31, 2024, the Company did not repurchase any shares. As of December 31, 2024, the Company had $302.7 million of purchase authority remaining under the stock repurchase plan.

 Performance Graph

 The line graph below compares the cumulative total stockholder return on Essex's common stock for the last five years with the cumulative total return on the S&P 500 and the FTSE NAREIT Equity Apartments index over the same period. This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, 2019 and that all dividends were reinvested.

 12/31/2019
 12/31/2020
 12/31/2021
 12/31/2022
 12/31/2023
 12/31/2024

 $
 $
 81.91
 $
 124.83
 $
 77.69
 $
 94.76
 $
 112.16

 FTSE NAREIT Equity Apartments Index
 $
 $
 84.66
 $
 138.51
 $
 94.25
 $
 99.78
 $
 120.22

 S&P 500 Index
 $
 $
 118.40
 $
 152.39
 $
 124.79
 $
 157.59
 $
 197.02

 (1)Common stock performance data is provided by S&P Global Market Intelligence.

 The graph and other information furnished under the above caption "Performance Graph" in this Part II Item 5 of this Form 10-K shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of the Exchange Act.

 Unregistered Sales of Equity Securities

 During the years ended December 31, 2024 and 2023, 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:

 During the years ended December 31, 2024 and 2023, Essex issued an aggregate of 56,304 and zero shares of its common stock upon the exercise of stock options, respectively. Essex contributed the proceeds from the option exercises of $12.3 million to the Operating Partnership in exchange for an aggregate of 56,304 OP Units, as required by the Operating Partnership's partnership agreement, during the year ended December 31, 2024.

 During the years ended December 31, 2024 and 2023, Essex issued an aggregate of 13,217 and 22,236 shares, respectively, of its common stock in connection with restricted stock awards for no cash consideration. For each share of common stock issued by Essex in connection with such awards, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership's partnership agreement, for an aggregate of 13,217 and 22,236 OP Units during the years ended December 31, 2024 and 2023, respectively.

 During the years ended December 31, 2024 and 2023, Essex issued an aggregate of 7,448 and 13,684 shares of its common stock in connection with the exchange of OP Units by limited partners into shares of common stock. For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership's partnership agreement, for an aggregate of 7,448 and 13,684 OP Units during the years ended December 31, 2024 and 2023, respectively.

 Essex may sell shares through its equity distribution program, then contribute the net proceeds from these share issuances to the Operating Partnership in exchange for OP Units as required by the Operating Partnership's partnership agreement. During the years ended December 31, 2024 and 2023, the Company did not issue or sell any shares of common stock pursuant to the 2024 ATM Program and 2021 ATM Program. As of December 31, 2024, there were no outstanding forward sale agreements.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto. These consolidated financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results and all such adjustments are of a normal recurring nature.

 OVERVIEW

 Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment 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 December 31, 2024, had an approximately 96.5% 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 December 31, 2024, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,157 apartment homes, excluding the Company's ownership in preferred equity co-investments, loan investments, and two operating commercial buildings.

 The Company's apartment communities are predominately 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 (Seattle metropolitan area)

 By region, the Company's operating results for 2024 and 2023 and projection for 2025 new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing) are as follows:

 Southern California Region: As of December 31, 2024, this region represented 44% of the Company's consolidated operating apartment homes. Revenues for "2024 Same-Properties" (as defined below), or "Same-Property revenues," increased 4.0% in 2024 as compared to 2023.

 Northern California Region: As of December 31, 2024, this region represented 36% of the Company's consolidated operating apartment homes. 2024 Same-Property revenues increased 2.6% in 2024 as compared to 2023.

 Seattle Metro Region: As of December 31, 2024, this region represented 20% of the Company's consolidated operating apartment homes. 2024 Same-Property revenues increased 2.9% in 2024 as compared to 2023.

 In each of these regions, projected 2025 growth in new residential supply of apartment homes and single family homes is expected to be 1% or less of the total housing stock.

 The Company's consolidated operating communities as of December 31, 2024 and 2023 were as follows:
 December 31, 2023

 %
 %

 23,817
 %
 21,986
 %

 19,747
 %
 19,245
 %

 10,899
 %
 10,341
 %

 Total
 54,463
 %
 51,572
 %

 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. The communities previously held in the BEXAEW, BEX II, Patina at Midtown, and Century

 Towers co-investments, which were consolidated in 2024, are excluded from the table as December 31, 2023 but included in the table as of December 31, 2024.

 Market Considerations

 Elevated inflation in recent years has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession. In response to increased inflation, the U.S. Federal Reserve raised the federal funds rate throughout 2022 and 2023 resulting in a significant increase of market interest rates. In the second half of 2024, the U.S. Federal Reserve lowered the federal funds rate in conjunction with the softening of U.S. inflation and short term market interest rates have declined. Concurrently, geopolitical tensions and regional conflicts have increased uncertainty during recent years. The long-term impact of these developments will largely depend on the impact on job growth, the broader economy, and reactions by consumers, companies, governmental entities and capital markets.

 The foregoing macroeconomic conditions have not negatively impacted the Company's ability to access traditional funding sources on the same or reasonably similar terms as were available in recent periods prior to the pandemic, as demonstrated by the Company's financing activity during the year ended December 31, 2024 discussed in the "Liquidity and Capital Resources" section below. The Company is not at material risk of not meeting the covenants in its credit agreements and is able to timely service its debt and other obligations.

 RESULTS OF OPERATIONS

 Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023

 The average financial occupancy for the Company's 2024 Same-Property portfolio (stabilized properties consolidated by the Company for the years ended December 31, 2024 and 2023) was 96.1% and 96.5% for the years ended December 31, 2024 and 2023, 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 2024 Same-Property portfolio for financial occupancy for the years ended December 31, 2024 and 2023 was as follows:

 2024
 2023

 95.8
 %
 96.3
 %

 96.3
 %
 96.5
 %

 96.7
 %
 96.6
 %

 The following table provides a breakdown of property revenue amounts, including the revenues attributable to 2024 Same-Properties ($ in thousands):

 Number of Apartment Homes
 Year Ended
 Dollar Change
 Percentage Change

 2024
 2023

 2024 Same-Properties:

 21,573
 $
 697,394
 $
 670,475
 $
 26,919
 4.0
 %

 18,273
 648,843
 632,440
 16,403
 2.6
 %

 10,341
 290,294
 282,092
 8,202
 2.9
 %

 Total 2024 Same-Property Revenues

 50,187
 1,636,531
 1,585,007
 51,524
 3.3
 %

 2024 Non-Same Property Revenues

 127,654
 73,257
 54,397
 74.3
 %

 Total Property Revenues

 $
 $
 $
 105,921
 6.4
 %

 2024 Same-Property Revenues increased by $51.5 million or 3.3%. The increase was primarily attributable to increases of 1.9% in average rental rates from $2,605 for 2023 to $2,655 for 2024, 0.8% in other property income, and 0.9% from a decrease in delinquencies, partially offset by a decrease of 0.4% in occupancy.

 2024 Non-Same Property Revenues increased by $54.4 million or 74.3% to $127.7 million in 2024 compared to $73.3 million in 2023. The increase was primarily due to acquisitions of Hacienda at Camarillo Oaks in 2023, as well as the acquisitions of ARLO Mountain View, Maxwell Sunnyvale, and Beaumont, and the acquisition of the Company's joint venture partner's interests in the BEXAEW and BEX II portfolios, Patina at Midtown, and Century Towers in 2024. The increases were partially offset by the sale of Hillsdale Garden in 2024.

 Property operating expenses, excluding real estate taxes increased by $26.4 million or 8.8% to $326.1 million in 2024 compared to $299.7 million in 2023, primarily due to increases of $10.6 million in utilities expenses, $7.8 million in administrative expenses, $7.3 million in personnel costs, and $0.7 million in maintenance and repairs expenses. 2024 Same-Property operating expenses, excluding real estate taxes, increased by $19.5 million or 6.7% to $308.8 million in 2024 compared to $289.3 million in 2023, primarily due to increases of $7.5 million in utilities expenses, $6.9 million in insurance and other expenses, $4.5 million in personnel costs, and $1.3 million in administrative expenses, offset by a decrease of $0.7 million in maintenance and repairs expenses.

 Real estate taxes increased by $7.6 million or 4.1% to $193.4 million in 2024 compared to $185.8 million in 2023, primarily due to increases in tax rates in California and the Seattle Metro region and due to the purchase of Hacienda at Camarillo Oaks in 2023 and acquisitions in 2024. 2024 Same-Property real estate taxes increased by $3.4 million or 1.9% to $179.8 million in 2024 compared to $176.4 million in 2023 primarily due to increases in tax rates in California and
 the Seattle Metro region.

 Depreciation and amortization expense increased by $31.8 million or 5.8% to $580.2 million in 2024 compared to $548.4 million in 2023, primarily due to acquisitions in 2023 and 2024. These increases were offset by the sale of CBC and The Sweeps in 2023 and Hillsdale Garden in 2024.

 Gain on sale of real estate and land of $175.6 million in 2024 was attributable to the sale of Hillsdale Garden in 2024.

 Interest expense increased by $22.6 million or 10.6% to $235.5 million in 2024 compared to $212.9 million in 2023, primarily due to the issuance of $550.0 million senior unsecured notes in 2024 which resulted in an increase in interest expense of $20.1 million. The increase was also due to borrowing on the $300.0 million unsecured term loan in April 2023, the $298.0 million of 10-year secured loans closed in July 2023, and increased borrowing on the Company's unsecured lines of credit in 2024 resulting in a $16.2 million increase in interest expense. Additionally, there was a $0.6 million decrease in capitalized interest in 2024, due to a decrease in development activity as compared to the same period in 2023. These increases in interest expense were partially offset by regular principal payments and various debts that matured or were paid off, primarily due to the pay off of the $300.0 million of senior unsecured notes due May 1, 2023 and $400.0 million of senior unsecured notes due May 1, 2024 during and after 2023, which resulted in a decrease in interest expense of $14.3 million for 2024.

 Interest and other income increased by $34.7 million or 74.9% to $81.0 million in 2024 compared to $46.3 million in 2023, primarily due to increases of $34.8 million in legal settlements and $1.3 million in interest income, offset by a decrease of $1.7 million in realized and unrealized gains on marketable securities.

 Equity income from co-investments increased by $37.6 million or 354.7% to $48.2 million in 2024 compared to $10.6 million in 2023, primarily due to a decrease of $30.0 million in impairment losses from unconsolidated co-investments, increases of $8.7 million in equity income from non-core co-investments, $1.5 million in co-investment promote income, and a decrease of $4.8 million in equity loss from co-investments. These increases were offset by a decrease of $6.5 million in income from preferred equity investments, including income from early redemption of preferred equity investments.

 Gain on remeasurement of co-investments of $210.6 million resulted from the Company's acquisition of its joint venture partner's interests in the BEXAEW and BEX II portfolios, Patina at Midtown and Century Towers.

 Comparison of Year Ended December 31, 2023 to the Year Ended December 31, 2022

 For the comparison of the years ended December 31, 2023 and December 31, 2022, refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024 under the subheading "Comparison of Year Ended December 31, 2023 to the Year Ended December 31, 2022."

 Liquidity and Capital Resources

 The following table sets forth the Company's cash flows for the periods presented ($ in thousands):

 2024
 2023
 2022

 Cash flow provided by (used in):

 Operating activities
 $
 1,068,305
 $
 980,064
 $
 975,649

 Investing activities
 $
 (973,051)
 $
 (145,140)
 $
 145,958

 Financing activities
 $
 (419,742)
 $
 (477,271)
 $
 (1,137,564)

 Essex's business is operated primarily through the Operating Partnership. Essex issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses from operating as a public company which are fully reimbursed by the Operating Partnership.

 Essex itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. Essex's principal funding requirement is the payment of dividends on its common stock. Essex's sole source of funding for its dividend payments is distributions it receives from the Operating Partnership.

 As of December 31, 2024, Essex owned a 96.5% general partner interest and the limited partners owned the remaining 3.5% interest in the Operating Partnership.

 The liquidity of Essex is dependent on the Operating Partnership's ability to make sufficient distributions to Essex. The primary cash requirement of Essex is its payment of dividends to its stockholders. Essex also guarantees some of the Operating Partnership's debt, as discussed further in Note 7, "Unsecured Debt", and Note 8, "Mortgage Notes Payable", to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger Essex's guarantee obligations, then Essex will be required to fulfill its cash payment commitments under such guarantees. However, Essex's only significant asset is its investment in the Operating Partnership.

 For Essex to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its REIT taxable income, excluding net capital gains. While historically Essex has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of other property, including, in limited circumstances, Essex's own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. Essex may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, acquisitions and developments.

 As of December 31, 2024, the Company had $66.8 million of unrestricted cash and cash equivalents and $69.8 million in marketable securities, all of which were equity 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 2025. 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, or decreased investment in redevelopment activities to supplement operating cash flows. The timing, source and amounts of cash flows provided by financing activities and used in 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 December 31, 2024, Moody's Investor Service and Standard and Poor's ("S&P") credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

 As of December 31, 2024, the Company had $5.2 billion of fixed rate public bonds outstanding at an average interest rate of 3.4% with maturity dates ranging from 2025 to 2050.

 As of December 31, 2024, the Company's mortgage notes payable totaled $989.9 million, net of unamortized premiums and debt issuance costs, which consisted of $674.1 million in fixed rate debt at an average interest rate of 4.3% with maturity dates ranging from 2025 to 2033 and $315.8 million of variable rate debt at an average interest rate of 4.2% with maturity dates ranging from 2026 to 2046. A total of $220.8 million of variable rate debt is tax-exempt demand notes which are subject to total return swaps and $95.0 million of variable rate mortgage notes payable has an interest rate swap that effectively converts $47.5 million to an all-in fixed rate of 2.83%.

 As of December 31, 2024, the Company had two unsecured lines of credit aggregating $1.28 billion, including a $1.2 billion unsecured line of credit and a $75.0 million working capital unsecured line of credit. As of December 31, 2024, there was $75.0 million outstanding on the $1.2 billion unsecured line of credit. The underlying interest rate is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of December 31, 2024. This facility is scheduled to mature in January 2029, with two six-month extensions, exercisable at the Company's option. As of December 31, 2024, there was $62.9 million 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 credit ratings, adjusted for the Company's sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of December 31, 2024. This facility is scheduled to mature in July 2026.

 The Company's unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the debt covenants as of December 31, 2024 and 2023.

 The Company 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.

 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.

 The Company has four total return swap contracts, with an aggregate notional amount of $220.8 million, that effectively converts $220.8 million of fixed mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index ("SIFMA") plus a spread. The total return swaps provide fair market value protection on the mortgage notes payable to our counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised. The Company can currently call all four of the total return swaps, with $220.8 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting. The aggregate carrying and fair value of the total return swaps was zero at both December 31, 2024 and 2023.

 As of December 31, 2024 and 2023 the aggregate carrying value of the interest rate swap contracts are an asset of $5.5 million and $4.3 million, respectively, and is included in prepaid expenses and other assets in the consolidated balance sheets.

 The Company had no interest rate cap agreements as of December 31, 2024 and 2023, respectively.

 Hedge ineffectiveness related to cash flow hedges, which is reported in current year income as interest expense, net was zero for the years ended December 31, 2024, 2023 and 2022.

 Issuance of Common Stock

 In August 2024, the Company entered into 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.

 The 2024 ATM Program replaced the 2021 ATM Program, which was terminated upon the establishment of the 2024 ATM Program. For the years ended December 31, 2024, 2023 and 2022, the Company did not sell any shares of common stock through the 2024 ATM Program nor 2021 ATM Program. As of December 31, 2024, there were no outstanding forward purchase agreements, and $900.0 million of shares of common stock remained available to be sold under the 2024 ATM Program.

 Capital Expenditures

 Non-revenue generating capital expenditures are improvements and upgrades that extend the useful life of the property. For the year ended December 31, 2024, non-revenue generating capital expenditures averaged approximately $2,109 per apartment home. These expenditures do not include expenditures for deferred maintenance on acquisition properties, expenditures for property renovations and improvements which are expected to generate additional revenue or cost savings, and do not include expenditures incurred due to changes in government regulations that the Company would not have incurred otherwise, retail, furniture and fixtures, or expenditures for which the Company has been reimbursed or expects to be reimbursed. The Company expects that cash from operations and/or its lines of credit will fund such expenditures.

 Development and Predevelopment 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 or sale. As of December 31, 2024, the Company's development and predevelopment pipeline was comprised of various consolidated predevelopment projects, with total incurred costs of $52.7 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, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of assets, if any.

 Alternative Capital Sources

 The Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. As of December 31, 2024, the Company had an interest in 7,694 apartment homes in operating communities with joint ventures and technology co-investments for a total book value of $379.5 million.

 Real Estate and Other Commitments

 The following table summarizes the Company's unfunded real estate and other future commitments as of December 31, 2024 ($ in thousands):

 Number of Properties
 Investment
 Remaining Commitment

 Joint ventures:

 Preferred equity investments
 $
 85,000
 $
 35,000

 Non-core co-investments
 —
 86,000
 34,465

 $
 171,000
 $
 69,465

 As of December 31, 2024, the Company had operating lease commitments of $125.1 million for ground, building and garage leases with maturity dates ranging from 2025 to 2083. $6.4 million of these commitments are due within the next twelve months.

 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 nine communities) and five co-investments as of December 31, 2024. As of December 31, 2023, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities) and six co-investments. The Company consolidates these entities because it is deemed 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 $893.0 million and $319.1 million, respectively, as of December 31, 2024, and $956.7 million and $324.5 million, respectively, as of December 31, 2023. Noncontrolling interests in these entities were $105.1 million and $121.1 million as of December 31, 2024 and 2023, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE. As of December 31, 2024, the Company was not deemed to be the primary beneficiary of any other VIEs.

 Critical Accounting Estimates

 The preparation of 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 accounts for its acquisitions of investments in real estate by assessing each acquisition to determine if it meets the definition of a business or if it qualifies as an asset acquisition. We expect that acquisitions of individual operating communities will generally be viewed as asset acquisitions, and result in the capitalization of acquisition costs, and the allocation of purchase price to the assets acquired and liabilities assumed based on the relative fair value of the respective assets and liabilities.

 In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data. In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases. The allocation of the total consideration exchanged for a real estate acquisition between the identifiable assets and liabilities and the depreciation we recognize over the estimated useful life of the asset could be impacted by different assumptions and estimates used in the calculation. The reasonable likelihood that the estimate could have a material impact on the financial condition of the Company is based on the total consideration exchanged for real estate during any given year.

 The Company periodically assesses its real estate investments for events or changes in circumstances that indicate the carrying value may not be recoverable. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance for operating properties including the net operating income for the most recent

 12 month period, monitoring estimated costs for properties under development, the Company's ability to hold and its intent with regard to each asset, and each property's remaining useful life. Although each of these may result in an impairment indicator, the shortening of an expected holding period due to the potential sale of a property is the most likely impairment indicator. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be fully recoverable, the carrying amount is evaluated. If the sum of the property's expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Changes in operating and market conditions may result in a change of our intent to hold the property through the end of its useful life and may impact the assumptions utilized to determine the future cash flows of the real estate investment.

 The Company bases its accounting estimates on historical experience, current market conditions and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates made by management and those estimates could be different under different assumptions or conditions.

 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.

 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 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 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.

 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).

 2024
 2023
 2022

 $
 $
 $

 Adjustments:

 Gains not included in FFO
 (386,138)
 (59,238)
 (111,839)

 —
 —

 Impairment loss from unconsolidated co-investments
 3,726
 33,700
 2,105

 Depreciation and amortization from unconsolidated co-investments
 66,943
 71,745
 72,585

 Noncontrolling interest related to Operating Partnership units
 26,414
 14,284
 14,297

 Depreciation attributable to third party ownership and other (1)

 31,191
 (1,474)
 (1,421)

 Funds from operations attributable to common stockholders and unitholders
 $
 1,063,878
 $
 1,013,713
 $
 923,361

 FFO per share-diluted
 $
 15.99
 $
 15.24
 $
 13.70

 Non-core items:

 $
 $
 $
 2,132

 Tax (benefit) expense on unconsolidated co-investments (2)

 (929)
 (10,236)

 Realized and unrealized (gains) losses on marketable securities, net
 (8,347)
 (10,006)
 45,547

 (179)
 (381)

 Equity (income) loss from non-core co-investments (3)

 (10,344)
 (1,685)
 38,045

 —
 —

 Loss on early retirement of debt from unconsolidated co-investment
 —
 —

 Co-investment promote income
 (1,531)
 —
 (17,076)

 Income from early redemption of preferred equity investments and notes receivable
 —
 (285)
 (1,669)

 General and administrative and other, net (4)

 39,341
 6,629
 2,536

 Insurance reimbursements, legal settlements, and other, net (5)

 (43,794)
 (9,821)
 (5,392)

 Core funds from operations attributable to common stockholders and unitholders
 $
 1,038,167
 $
 999,907
 $
 977,857

 Core FFO per share-diluted
 $
 15.60
 $
 15.03
 $
 14.51

 Weighted average number of shares outstanding, diluted (6)

 66,533,908
 66,514,456
 67,374,526

 (1)The Company consolidates certain co-investments. The noncontrolling interest's share of net operating income in these investments for the years ended December 31, 2024, 2023 and 2022 were $2.9 million, $3.3 million, and $3.3 million, respectively. For the year ended December 31, 2024, the amount includes $32.4 million of gain on sale attributable to noncontrolling interest.
 (2)Represents tax related to net unrealized gains or losses on technology co-investments.
 (3)Represents the Company's share of co-investment income or loss from technology co-investments.
 (4)Includes political advocacy costs of $33.3 million, $4.1 million, and $1.9 million for the years ended December 31, 2024, 2023 and 2022 respectively.
 (5)Includes legal settlement gains of $42.5 million, $7.7 million, and $4.2 million for the for the years ended December 31, 2024, 2023 and 2022 respectively.
 (6)Assumes conversion of all outstanding OP Units 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 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 ($ in thousands):

 2024
 2023
 2022

 Earnings from operations
 $
 703,095
 $
 584,342
 $
 595,229

 Adjustments:

 Corporate-level property management expenses
 48,218
 45,872
 40,704

 (10,265)
 (11,131)
 (11,139)

 98,902
 63,474
 56,577

 2,132

 —
 —

 Gain on sale of real estate and land
 (175,583)
 (59,238)
 (94,416)

 NOI
 1,244,659
 1,172,785
 1,128,406

 Less: Non Same-Property NOI
 (96,666)
 (53,485)
 (59,321)

 Same-Property NOI

 $
 1,147,993
 $
 1,119,300
 $
 1,069,085

 Forward-Looking Statements

 Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K 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, included 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: the short and long-term impact of the January 2025 California wildfires, including in relation to regulation, insurance, tenant demand and other factors; 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 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 discussed in Item 1A, Risk Factors, of this Form 10-K, 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.

 Item 7A. 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 December 31, 2024, the Company had two interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on the Company's $300.0 million unsecured term loan and $47.5 million of variable rate mortgage notes payable. The Company's interest rate swap was designated as a cash flow hedge as of December 31, 2024. The following table summarizes the notional amount, carrying value, and estimated fair value of the Company's cash flow hedge derivative instruments used to hedge interest rates as of December 31, 2024. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates or market risks. The table also includes a sensitivity analysis to demonstrate the impact on the Company's derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, 2024 ($ in thousands).

 Notional
 Maturity
 Date

 Carrying and
Estimated
Fair Value
 Estimated Carrying Value

 +50
 -50

 Basis Points
 Basis Points

 Cash flow hedges:

 Interest rate swaps
 $
 347,500
 2026
 $
 5,467
 $
 8,185
 $
 2,732

 Total cash flow hedges
 $
 347,500
 2026
 $
 5,467
 $
 8,185
 $
 2.732

 Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of $220.8 million that effectively convert $220.8 million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and have a carrying value of zero as of December 31, 2024. 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.

 Interest Rate Sensitive Liabilities

 The Company is exposed to interest rate changes primarily as a result of its lines of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company's real estate investment 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. Management has estimated the fair value of the Company's $5.9 billion of fixed rate debt as of December 31, 2024, to be $5.5 billion. Management has estimated the fair value of the Company's $754.7 million of variable rate debt as of December 31, 2024, to be $749.4 million

 based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace. The following table represents scheduled principal payments ($ in thousands):

 2025
 2026
 2027
 2028
 2029
 Total
 Fair value

 Fixed rate debt

 $
 643,035
 $
 548,291
 $
 419,558
 $
 517,000
 $
 $
 3,248,000
 $
 5,875,884
 $
 5,489,008

 Average interest rate
 3.5
 %
 3.5
 %
 3.8
 %
 2.2
 %
 4.1
 %
 3.5
 %

 Variable rate debt (1)

 $
 1,019
 $
 159,059
 $
 384,397
 $
 1,332
 $
 76,456
 $
 132,481
 $
 754,744
 $
 749,386

 Average interest rate
 4.2
 %
 4.9
 %
 4.1
 %
 4.2
 %
 5.7
 %
 4.2
 %

 (1)$220.8 million of variable rate debt is tax exempt to the note holders.

 The table incorporates only those exposures that exist as of December 31, 2024. 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 8. Financial Statements and Supplementary Data

 The response to this item is submitted as a separate section of this Form 10-K. See Item 15.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Not applicable.

 Item 9A. Controls and Procedures

 As of December 31, 2024, 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 December 31, 2024, 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 December 31, 2024, that have materially affected, or are reasonably likely to materially affect, Essex's internal control over financial reporting.

 Management's Report on Internal Control Over Financial Reporting

 Essex's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Essex's management assessed the effectiveness of Essex's internal control over financial reporting as of December 31, 2024. In making this assessment, Essex's management used the criteria set forth in the report entitled "Internal Control-Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Essex's management has concluded that, as of December 31, 2024, its internal control over financial reporting was effective based on these criteria. Essex's independent registered public accounting firm, KPMG LLP, has issued an attestation report over Essex's internal control over financial reporting, which is included herein.

 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.

 As of December 31, 2024, 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 December 31, 2024, 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 December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

 Management's Report on Internal Control Over Financial Reporting

 The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Operating Partnership's management assessed the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2024. In making this assessment, the Operating Partnership's management used the criteria set forth in the report entitled "Internal Control-Integrated Framework (2013)" published by COSO. The Operating Partnership's management has concluded that, as of December 31, 2024, its internal control over financial reporting was effective based on these criteria.

 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.

 Item 9B. Other Information
 Securities Trading Plans of Directors and Executive Officers
 Except as described below, during the three months ended December 31, 2024, none of our officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non Rule 10b5-1 trading arrangement."

 On November 18, 2024, Amal Johnson, a director, modified a previously adopted "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 15,258 shares of common stock. The plan had an initial adoption date of February 8, 2024 and will expire on November 20, 2026, subject to early termination for certain specified events as set forth in the plan.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance

 The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the heading "Board and Corporate Governance Matters," to be filed with the SEC within 120 days of December 31, 2024. The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

 Item 11. Executive Compensation

 The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the headings "Named Executive Officer Compensation" and "Director Compensation," to be filed with the SEC within 120 days of December 31, 2024.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the heading "Security Ownership of Certain Beneficial Owners and Management," to be filed with the SEC within 120 days of December 31, 2024.

 Item 13. Certain Relationships and Related Transactions and Director Independence

 The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the heading "Certain Relationships and Related Person Transactions," to be filed with the SEC within 120 days of December 31, 2024.

 Item 14. Principal Accounting Fees and Services

 The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2025 Annual Meeting of Stockholders, under the headings "Report of the Audit Committee" and "Fees Paid to KPMG LLP," to be filed with the SEC within 120 days of December 31, 2024.

 Item 15. Exhibits and Financial Statement Schedules

 (A) Financial Statements

 (1) Consolidated Financial Statements of Essex Property Trust, Inc.
 Page

 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)

 Consolidated Balance Sheets: As of December 31, 2024 and 2023

 Consolidated Statements of Income: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Comprehensive Income: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Equity: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows: Years ended December 31, 2024, 2023 and 2022

 (2) Consolidated Financial Statements of Essex Portfolio, L.P.

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets: As of December 31, 2024 and 2023

 Consolidated Statements of Income: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Comprehensive Income: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Capital: Years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows: Years ended December 31, 2024, 2023 and 2022

 (3) Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024

 (4) See the Exhibit Index immediately preceding the signature page and certifications for a list of exhibits filed or incorporated by reference as part of this report.

 (B) Exhibits

 The Company hereby files, as exhibits to this Form 10-K, those exhibits listed on the Exhibit Index referenced in Item 15(A)(4) above.

 Item 16. Form 10-K Summary

 None.

 Report of Independent Registered Public Accounting Firm

 To the Stockholders and Board of Directors
 Essex Property Trust, Inc.:

 Opinion on the Consolidated Financial Statements
 We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

 Basis for Opinion
 These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable

 As discussed in Note 2(d) to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Company's ability to hold and its intent with regard to each asset, and each property's remaining useful life. As of December 31, 2024, the Company had $11.4 billion in rental properties.

 We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Company's estimated holding period of rental properties. Changes to shorten the holding period the Company expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.

 F- 1

 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Company's process to estimate the holding period for rental properties. We assessed management's assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Company's intent and ability to hold each rental property by examining documents to assess the Company's plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Company officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Company's plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.

 /s/ KPMG LLP

 We have served as the Company's auditor since 1994.

 San Francisco, California
 F- 2

 Report of Independent Registered Public Accounting Firm

 To the Stockholders and Board of Directors
 Essex Property Trust, Inc.:

 Opinion on Internal Control Over Financial Reporting
 We have audited Essex Property Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 21, 2025 expressed an unqualified opinion on those consolidated financial statements.

 Basis for Opinion

 The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 Definition and Limitations of Internal Control Over Financial Reporting

 A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 /s/ KPMG LLP

 San Francisco, California
 F- 3

 Report of Independent Registered Public Accounting Firm

 To the Partners of Essex Portfolio, L.P. and the Board of Directors of Essex Property Trust, Inc.:

 Opinion on the Consolidated Financial Statements
 We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

 Basis for Opinion

 These consolidated financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Evaluation of events or changes in circumstances that indicate rental properties may not be recoverable

 As discussed in Note 2(d) to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying value of any of the rental properties may not be recoverable. The evaluation of impairment indicators includes an assessment of the Operating Partnership's ability to hold and its intent with regard to each asset, and each property's remaining useful life. As of December 31, 2024, the Operating Partnership had $11.4 billion in rental properties.

 We identified the assessment of events or changes in circumstances that indicate the carrying value of rental properties may not be recoverable as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the Operating Partnership's estimated holding period of rental properties. Changes to shorten the holding period the Operating Partnership expects to receive cash flows from rental properties could have had a significant impact on the determination of impairment indicators.

 F- 4

 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control over the Operating Partnership's process to estimate the holding period for rental properties. We assessed management's assumptions and the likelihood that a rental property will be sold significantly before the end of its previously estimated useful life or holding period. We assessed the Operating Partnership's intent and ability to hold each rental property by examining documents to assess the Operating Partnership's plans, if any, to dispose of individual rental properties significantly before the end of its previously estimated useful life or holding period. We inquired of Operating Partnership officials and obtained written representations regarding the status of potential plans, if any, to dispose of individual rental properties, and discussed the Operating Partnership's plans with others in the organization who are responsible for, and have the authority over, potential disposition activities.

 /s/ KPMG LLP

 We have served as the Operating Partnership's auditor since 2013.

 San Francisco, California
 F- 5

 Consolidated Balance Sheets
 December 31, 2024 and 2023
 (In thousands, except parenthetical and share amounts)

 2024
 2023

 ASSETS

 Real estate investments:

 Rental properties:

 Land and land improvements
 $
 3,246,789
 $
 3,036,912

 Buildings and improvements
 14,342,729
 13,098,311

 17,589,518
 16,135,223

 Less: accumulated depreciation
 ( 6,150,618)
 ( 5,664,931)

 11,438,900
 10,470,292

 Real estate under development
 52,682
 23,724

 Co-investments
 935,014
 1,061,733

 12,426,596
 11,555,749

 Cash and cash equivalents-unrestricted
 66,795
 391,749

 Cash and cash equivalents-restricted
 9,051
 8,585

 Marketable securities
 69,794
 87,795

 Notes and other receivables, net of allowance for credit losses of $ 0.5 million and $ 0.7 million as of December 31, 2024 and December 31, 2023, respectively

 206,706
 174,621

 Operating lease right-of-use assets

 Prepaid expenses and other assets
 96,861
 79,171

 Total assets
 $
 $

 LIABILITIES AND EQUITY

 Unsecured debt, net
 $
 5,473,788
 $
 5,318,531

 Mortgage notes payable, net
 989,884
 887,204

 Lines of credit
 137,945
 —

 Accounts payable and accrued liabilities
 212,747
 176,401

 Construction payable
 14,347
 20,659

 Dividends payable
 165,443
 155,695

 Distributions in excess of investments in co-investments
 79,273
 65,488

 Operating lease liabilities
 65,091

 50,220
 46,175

 Total liabilities
 7,176,120
 6,735,244

 Commitments and contingencies (Note 17)

 Redeemable noncontrolling interest
 30,849
 32,205

 Equity:

 Common stock; $ 0.0001 par value, 670,000,000 shares authorized; 64,280,466 and 64,203,497 shares issued and outstanding, respectively

 Additional paid-in capital
 6,668,047
 6,656,720

 Distributions in excess of accumulated earnings
 ( 1,155,662)
 ( 1,267,536)

 Accumulated other comprehensive income, net
 24,655
 33,556

 Total stockholders' equity
 5,537,046
 5,422,746

 Noncontrolling interest
 183,344
 171,232

 Total equity
 5,720,390
 5,593,978

 Total liabilities and equity
 $
 $

 F- 6

 Consolidated Statements of Income
 (In thousands, except share and per share amounts)

 2024
 2023
 2022

 Revenues:

 Rental and other property
 $
 $
 $

 10,265
 11,131
 11,139

 1,774,450
 1,669,395
 1,606,814

 Expenses:

 Property operating, excluding real estate taxes
 326,113
 299,672
 283,351

 Real estate taxes
 193,413
 185,807
 183,918

 Corporate-level property management expenses
 48,218
 45,872
 40,704

 98,902
 63,474
 56,577

 2,132

 —
 —

 1,246,938
 1,144,291
 1,106,001

 Gain on sale of real estate and land
 175,583
 59,238
 94,416

 Earnings from operations
 703,095
 584,342
 595,229

 Interest expense
 ( 235,529)
 ( 212,905)
 ( 204,798)

 Total return swap income
 3,099
 3,148
 7,907

 Interest and other income (loss)
 80,951
 46,259
 ( 19,040)

 48,206
 10,561
 26,030

 Tax benefit (expense) on unconsolidated co-investments
 ( 697)
 10,236

 —
 —
 ( 2)

 210,555
 —
 17,423

 Net income attributable to noncontrolling interest
 ( 69,784)
 ( 24,883)
 ( 24,670)

 $
 $
 $

 Per share data:

 Basic:

 $
 11.55
 $
 6.32
 $
 6.27

 Weighted average number of shares outstanding during the year
 64,228,356
 64,252,232
 65,079,764

 Diluted:

 $
 11.54
 $
 6.32
 $
 6.27

 Weighted average number of shares outstanding during the year
 64,251,234
 64,253,385
 65,098,186

 F- 7

 Consolidated Statements of Comprehensive Income
 (In thousands)

 2024
 2023
 2022

 $
 $
 $

 Other comprehensive (loss) income:

 Change in fair value of marketable debt securities, net
 —
 —

 Reversal of unrealized gains upon the sale of marketable debt securities
 —
 —

 Total other comprehensive (loss) income
 53,814

 Comprehensive income
 802,089
 417,344
 486,799

 Comprehensive income attributable to noncontrolling interest
 ( 69,468)
 ( 24,429)
 ( 26,466)

 Comprehensive income attributable to controlling interest
 $
 732,621
 $
 392,915
 $
 460,333

 F- 8

 Consolidated Statements of Equity
 (In thousands, except per share amounts)

 Common stock
 Additional
paid-in
capital
 Distributions
in excess of
accumulated
earnings
other
comprehensive
income (loss), net
 Noncontrolling
interest
 Total

 Balances at December 31, 2021
 65,248
 $
 $
 6,915,981
 $
 ( 916,833)
 $
 ( 5,552)
 $
 182,905
 $
 6,176,508

 —
 —
 —
 —
 24,670

 Reversal of unrealized gains upon the sale of marketable debt securities
 —
 —
 —
 —
 ( 557)
 ( 20)

 —
 —
 —
 —
 52,351
 1,807

 Change in fair value of marketable debt securities, net
 —
 —
 —
 —

 Stock option and restricted stock plans, net
 —
 17,309
 —
 —
 —
 17,309

 Sale of common stock, net
 —
 —
 —
 —
 —

 —
 —
 11,059
 —
 —
 11,446

 Retirement of common stock, net
 ( 740)
 ( 1)
 ( 189,725)
 —
 —
 —

 —
 —
 6,230
 —
 —
 7,038

 Contributions from noncontrolling interest
 —
 —
 —
 —
 —

 —
 —
 —
 —
 —
 ( 30,959)
 ( 30,959)

 Redemptions of noncontrolling interest
 —
 ( 10,464)
 —
 —
 ( 988)
 ( 11,452)

 Common stock dividends ($ 8.80 per share)

 —
 —
 —
 ( 571,658)
 —
 —
 ( 571,658)

 Balances at December 31, 2022
 64,605
 $
 $
 6,750,076
 $
 ( 1,080,176)
 $
 46,466
 $
 178,744
 $
 5,895,116

 —
 —
 —
 —
 24,883

 —
 —
 —
 —
 ( 12,910)
 ( 454)

 Stock option and restricted stock plans, net
 —
 —
 —
 —

 Sale of common stock, net
 —
 —
 —
 —
 —

 —
 —
 11,723
 —
 —
 12,135

 Retirement of common stock, net
 ( 437)
 —
 —
 —
 —

 —
 —
 ( 5,150)
 —
 —
 ( 5,055)

 F- 9

 —
 —
 —
 —
 —
 ( 31,939)
 ( 31,939)

 Redemptions of noncontrolling interest
 —
 ( 100)
 —
 —
 ( 509)
 ( 609)

 Common stock dividends ($ 9.24 per share)

 —
 —
 —
 ( 593,185)
 —
 —
 ( 593,185)

 Balances at December 31, 2023
 64,203
 $
 $
 6,656,720
 $
 ( 1,267,536)
 $
 33,556
 $
 171,232
 $
 5,593,978

 —
 —
 —
 —
 69,784

 —
 —
 —
 —
 ( 8,901)
 ( 316)

 Stock option and restricted stock plans, net
 —
 9,096
 —
 —
 —
 9,096

 Sale of common stock, net
 —
 —
 —
 —
 —

 —
 —
 7,408
 —
 —
 7,671

 —
 —
 —
 —

 Issuance of OP units to noncontrolling interest
 —
 —
 —
 —
 —

 —
 —
 —
 —
 —
 ( 81,812)
 ( 81,812)

 Redemptions of noncontrolling interest
 —
 ( 5,254)
 —
 —
 ( 1,199)
 ( 6,453)

 Common stock dividends ($ 9.80 per share)

 —
 —
 —
 ( 629,648)
 —
 —
 ( 629,648)

 Balances at December 31, 2024
 64,280
 $
 $
 6,668,047
 $
 ( 1,155,662)
 $
 24,655
 $
 183,344
 $
 5,720,390

 F- 10

 Consolidated Statements of Cash Flows
 (In thousands)

 2024
 2023
 2022

 Cash flows from operating activities:

 $
 $
 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Straight-lined rents
 2,773
 3,330

 Amortization of discount and debt financing costs, net
 7,795
 6,911
 6,712

 Realized and unrealized (gains) losses on marketable securities, net
 ( 8,347)
 ( 10,006)
 45,547

 Income from early redemption of notes receivable
 —
 —
 ( 811)

 ( 179)

 ( 48,206)
 ( 10,561)
 ( 26,030)

 Operating distributions from co-investments
 62,868
 76,787
 95,256

 Accrued interest from notes and other receivables
 ( 13,497)
 ( 12,631)
 ( 13,953)

 —
 —

 Gain on the sale of real estate and land
 ( 175,583)
 ( 59,238)
 ( 94,416)

 Equity-based compensation
 7,158
 8,031
 7,206

 —
 —

 ( 210,555)
 —
 ( 17,423)

 Changes in operating assets and liabilities:

 Prepaid expenses, receivables, operating lease right-of-use assets, and other assets
 32,007
 ( 9,721)
 5,183

 Accounts payable, accrued liabilities, and operating lease liabilities
 25,194
 5,335
 ( 17,266)

 ( 1,910)
 2,735
 9,627

 Net cash provided by operating activities
 1,068,305
 980,064
 975,649

 Cash flows from investing activities:

 Additions to real estate:

 Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired
 ( 940,440)
 ( 25,098)
 ( 21,870)

 Redevelopment
 ( 70,572)
 ( 72,577)
 ( 96,718)

 Development acquisitions of and additions to development real estate
 ( 2,874)
 ( 7,872)
 ( 27,713)

 Capital expenditures on rental properties
 ( 136,395)
 ( 140,371)
 ( 163,193)

 Investments in notes receivable
 ( 130,635)
 ( 58,127)
 ( 168,095)

 Collections of notes and other receivables
 33,504
 —
 412,006

 Proceeds from insurance for property losses
 2,299
 3,431
 4,325

 Proceeds from dispositions of real estate
 247,286
 99,388
 157,985

 Contributions to co-investments
 ( 34,073)
 ( 37,405)
 ( 163,188)

 Changes in refundable deposits
 ( 8,000)
 10,200
 ( 16,318)

 Purchases of marketable securities
 ( 1,002)
 ( 20,780)
 ( 18,109)

 Sales and maturities of marketable securities
 27,348
 64,320
 71,222

 Non-operating distributions from co-investments
 40,503
 39,751
 175,624

 Net cash (used in) provided by investing activities
 ( 973,051)
 ( 145,140)
 145,958

 Cash flows from financing activities:

 Proceeds from unsecured debt and mortgage notes
 554,875
 598,000
 —

 F- 11

 Payments on unsecured debt and mortgage notes
 ( 403,108)
 ( 302,429)
 ( 64,542)

 Proceeds from lines of credit
 1,667,476
 844,046
 1,376,452

 Repayments of lines of credit
 ( 1,529,531)
 ( 896,119)
 ( 1,665,636)

 Retirement of common stock
 —

 Additions to deferred charges
 ( 9,568)
 ( 1,736)
 ( 2,638)

 Net proceeds from issuance of common stock

 Net proceeds from stock options exercised
 12,313
 —
 19,525

 Payments related to tax withholding for share-based compensation
 ( 3,217)
 ( 2,216)

 Contributions from noncontrolling interest
 —
 —

 ( 81,246)
 ( 31,619)
 ( 30,740)

 Redemption of noncontrolling interest
 ( 6,453)
 ( 609)
 ( 11,452)

 Redemption of redeemable noncontrolling interest
 ( 521)
 —
 ( 478)

 Common stock dividends paid
 ( 620,466)
 ( 586,976)
 ( 565,924)

 Net cash used in financing activities
 ( 419,742)
 ( 477,271)
 ( 1,137,564)

 Net increase (decrease) in unrestricted and restricted cash and cash equivalents
 ( 324,488)
 357,653
 ( 15,957)

 Unrestricted and restricted cash and cash equivalents at beginning of year
 58,638

 Unrestricted and restricted cash and cash equivalents at end of year
 $
 75,846
 $
 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest, net of capitalized interest
 $
 223,220
 $
 207,038
 $
 198,323

 Interest capitalized
 $
 $
 $
 2,272

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases
 $
 6,934
 $
 6,962
 $
 6,987

 Supplemental disclosure of noncash investing and financing activities:

 Issuance of Operating Partnership units in connection with acquisition
 $
 $
 —
 $
 —

 Redemption of preferred equity investments upon acquisition of co-investments
 $
 44,670
 $
 —
 $
 —

 Transfers between real estate under development and rental properties, net
 $
 $
 1,497
 $
 100,737

 Transfer from real estate under development to co-investments
 $
 $
 1,732
 $
 2,276

 Reclassifications to (from) redeemable noncontrolling interest from additional paid in capital and noncontrolling interest
 $
 ( 835)
 $
 5,055
 $
 ( 7,038)

 Debt assumed in connection with acquisition
 $
 95,000
 $
 —
 $
 21,303

 Debt financed by seller in connection with acquisition
 $
 11,000
 $
 —
 $
 —

 F- 12

 Consolidated Balance Sheets
 December 31, 2024 and 2023
 (In thousands, except parenthetical and unit amounts)

 2024
 2023

 ASSETS

 Real estate investments:

 Rental properties:

 Land and land improvements
 $
 3,246,789
 $
 3,036,912

 Buildings and improvements
 14,342,729
 13,098,311

 17,589,518
 16,135,223

 Less: accumulated depreciation
 ( 6,150,618)
 ( 5,664,931)

 11,438,900
 10,470,292

 Real estate under development
 52,682
 23,724

 Co-investments
 935,014
 1,061,733

 12,426,596
 11,555,749

 Cash and cash equivalents-unrestricted
 66,795
 391,749

 Cash and cash equivalents-restricted
 9,051
 8,585

 Marketable securities
 69,794
 87,795

 Notes and other receivables, net of allowance for credit losses of $ 0.5 million and $ 0.7 million as of December 31, 2024 and December 31, 2023, respectively

 206,706
 174,621

 Operating lease right-of-use assets

 Prepaid expenses and other assets
 96,861
 79,171

 Total assets
 $
 $

 LIABILITIES AND CAPITAL

 Unsecured debt, net
 $
 5,473,788
 $
 5,318,531

 Mortgage notes payable, net
 989,884
 887,204

 Lines of credit
 137,945
 —

 Accounts payable and accrued liabilities
 212,747
 176,401

 Construction payable
 14,347
 20,659

 Distributions payable
 165,443
 155,695

 Distributions in excess of investments in co-investments
 79,273
 65,488

 Operating lease liabilities
 65,091

 50,220
 46,175

 Total liabilities
 7,176,120
 6,735,244

 Commitments and contingencies (Note 17)

 Redeemable noncontrolling interest
 30,849
 32,205

 Capital:

 General Partner:

 Common equity ( 64,280,466 and 64,203,497 units issued and outstanding, respectively)

 5,512,391
 5,389,190

 5,512,391
 5,389,190

 Limited Partners:

 Common equity ( 2,331,251 and 2,258,812 units issued and outstanding, respectively)

 73,418
 44,991

 Accumulated other comprehensive income
 29,429
 38,646

 Total partners' capital
 5,615,238
 5,472,827

 Noncontrolling interest
 105,152
 121,151

 Total capital
 5,720,390
 5,593,978

 Total liabilities and capital
 $
 $

 F- 13

 Consolidated Statements of Income
 (In thousands, except unit and per unit amounts)

 2024
 2023
 2022

 Revenues:

 Rental and other property
 $
 $
 $

 10,265
 11,131
 11,139

 1,774,450
 1,669,395
 1,606,814

 Expenses:

 Property operating, excluding real estate taxes
 326,113
 299,672
 283,351

 Real estate taxes
 193,413
 185,807
 183,918

 Corporate-level property management expenses
 48,218
 45,872
 40,704

 98,902
 63,474
 56,577

 2,132

 —
 —

 1,246,938
 1,144,291
 1,106,001

 Gain on sale of real estate and land
 175,583
 59,238
 94,416

 Earnings from operations
 703,095
 584,342
 595,229

 Interest expense
 ( 235,529)
 ( 212,905)
 ( 204,798)

 Total return swap income
 3,099
 3,148
 7,907

 Interest and other income (loss)
 80,951
 46,259
 ( 19,040)

 48,206
 10,561
 26,030

 Tax benefit (expense) on unconsolidated co-investments
 ( 697)
 10,236

 —
 —
 ( 2)

 210,555
 —
 17,423

 Net income attributable to noncontrolling interest
 ( 43,370)
 ( 10,599)
 ( 10,373)

 $
 767,936
 $
 420,109
 $
 422,612

 Per unit data:

 Basic:

 $
 11.55
 $
 6.32
 $
 6.27

 Weighted average number of common units outstanding during the year
 66,511,030
 66,513,303
 67,356,105

 Diluted:

 $
 11.54
 $
 6.32
 $
 6.27

 Weighted average number of common units outstanding during the year
 66,533,908
 66,514,456
 67,374,527

 F- 14

 Consolidated Statements of Comprehensive Income
 Years Ended December 31, 2024, 2023 and 2022
 (In thousands)

 2024
 2023
 2022

 $
 $
 $

 Other comprehensive (loss) income:

 Change in fair value of marketable debt securities, net
 —
 —

 Reversal of unrealized gains upon the sale of marketable debt securities
 —
 —

 Total other comprehensive (loss) income
 53,814

 Comprehensive income
 802,089
 417,344
 486,799

 Comprehensive income attributable to noncontrolling interest
 ( 43,370)
 ( 10,599)
 ( 10,373)

 Comprehensive income attributable to controlling interest
 $
 758,719
 $
 406,745
 $
 476,426

 F- 15

 Consolidated Statements of Capital
 (In thousands, except per unit amounts)

other
comprehensive
income (loss), net

 General Partner
 Limited Partners
 Noncontrolling
interest
 Total

 Common Equity
 Common Equity

 Units
 Units

 Balances at December 31, 2021
 65,248
 $
 5,999,155
 2,282
 $
 56,502
 $
 ( 1,804)
 $
 122,655
 $
 6,176,508

 —
 —
 14,297
 —
 10,373

 Reversal of unrealized gains upon the sale of marketable
debt securities
 —
 —
 —
 —
 —

 —
 —
 —
 —
 —

 Change in fair value of marketable debt securities, net
 —
 —
 —
 —
 —

 Issuance of common units under:

 General partner's stock based compensation, net
 17,309
 —
 —
 —
 —
 17,309

 Sale of common stock by general partner, net
 —
 —
 —
 —
 —

 —
 11,059
 —
 —
 —
 11,446

 Retirement of common units, net
 ( 740)
 —
 —
 —
 —

 —
 6,230
 —
 —
 7,038

 Contributions from noncontrolling interest
 —
 —
 —
 —
 —

 —
 —
 —
 —
 —
 ( 10,935)
 ( 10,935)

 Redemptions
 ( 10,464)
 ( 10)
 ( 94)
 —
 ( 894)
 ( 11,452)

 Distributions declared ($ 8.80 per unit)

 —
 ( 571,658)
 —
 ( 20,024)
 —
 —
 ( 591,682)

 Balances at December 31, 2022
 64,605
 $
 5,669,906
 2,272
 $
 51,454
 $
 52,010
 $
 121,746
 $
 5,895,116

 —
 —
 14,284
 —
 10,599

 —
 —
 —
 —
 —

 General partner's stock based compensation, net
 —
 —
 —
 —

 Sale of common stock by general partner, net
 —
 —
 —
 —
 —

 —
 11,723
 —
 —
 —
 12,135

 Retirement of common units, net
 ( 437)
 —
 —
 —
 —

 —
 ( 5,150)
 —
 —
 ( 5,055)

 F- 16

 —
 —
 —
 —
 —
 ( 11,060)
 ( 11,060)

 Redemptions
 ( 100)
 ( 13)
 ( 355)
 —
 ( 154)
 ( 609)

 Distributions declared ($ 9.24 per unit)

 —
 ( 593,185)
 —
 ( 20,879)
 —
 —
 ( 614,064)

 Balances at December 31, 2023
 64,203
 $
 5,389,190
 2,259
 $
 44,991
 $
 38,646
 $
 121,151
 $
 5,593,978

 —
 —
 26,414
 —
 43,370

 —
 —
 —
 —
 —

 General partner's stock based compensation, net
 9,096
 —
 —
 —
 —
 9,096

 Sale of common stock by general partner, net
 —
 —
 —
 —
 —

 —
 7,408
 —
 —
 —
 7,671

 —
 —
 —

 Issuance of OP units to noncontrolling interest
 —
 —
 —
 —

 —
 —
 —
 —
 —
 ( 59,317)
 ( 59,317)

 Redemptions
 ( 5,254)
 ( 10)
 ( 784)
 —
 ( 415)
 ( 6,453)

 Distributions declared ($ 9.80 per unit)

 —
 ( 629,648)
 —
 ( 22,495)
 —
 —
 ( 652,143)

 Balances at December 31, 2024
 64,280
 $
 5,512,391
 2,331
 $
 73,418
 $
 29,429
 $
 105,152
 $
 5,720,390

 F- 17

 Consolidated Statements of Cash Flows
 (In thousands)

 2024
 2023
 2022

 Cash flows from operating activities:

 $
 $
 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Straight-lined rents
 2,773
 3,330

 Amortization of discount and debt financing costs, net
 7,795
 6,911
 6,712

 Realized and unrealized (gains) losses on marketable securities, net
 ( 8,347)
 ( 10,006)
 45,547

 Income from early redemption of notes receivable
 —
 —
 ( 811)

 ( 179)

 ( 48,206)
 ( 10,561)
 ( 26,030)

 Operating distributions from co-investments
 62,868
 76,787
 95,256

 Accrued interest from notes and other receivables
 ( 13,497)
 ( 12,631)
 ( 13,953)

 —
 —

 Gain on the sale of real estate and land
 ( 175,583)
 ( 59,238)
 ( 94,416)

 Equity-based compensation
 7,158
 8,031
 7,206

 —
 —

 ( 210,555)
 —
 ( 17,423)

 Changes in operating assets and liabilities:

 Prepaid expenses, receivables, operating lease right-of-use assets, and other assets
 32,007
 ( 9,721)
 5,183

 Accounts payable, accrued liabilities, and operating lease liabilities
 25,194
 5,335
 ( 17,266)

 ( 1,910)
 2,735
 9,627

 Net cash provided by operating activities
 1,068,305
 980,064
 975,649

 Cash flows from investing activities:

 Additions to real estate:

 Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired
 ( 940,440)
 ( 25,098)
 ( 21,870)

 Redevelopment
 ( 70,572)
 ( 72,577)
 ( 96,718)

 Development acquisitions of and additions to development real estate
 ( 2,874)
 ( 7,872)
 ( 27,713)

 Capital expenditures on rental properties
 ( 136,395)
 ( 140,371)
 ( 163,193)

 Investments in notes receivable
 ( 130,635)
 ( 58,127)
 ( 168,095)

 Collections of notes and other receivables
 33,504
 —
 412,006

 Proceeds from insurance for property losses
 2,299
 3,431
 4,325

 Proceeds from dispositions of real estate
 247,286
 99,388
 157,985

 Contributions to co-investments
 ( 34,073)
 ( 37,405)
 ( 163,188)

 Changes in refundable deposits
 ( 8,000)
 10,200
 ( 16,318)

 Purchases of marketable securities
 ( 1,002)
 ( 20,780)
 ( 18,109)

 Sales and maturities of marketable securities
 27,348
 64,320
 71,222

 Non-operating distributions from co-investments
 40,503
 39,751
 175,624

 Net cash (used in) provided by investing activities
 ( 973,051)
 ( 145,140)
 145,958

 Cash flows from financing activities:

 Proceeds from unsecured debt and mortgage notes
 554,875
 598,000
 —

 F- 18

 Payments on unsecured debt and mortgage notes
 ( 403,108)
 ( 302,429)
 ( 64,542)

 Proceeds from lines of credit
 1,667,476
 844,046
 1,376,452

 Repayments of lines of credit
 ( 1,529,531)
 ( 896,119)
 ( 1,665,636)

 Retirement of common units
 —

 Additions to deferred charges
 ( 9,568)
 ( 1,736)
 ( 2,638)

 Net proceeds from issuance of common units

 Net proceeds from stock options exercised
 12,313
 —
 19,525

 Payments related to tax withholding for share-based compensation
 ( 3,217)
 ( 2,216)

 Contributions from noncontrolling interest
 —
 —

 ( 56,582)
 ( 8,558)
 ( 8,450)

 Redemption of noncontrolling interests
 ( 6,453)
 ( 609)
 ( 11,452)

 Redemption of redeemable noncontrolling interests
 ( 521)
 —
 ( 478)

 Common units distributions paid
 ( 645,130)
 ( 610,037)
 ( 588,214)

 Net cash used in financing activities
 ( 419,742)
 ( 477,271)
 ( 1,137,564)

 Net increase (decrease) in unrestricted and restricted cash and cash equivalents
 ( 324,488)
 357,653
 ( 15,957)

 Unrestricted and restricted cash and cash equivalents at beginning of year
 58,638

 Unrestricted and restricted cash and cash equivalents at end of year
 $
 75,846
 $
 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest, net of capitalized interest
 $
 223,220
 $
 207,038
 $
 198,323

 Interest capitalized
 $
 $
 $
 2,272

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases
 $
 6,934
 $
 6,962
 $
 6,987

 Supplemental disclosure of noncash investing and financing activities:

 Issuance of Operating Partnership units in connection with acquisition
 $
 $
 —
 $
 —

 Redemption of preferred equity investments upon acquisition of co-investments
 $
 44,670
 $
 —
 $
 —

 Transfers between real estate under development and rental properties, net
 $
 $
 1,497
 $
 100,737

 Transfer from real estate under development to co-investments
 $
 $
 1,732
 $
 2,276

 Reclassifications to (from) redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest
 $
 ( 835)
 $
 5,055
 $
 ( 7,038)

 Debt assumed in connection with acquisition
 $
 95,000
 $
 —
 $
 21,303

 Debt financed by seller in connection with acquisition
 $
 11,000
 $
 —
 $
 —

 F- 19

 December 31, 2024, 2023 and 2022

 (1) Organization

 The accompanying 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). Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

 Essex is the sole general partner of the Operating Partnership with a 96.5 % general partner interest and the limited partners owned a 3.5 % interest as of December 31, 2024. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units ("OP Units," and the holders of such OP Units, "Unitholders") outstanding were 2,331,251 and 2,258,812 as of December 31, 2024 and 2023, respectively, and the redemption value of the OP Units, based on the closing price of the Company's common stock, totaled $ 665.4 million and $ 560.0 million, as of December 31, 2024 and 2023, respectively. The Company has reserved shares of common stock for such conversions.

 As of December 31, 2024, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,157 apartment homes, excluding the Company's ownership interests in preferred equity co-investments, loan investments, and two operating commercial buildings. The operating apartment 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.

 F- 20

 (2) Summary of Critical and Significant Accounting Policies

 (a) Principles of Consolidation and Basis of Presentation

 The accounts of the Company, its controlled subsidiaries and the variable interest entities ("VIEs") in which it is the primary beneficiary are consolidated in the accompanying financial statements and prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). 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. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

 Noncontrolling interest includes the 3.5 % and 3.4 % limited partner interests in the Operating Partnership not held by the Company as of December 31, 2024 and 2023, respectively. These percentages include the Operating Partnership's vested long-term incentive plan units (see Note 14, Equity Based Compensation Plans).

 (b) Recently Adopted Accounting Pronouncements

 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. The Company adopted ASU 2023-07 effective January 1, 2024 using retrospective approach. The adoption of this guidance did not have a material impact on its consolidated financial statements and financial position.

 (c) Recent Accounting Pronouncements

 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, including inventory purchases, employee compensation, depreciation, amortization, and depletion, to be presented in certain expense captions on the face of the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective 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 this standard on its consolidated results of operations and financial position.

 In August 2023, the FASB issued ASU No. 2023-05 "Business Combinations —Joint Venture Formations (Subtopic 805-60)" under which an entity that qualifies as a joint venture is required to apply a new basis of accounting upon the formation of the joint venture. The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date. ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.

 (d) Real Estate Rental Properties

 Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year, are capitalized. Operating real estate assets are stated at cost and consist of land and land improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Expenditures for maintenance and repairs are charged to expense as incurred.

 F- 21

 The depreciable life of various categories of fixed assets is as follows:
 Computer software and equipment
 3 - 5 years

 Interior apartment home improvements
 5 years

 Furniture, fixtures and equipment
 5 - 10 years

 Land improvements and certain exterior components of real property
 10 years

 Real estate structures
 30 years

 The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property. Such capitalized costs include land, land improvements, allocated costs of the Company's project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance. Capitalization begins for predevelopment, development, and redevelopment projects when activity commences. Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.

 The Company allocates the purchase price of real estate on a fair value basis to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place leases. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data. In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases.

 The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired. The net carrying value of acquired in-place leases was $ 7.7 million and $ 6.1 million as of December 31, 2024 and 2023, respectively, and are included in prepaid expenses and other assets on the Company's consolidated balance sheets.

 The Company periodically assesses the carrying value of its consolidated real estate investments for indicators of impairment. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company's ability to hold and its intent with regard to each asset, and each property's remaining useful life. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property's unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. As of December 31, 2024 and 2023, no properties were classified as held for sale. The Company did no t record an impairment charge on any of its consolidated real estate investments for the years ended December 31, 2024, 2023 and 2022.

 In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Company classifies real estate as "held for sale" when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year. Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

 (e) 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
 F- 22

 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 co-investments in the consolidated statement of income equal to the amount by which the fair value of the co-investment exceeds 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. Asset 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 investments in 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.

 (f) 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 4, Revenues, and Note 10, Lease Agreements - Company as Lessor, 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 is 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 when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.

 (g) 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 consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows ($ in thousands):

 2024
 2023
 2022

 Cash and cash equivalents - unrestricted
 $
 66,795
 $
 391,749
 $
 33,295

 Cash and cash equivalents - restricted
 9,051
 8,585
 9,386

 Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows
 $
 75,846
 $
 $

 F- 23

 (h) Marketable Securities

 The Company reports its available for sale equity securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds and Level 2 for the unsecured debt, as defined by the FASB standard for fair value measurements). As of both December 31, 2024 and 2023, less than $ 0.1 million 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 realized and unrealized gains and losses in equity securities and interest income are included in interest and other income in the consolidated statements of income. There were no other-than-temporary impairment charges for the years ended December 31, 2024, 2023 and 2022.

 As of December 31, 2024 and 2023, equity securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds.

 As of December 31, 2024 and 2023, marketable securities consisted of the following ($ in thousands):

 Amortized
Cost
 Gross
Unrealized
Gain (Loss)
 Carrying
Value

 Equity securities:

 Investment funds - debt securities
 $
 2,645
 $
 ( 67)
 $
 2,578

 Common stock, preferred stock, and stock funds
 49,195
 18,021
 67,216

 Total - Marketable securities
 $
 51,840
 $
 17,954
 $
 69,794

 December 31, 2023

 Amortized
Cost
 Gross
Unrealized Gain (Loss)
 Carrying
Value

 Equity securities:

 Investment funds - debt securities
 $
 26,460
 $
 ( 1,584)
 $
 24,876

 Common stock, preferred stock, and stock funds
 51,328
 11,591
 62,919

 Total - Marketable securities
 $
 77,788
 $
 10,007
 $
 87,795

 (i) Notes Receivable

 Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans. Interest is recognized over the life of the note as interest income.

 Each note is analyzed to determine if it is impaired. A note is impaired if it is probable that the Company will not collect all contractually due principal and interest. The Company does not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest that are not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income.

 In the normal course of business, the Company originates and holds two types of loans: mezzanine loans issued to entities that are pursuing apartment development and short-term bridge loans issued to joint ventures with the Company.

 The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. The Company initially analyzes each mezzanine loan individually to classify the
 F- 24

 credit risk of the loan. On a periodic basis the Company evaluates financial information on the project, its sponsors, and its guarantors and additionally performs site visits of the development projects associated with the mezzanine loans to confirm whether they are on budget and whether there are any delays in development that could impact the Company's assessment of credit loss.

 All bridge loans that the Company issues are, by their nature, short-term and meant only to provide time for the Company's joint ventures to obtain long-term funding for newly acquired communities. As the Company is a partner in the joint ventures that are borrowing such funds and has performed a detailed review of each community as part of the acquisition process, there is little to no credit risk associated with such loans. As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis.

 The Company estimates the allowance for credit losses for each loan type using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses.

 Adjustments to historical loss information are made, if necessary, for differences in current loan-specific risk characteristics. For example, in the case of mezzanine loans, adjustments may be made due to differences in track record and experience of the mezzanine loan sponsor as well as the percent of equity that the sponsor has contributed to the project.

 (j) Capitalization Policy

 The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management's estimates of the direct and incremental personnel costs and indirect project costs associated with the Company's development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $ 20.2 million, $ 19.5 million and $ 20.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company capitalizes leasing costs associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized are immaterial for all periods presented.

 (k) Fair Value of Financial Instruments

 The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB's accounting standard for fair value measurements. Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities. The Company uses Level 2 inputs for its notes receivable, notes payable, and derivative balances. These inputs include interest rates for similar financial instruments. The Company's valuation methodology for derivatives is described in Note 9, Derivative Instruments and Hedging Activities. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 Management estimates that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2024 and 2023, 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 with a carrying value of $ 5.8 billion and $ 5.7 billion as of December 31, 2024 and 2023, respectively, was approximately $ 5.5 billion and $ 5.3 billion, respectively. Management has estimated that the fair value of the Company's $ 752.3 million and $ 520.0 million of variable rate debt as of December 31, 2024 and 2023, respectively, was approximately $ 749.4 million and $ 519.0 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,
 F- 25

 construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2024 and 2023 due to the short-term maturity of these instruments. Marketable securities are carried at fair value as of December 31, 2024 and 2023.

 (l) Interest Rate Protection, Swap, and Forward Contracts

 The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage interest rate risks. 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.

 The Company records all derivatives on its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

 For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction.

 For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings. The Company's interest rate swap is considered a cash flow hedge.

 (m) Income Taxes

 Generally in any year in which Essex qualifies as a real estate investment trust ("REIT") under the Internal Revenue Code (the "IRC"), it is not subject to federal income tax on that portion of its income that it distributes to stockholders. No provision for federal income taxes, other than with respect to the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2024 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax.

 In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. A domestic taxable REIT subsidiary is subject to federal income tax as a regular C corporation. The taxable REIT subsidiaries are consolidated by the Company for financial reporting purposes. In general, the activities and tax related provisions, assets and liabilities are not material.

 As a partnership, the Operating Partnership is not subject to federal or state income taxes, except that in order to maintain Essex's compliance with REIT tax rules that are applicable to Essex, the Operating Partnership utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Operating Partnership for financial reporting purposes.

 F- 26

 Cash dividends distributed for the years ended December 31, 2024, 2023 and 2022 related to common stock were classified for federal income tax purposes as follows:

 2024
 2023
 2022

 Common Stock

 Ordinary income
 98.19
 %
 88.46
 %
 80.17
 %

 Capital gain
 1.81
 %
 8.32
 %
 16.78
 %

 Unrecaptured section 1250 capital gain
 —
 %
 3.22
 %
 3.05
 %

 %
 %
 %

 (n) Equity-based Compensation

 The cost of share- and unit-based compensation awards is measured at the grant date based on the estimated fair value of the awards. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. The estimated grant date fair values of the long-term incentive plan units (discussed in Note 14, Equity Based Compensation Plans) are being amortized over the expected service periods.

 (o) Changes in Accumulated Other Comprehensive Income, Net by Component

 Change in fair
value and
amortization
of swap settlements

 Balance at December 31, 2023
 $
 33,556

 Other comprehensive loss before reclassification
 ( 8,955)

 Amounts reclassified from accumulated other comprehensive loss

 Other comprehensive loss
 ( 8,901)

 Balance at December 31, 2024
 $
 24,655

 Change in fair
value and
amortization
of swap settlements

 Balance at December 31, 2023
 $
 38,646

 Other comprehensive loss before reclassification
 ( 9,273)

 Amounts reclassified from accumulated other comprehensive loss

 Other comprehensive loss

 Balance at December 31, 2024
 $
 29,429

 Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense in the consolidated statements of income.

 (p) Redeemable Noncontrolling Interest

 The carrying value of redeemable noncontrolling interest in the accompanying consolidated balance sheets was $ 30.8 million and $ 32.2 million as of December 31, 2024 and 2023, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.
 F- 27

 The changes in the redemption value of redeemable noncontrolling interest for the years ended December 31, 2024, 2023 and 2022 were as follows:

 2024
 2023
 2022

 Balance at January 1,
 $
 32,205
 $
 27,150
 $
 34,666

 Reclassifications due to change in redemption value and other
 ( 835)
 5,055
 ( 7,038)

 Redemptions
 ( 521)
 —
 ( 478)

 Balance at December 31,
 $
 30,849
 $
 32,205
 $
 27,150

 (q) Accounting Estimates

 The preparation of 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 real estate portfolio, its investments in and advances to joint ventures and affiliates, its notes receivable, and its qualification as a 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.

 (r) Variable Interest Entities

 In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and five co-investments as of December 31, 2024. The Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of December 31, 2023. The Company consolidated these entities because it was the primary beneficiary. The Company had 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 $ 893.0 million and $ 319.1 million, respectively, as of December 31, 2024, and $ 956.7 million and $ 324.5 million, respectively, as of December 31, 2023. Noncontrolling interests in these entities were $ 105.1 million and $ 121.1 million as of December 31, 2024 and 2023, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE.

 The DownREIT VIEs collectively own nine apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests. Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis. Conversion values will be based on the market value of the Company's common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above. The other limited partners or members receive distributions based on the Company's current dividend rate multiplied by the number of units held. Total DownREIT units outstanding were 914,505 and 936,343 as of December 31, 2024 and 2023, respectively, and the redemption value of the units, based on the closing price of the Company's common stock totaled $ 261.0 million and $ 232.2 million, as of December 31, 2024 and 2023, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $ 30.8 million and $ 32.2 million as of December 31, 2024 and 2023, respectively. Of these amounts, $ 9.0 million and $ 12.1 million as of December 31, 2024 and 2023, respectively, represent units of limited partners' or members' interests in DownREIT VIEs as to which it is outside of the Company's control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or historical cost, depending on the limited partner's or members' right to redeem their units as of the balance sheet date. The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $ 96.9 million and $ 97.0 million as of December 31, 2024 and 2023, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.

 Interest holders in VIEs consolidated by the Company are allocated a priority of net income equal to the cash payments made to those interest holders or distributions from cash flow. The remaining results of operations are generally allocated to the Company.

 F- 28

 As of December 31, 2024 and 2023, 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.

 (s) Government Assistance

 The Employee Retention Credit, as originally enacted by the Coronavirus Aid, Relief and Economic Security Act in March 2020, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before January 1, 2021. The purpose of the Employee Retention Credit was to encourage employers to keep employees on their payroll, even if they were not working during the covered period because of the effects of the COVID-19 pandemic. In December 2020, the Employee Retention Credit was amended and extended by the Taxpayer Certainty and Disaster Tax Relief Act in which eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021. The Company adopted a policy to recognize a receivable when earned and to offset the credit against related expenses. Accordingly, the Company recorded no Employee Retention Credit for the years ended December 31, 2024 and 2023, and $ 4.1 million for the year ended December 31, 2022, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of income.

 (t) Gain Contingencies

 Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain. Gain contingencies are typically not recognized in the financial statements until all uncertainties related to the contingency have been resolved. In the case of legal settlements, the Company determines that all uncertainties have been resolved when cash or other consideration has been received by the Company. Gain contingencies resulting from legal settlements of $ 42.5 million, $ 7.7 million and $ 4.2 million were recognized for the years ended December 31, 2024, 2023 and 2022 respectively, and are included in interest and other income in the consolidated statements of income.

 (3) Real Estate Investments

 (a) Acquisitions of Real Estate Interests

 The table below summarizes acquisition activity for the year ended December 31, 2024 ($ in millions):

 Property Name
 Essex Ownership Percentage
 Contract Price at Pro Rata Share

 BEXAEW Portfolio
 CA and WA
 1,480
 100 %
 $
 252.0
 (1)

 Maxwell Sunnyvale
 CA
 100 %
 46.6
 (2)

 ARLO Mountain View
 CA
 100 %
 101.1

 Patina at Midtown
 CA
 100 %
 58.4
 (3)

 Century Towers
 CA
 100 %
 86.8
 (4)

 BEX II Portfolio
 CA
 100 %
 168.4
 (5)

 Beaumont
 WA
 100 %
 136.1

 Total acquisitions
 3,579

 $
 849.4

 (1)In March 2024, the Company acquired its joint venture partner's 49.9 % interest in the BEXAEW portfolio comprised of four communities for a total contract price of $ 505.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $ 219.9 million of debt. The Company recorded $ 138.3 million as a gain on remeasurement of co-investments and $ 1.5 million promote income from co-investments in the consolidated statements of income.
 F- 29

 (2)In April 2024, the Company accepted the third-party sponsor's common equity interest affiliated with its $ 14.7 million preferred equity investment. The community was consolidated on the Company's financial statements at a $ 46.6 million valuation.
 (3)In July 2024, the Company acquired its joint venture partner's 49.9 % common equity interest in Patina at Midtown for a total purchase price of $ 117.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $ 95.0 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded $ 2.2 million as a gain on remeasurement of co-investments in the consolidated statements of income.
 (4)In September 2024, the Company acquired its joint venture partner's 50 % common equity interest in Century Towers for a total purchase price of $ 173.5 million on a gross basis. As part of the acquisition, the Company issued 81,737 OP Units at an agreed upon price of $ 305 per unit. Concurrent with the acquisition, the Company repaid $ 110.5 million of debt and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded $ 29.4 million as a gain on remeasurement of co-investments in the consolidated statements of income.
 (5) In October 2024, the Company acquired its joint venture partner's 49.9 % interest in the BEX II portfolio, comprised of four communities for a total contract price of $ 337.5 million on a gross basis. Concurrent with the acquisition, the Company assumed $ 95.0 million of debt. The Company recorded $ 40.6 million as a gain on remeasurement of co-investments in the consolidated statements of income.

 The consolidated fair value of the acquisitions listed above was included on the Company's consolidated balance sheets as follows: $ 231.6 million addition to land and land improvements, $ 1,178.0 million was included in buildings and improvements, $ 9.0 million addition to prepaid expenses and other assets, $ 26.3 million addition to real estate under development, and $ 106.0 million addition to mortgage notes payable. The fair value upon the acquisition of a controlling interest of a co-investment was determined using Level 2 inputs.

 For the year ended December 31, 2023, the Company acquired an apartment community, Hacienda at Camarillo Oaks, consisting of 73 apartment homes for a total purchase price of $ 23.1 million. The consolidated fair value of the acquisition was included on the Company's consolidated balance sheet as follows: $ 5.5 million addition to land and land improvements, $ 18.0 million addition to buildings and improvements, and a $ 0.1 million addition to prepaid expenses and other assets.

 (b) Dispositions of Real Estate Interests

 The table below summarizes the disposition activity for the year ended December 31, 2024 ($ in millions):

 Property Name
 Sale Price at Pro Rata Share

 Hillsdale Garden
 CA
 $
 205.7
 (1)

 Total dispositions
 $
 205.7

 (1) In October 2024, the Company sold its 81.5 % interest in a consolidated co-investment, Hillsdale Garden, a 697 -unit apartment home community, for a contract price of $ 252.4 million on a gross basis ($ 205.7 million at pro rata), resulting in a $ 175.6 million gain on sale of real estate and land in the consolidated statements of income.

 For the year ended December 31, 2023, the Company sold an apartment community consisting of 239 apartment homes for $ 91.7 million, resulting in a gain on sale of $ 54.5 million. Additionally the Company sold land that had been held for future development, for $ 8.7 million and recognized a gain on sale of $ 4.7 million.

 For the year ended December 31, 2022, the Company sold an apartment community consisting of 250 apartment homes for $ 160.0 million, resulting in a gain on sale of $ 94.4 million.

 F- 30

 (c) 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 communities. Additionally, the Company has invested in five technology co-investments and as of December 31, 2024, the co-investment balance of these investments was $ 57.3 million and the aggregate commitment was $ 86.0 million.

 As of December 31, 2023, the Company had five technology co-investments and the co-investment balance of these investments was $ 44.2 million and the aggregate commitment was $ 86.0 million.

 The carrying values of the Company's co-investments as of December 31, 2024 and 2023 was as follows ($ in thousands, except in parenthetical):
 Weighted Average Essex Ownership Percentage (1)

 2024
 2023

 Ownership interest in:

 Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2)

 54 %
 $
 147,232
 $
 144,766

 BEXAEW (3), BEX II (4), BEX IV and 500 Folsom

 50 %
 146,142
 224,119

 Other (5) (6)

 53 %
 86,089
 68,493

 Total operating and other co-investments, net
 379,463
 437,378

 Total development co-investments
 — %
 —
 14,605

 Total preferred equity co-investments (includes related party investments of $ 48.1 million and $ 42.7 million as of December 31, 2024 and 2023, respectively. See Note 6, Related Party Transactions, for further discussion)

 476,278
 544,262

 Total co-investments, net
 $
 855,741
 $
 996,245

 (1)Weighted average Company ownership percentages are as of December 31, 2024.
 (2)As of December 31, 2024 and 2023, the Company's investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $ 77.2 million and $ 61.8 million, respectively, due to distributions received in excess of the Company's investment.
 (3)In March 2024, the Company acquired BEXAEW's 49.9 % interest in four apartment communities consisting of 1,480 apartment homes.
 (4)In October 2024, the Company acquired BEX II LLC's 49.9 % interest in four communities totaling 871 apartment homes.
 (5)In the third quarter of 2024, the Company acquired its joint venture partner's interest of 49.9 % in Patina at Midtown comprising 269 apartment homes, followed by the acquisition of its joint venture partner's interest of 50 % in Century Towers comprising 376 apartment homes.
 (6)As of December 31, 2024 the Company's investment in Expo was classified as a liability of $ 2.0 million due to distributions received in excess of the Company's investment. As of December 31, 2023 the Company's investments in Expo and Century Towers were classified as a liability of $ 3.7 million due to distributions received in excess of the Company's investment. The weighted average Essex ownership percentage excludes the Company's investments in non-core technology co-investments which are carried at fair value.

 F- 31

 The combined summarized financial information of co-investments was as follows ($ in thousands):

 2024
 2023

 Combined balance sheets: (1)

 Rental properties and real estate under development
 $
 4,094,826
 $
 5,123,164

 Other assets
 277,420
 279,237

 Total assets
 $
 4,372,246
 $
 5,402,401

 Debt
 $
 3,001,303
 $
 3,622,609

 235,111
 317,208

 Equity
 1,135,832
 1,462,584

 Total liabilities and equity
 $
 4,372,246
 $
 5,402,401

 2024
 2023
 2022

 Combined statements of income: (1)

 Property revenues
 $
 390,850
 $
 409,910
 $
 373,074

 Property operating expenses
 ( 154,245)
 ( 158,520)
 ( 140,175)

 Net operating income
 236,605
 251,390
 232,899

 Interest expense
 ( 142,601)
 ( 154,038)
 ( 100,913)

 ( 21,157)
 ( 20,594)
 ( 20,579)

 ( 167,875)
 ( 174,028)
 ( 164,186)

 Net loss
 $
 ( 95,028)
 $
 ( 97,270)
 $
 ( 52,779)

 Company's share of net income (2)

 $
 48,206
 $
 10,561
 $
 26,030

 (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 $ 4.6 million, $ 7.6 million and $ 7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

 Operating Co-investments

 As of December 31, 2024 and 2023, the Company, through several co-investments, owned 7,694 and 10,425 apartment homes, respectively, in operating communities. The Company's book value of these co-investments was $ 379.5 million and $ 437.4 million as of December 31, 2024 and 2023, respectively.

 Predevelopment and Development Co-investments

 As of December 31, 2024 the Company did not have any projects in unconsolidated predevelopment or development communities. As of December 31, 2023, the Company, through its co-investments, owned 264 apartment homes in predevelopment and development communities. The Company's book value of these co-investments was $ 14.6 million as of December 31, 2023.

 Preferred Equity Investments

 As of December 31, 2024 and 2023, the Company held preferred equity investment interests in several joint ventures which own real estate. The Company's book value of these preferred equity investments was $ 476.3 million and $ 544.3 million as of December 31, 2024 and 2023, respectively, and is included in the co-investments line in the accompanying consolidated balance sheets.
 F- 32

 As of December 31, 2024, the Company had 19 preferred equity investments with total commitments of $ 399.4 million, of which $ 364.4 million had been funded, with maturities ranging from January 2025 to September 2032, and a weighted average rate of return on the outstanding balances of 9.0 %.
 The Company recorded a $ 3.7 million and $ 33.7 million impairment loss from unconsolidated co-investments for the years ended December 31, 2024 and 2023, respectively, as a result of an other-than-temporary decrease in the fair value of the underlying real estate investment and is included in the equity income from co-investments line in the accompanying consolidated statements of income. The valuation for the underlying real estate investment was estimated using an income approach valuation technique.
 During 2024, the Company received cash proceeds of $ 58.8 million for the full redemption of two preferred equity investment and partial redemption of one preferred equity investments in joint ventures that hold properties located in Washington and California.
 During 2023, the Company made commitments to fund $ 18.8 million of preferred equity investment in two real estate ventures and received cash proceeds of $ 72.3 million, including an early redemption fee of $ 0.3 million, for the full redemption of two preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.
 During 2022, the Company made commitments to fund $ 84.9 million of preferred equity investment in seven real estate ventures, including one with a related party. See Note 6, Related Party Transactions, for additional details. During 2022, the Company received cash proceeds of $ 132.6 million, including an early redemption fee of $ 0.9 million, for the full redemption of three preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.
 (d) Real Estate under Development
 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. As of December 31, 2024, the Company's development pipeline was comprised of various consolidated predevelopment projects, with total incurred costs of $ 52.7 million.

 (4) Revenues

 Disaggregated Revenue

 The following table presents the Company's revenues disaggregated by revenue source for the periods presented ($ in thousands):

 2024
 2023
 2022

 Rental income
 $
 1,735,411
 $
 1,636,070
 $
 1,573,368

 Other property
 28,774
 22,194
 22,307

 10,265
 11,131
 11,139

 Total revenues
 $
 1,774,450
 $
 1,669,395
 $
 1,606,814

 F- 33

 The following table presents the Company's rental and other property revenues disaggregated by geographic operating segment for the periods presented ($ in thousands):

 2024
 2023
 2022

 $
 744,004
 $
 682,116
 $
 646,252

 677,393
 642,658
 615,677

 295,002
 282,092
 271,248

 Other real estate assets (1)

 47,786
 51,398
 62,498

 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):

 2024
 2023
 2022

 Same-property (1)

 $
 1,636,531
 $
 1,585,007
 $
 1,513,864

 Acquisitions (2)

 58,158
 1,037
 —

 Redevelopment
 6,519
 6,232
 5,765

 Non-residential/other, net (3)

 62,998
 68,531
 81,604

 Straight line rent concession (4)

 ( 21)
 ( 2,543)
 ( 5,558)

 Total rental and other property revenues
 $
 $
 $

 (1)Properties that have comparable stabilized results as of January 1, 2023 and are consolidated by the Company for the years ended December 31, 2024, 2023 and 2022. A community is considered to have reached stabilized operations once it achieves an initial occupancy of 90 %.
 (2)Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2023.
 (3)Non-residential/other, net consists of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, student housing, properties undergoing significant construction activities that do not meet our redevelopment criteria, and two communities located in the California counties of Santa Barbara, and Santa Cruz, which the Company does not consider its core markets.
 (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 $ 0.3 million and $ 1.0 million as of December 31, 2024 and 2023, respectively, and was included in accounts payable and accrued liabilities within the consolidated balance sheets. The amount of revenue recognized for the year ended December 31, 2024 that was included in the December 31, 2023 deferred revenue balance was $ 0.7 million, which was included in rental and other property revenue within the 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 new revenue recognition accounting standard. As of December 31, 2024, the Company had $ 0.3 million of remaining performance obligations. The Company expects to recognize approximately 36 % of these remaining performance obligations in 2025 and the remaining 64 % through 2027.
 F- 34

 Practical Expedients

 The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

 (5) Notes and Other Receivables

 Notes and other receivables consisted of the following as of December 31, 2024 and 2023 ($ in thousands):

 2024
 2023

 Note receivable, secured, bearing interest at 11.50 %, due November 2024 (Originated November 2020)

 $
 —
 $
 37,582

 Note receivable, secured, bearing interest at 9.00 %, due October 2026 (Originated October 2021)

 60,538
 50,146

 Note receivable, secured, bearing interest at 12.00 %, due January 2025 (Originated August 2022)

 3,167
 11,743

 Note receivable, secured, bearing interest at 11.25 %, due October 2027 (Originated October 2022)

 39,187
 34,929

 Receivable from preferred equity investment sponsor (1)

 72,002
 —

 Other receivables from affiliates
 5,646
 6,111

 Straight line rent receivables (2)

 9,235
 9,353

 Other receivables
 17,460
 25,444

 Allowance for credit losses
 ( 529)
 ( 687)

 Total notes and other receivables

 $
 206,706
 $
 174,621

 (1) In the fourth quarter of 2024, the Company repaid a $ 72.0 million senior mortgage associated with a preferred equity investment in a stabilized apartment home community located in Oakland, CA and concurrently recorded a receivable from the sponsor of the investment, for which the Company did not accrue interest on. The Company subsequently issued a default notice and assumed full managerial control in January 2025. See Note 18, Subsequent Events, for additional details.
 (2) These amounts are receivables from lease concessions recorded on a straight-line basis for the Company's operating properties.

 The following table presents the activity in the allowance for credit losses for notes receivable, secured for the periods presented ($ in thousands):
 Mezzanine Loans
 Bridge Loans
 Total

 Balance as of December 31, 2021
 $
 $
 $

 ( 337)
 ( 85)
 ( 422)

 Balance as of December 31, 2022
 $
 $
 —
 $

 —

 Balance as of December 31, 2023
 $
 $
 —
 $

 ( 158)
 —
 ( 158)

 Balance as of December 31, 2024
 $
 $
 —
 $

 F- 35

 (6) Related Party Transactions

 The Company has adopted written related party transaction guidelines that are intended to cover transactions in which the Company (including entities it controls) is a party and in which any "related person" has a direct or indirect interest. A "related person" means any person who is or was (since the beginning of the last fiscal year) a Company director, director nominee, or executive officer, any beneficial owner of more than 5% of the Company's outstanding common stock, and any immediate family member of any of the foregoing persons. A related person may be considered to have an indirect interest in a transaction if he or she (i) is an owner, director, officer or employee of or otherwise associated with another company that is engaging in a transaction with the Company, or (ii) otherwise, through one or more entities or arrangements, has an indirect financial interest in or personal benefit from the transaction.

 The related person transaction review and approval process is intended to determine, among any other relevant issues, the dollar amount involved in the transaction; the nature and value of any related person's direct or indirect interest (if any) in the transaction; and whether or not (i) a related person's interest is material, (ii) the transaction is fair, reasonable, and serves the best interest of the Company and its shareholders, and (iii) whether the transaction or relationship should be entered into, continued or ended.

 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 years ended December 31, 2024, 2023 and 2022, the Company did not pay brokerage commissions related to real estate transactions to MMI and its affiliates.

 The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $ 11.1 million, $ 12.7 million, and $ 14.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $ 0.8 million, $ 1.8 million, and $ 3.0 million against general and administrative expenses for the years ended December 31, 2024, 2023 and 2022, respectively.

 As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of December 31, 2024 and 2023, $ 5.6 million and $ 6.1 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the consolidated balance sheets.

 In April 2024, the Company funded a $ 53.6 million related party bridge loan to BEX II in connection with the payoff of a mortgage associated with one of BEX II's properties located in Southern California. The note receivable accrued interest at SOFR plus 1.50 % and was scheduled to mature in September 2024. In September 2024, the maturity date of the loan was extended to October 2024 and settled following the purchase of the BEX II portfolio in October 2024.

 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 February 2022, the Company provided a $ 32.8 million related party bridge loan to BEX II in connection with the payoff of a debt related to one of its properties located in Southern California. The note receivable was scheduled to mature in March 2022, but was subsequently paid off in April 2022.

 In January 2022, the Company provided a $ 100.7 million related party bridge loan to Wesco VI in connection with the acquisition of Vela. The note receivable accrued interest at 2.64 % and was scheduled to mature in February 2022, but was paid off in January 2022. Additionally, the Company received cash of $ 121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI as detailed below.

 In November 2021, the Company provided a $ 48.4 million related party bridge loan in connection with the purchase of an interest in a single asset entity owning an apartment home community in Vista, CA. The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022 but was paid off in January 2022.

 F- 36

 In November 2021, the Company provided a $ 61.9 million related party bridge loan to Wesco VI in connection with the acquisition of The Rexford. The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022, but was paid off in January 2022.

 In October 2021, the Company provided a $ 30.3 million related party bridge loan to Wesco VI in connection with the acquisition of Monterra in Mill Creek. The note receivable accrued interest at 2.30 % and was scheduled to mature in April 2022, but was paid off in January 2022.

 In September 2021, the Company provided a $ 29.2 million related party bridge loan to Wesco VI in connection with the acquisition of Martha Lake Apartments. The note receivable accrued interest at 2.15 % and was scheduled to mature in December 2021. In December 2021, the maturity date of the note receivable was extended to March 2022, and in January 2022, the note receivable was paid off.

 In February 2019, the Company funded a $ 24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA. The investment initially accrued interest based on an 11.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project. The investment was scheduled to mature in February 2024, but was paid off in December 2023.

 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 the partial redemption of this preferred equity 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 December 31, 2024, $ 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) Unsecured 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.

 F- 37

 Unsecured debt consisted of the following as of December 31, 2024 and 2023 ($ in thousands):
 Weighted Average Maturity
In Years as of December 31, 2024

 2024
 2023

 Term loan - variable rate, net (1)

 $
 298,571
 $
 298,552
 2.8

 Bonds public offering - fixed rate, net
 5,175,217
 5,019,979
 7.0

 Unsecured debt, net (2)

 5,473,788
 5,318,531

 Lines of credit (3)

 137,945
 —
 N/A

 Total unsecured debt
 $
 5,611,733
 $
 5,318,531

 Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering
 3.4
 %
 3.3
 %

 Weighted average interest rate on variable rate term loan
 4.2
 %
 4.2
 %

 Weighted average interest rate on lines of credit
 5.7
 %
 6.3
 %

 (1)In October 2022, the Operating Partnership obtained a $ 300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85 % with an original maturity date of October 2024 with three 12-month extension options, exercisable at the Company's option. In September 2024, the Company exercised its first option, extending the maturity date to October 2025. This loan has been swapped to an all-in fixed rate of 4.2 % and the swap has a termination date of October 2026. In April 2023, the Company drew down the $ 300.0 million unsecured term loan and in May 2023 used the proceeds to repay the Company's $ 300.0 million unsecured notes due in May 2023.
 (2)Includes unamortized premiums, net of discounts, of $ 0.1 million and unamortized discounts, net of premiums, of $ 6.1 million and unamortized debt issuance costs of $ 26.3 million and $ 25.3 million as of December 31, 2024 and 2023, respectively.
 (3)Lines of credit, related to the Company's two lines of unsecured credit aggregating $ 1.28 billion, excludes unamortized debt issuance costs of $ 6.2 million and $ 3.8 million as of December 31, 2024 and 2023, respectively. These debt issuance costs are included in prepaid expenses and other assets in the consolidated balance sheets. As of December 31, 2024, the Company's $ 1.2 billion credit facility had an interest rate at the Adjusted SOFR plus 0.765 %, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature, and a scheduled maturity of January 2029 with two six-month extension options, exercisable at the Company's option. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029. As of December 31, 2024, the Company's $ 75.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.765 %, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature. Prior to its maturity in July 2024 the line of credit facility was amended such that the line's capacity was increased from $ 35.0 million to $ 75.0 million and the scheduled maturity date was extended to July 2026.

 In March 2024, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500 % per annum (the "2034 Notes"), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752 % of the principal amount. In May 2024, the Company repaid its $ 400.0 million unsecured notes, due May 1, 2024, at maturity. In August 2024, the Operating Partnership issued an additional $ 200.0 million of the 2034 Notes at a price of 102.871 % of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110 % per annum. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2034 Notes, net of discount and debt issuance costs, was $ 549.8 million and zero, respectively.

 In June 2021, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550 % per annum (the "June 2031 Notes"), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021. The June 2031 Notes were offered to investors at a price of 99.367 % of par value. The June 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net
 F- 38

 proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $ 300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375 % senior unsecured notes due January 2023, and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the June 2031 Notes, net of discount and debt issuance costs, was $ 297.1 million and $ 296.7 million, respectively.

 In March 2021, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700 % per annum (the "2028 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021. The 2028 Notes were offered to investors at a price of 99.423 % of par value. The 2028 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $ 447.2 million and $ 446.3 million, respectively.

 In February 2020, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650 % (the "2032 Notes"), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020. The 2032 Notes were offered to investors at a price of 99.628 % of par value. The 2032 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB's 45.0 % joint venture interests, as well as repay $ 100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $ 150.0 million of the 2032 Notes at a price of 105.660 % of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093 %. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company's unsecured credit facilities and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2032 Notes, net of premiums and debt issuance costs, was $ 650.6 million and $ 650.7 million respectively.

 In August 2020, the Operating Partnership issued $ 600.0 million of senior unsecured notes, consisting of $ 300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650 % (the "January 2031 Notes") and $ 300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650 % (the "2050 Notes" and together with the January 2031 Notes, the "Notes"). The January 2031 Notes were offered to investors at a price of 99.035 % of par value and the 2050 Notes at 99.691 % of par value. Interest is payable on the January 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021. The Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $ 300.0 million aggregate principal amount of its outstanding 3.625 % senior unsecured notes due August 2022, and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, the carrying value of the January 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $ 296.7 million and $ 296.1 million, respectively as of December 31, 2024, and $ 296.1 million and $ 296.0 million, respectively as of December 31, 2023.

 In August 2019, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000 % per annum (the "2030 Notes"), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020. The 2030 Notes were offered to investors at a price of 98.632 % of the principal amount thereof. The 2030 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In October 2019, the Operating Partnership issued an additional $ 150.0 million of the 2030 notes at a price of 101.685 % of the principal amount thereof. These additional notes have substantially identical terms as the 2030 Notes issued in August 2019. The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness
 F- 39

 under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $ 546.2 million and $ 545.5 million, respectively.

 In February 2019, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000 % per annum (the "2029 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188 % of the principal amount thereof. The 2029 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In March 2019, the Operating Partnership issued an additional $ 150.0 million of the 2029 Notes at a price of 100.717 % of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024, and 2023, the carrying value of the 2029 Notes, net of discount and debt issuance costs was $ 497.3 million and $ 496.7 million, respectively.

 In March 2018, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500 % per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the "2048 Notes"). The 2048 Notes were offered to investors at a price of 99.591 % of par value. The 2048 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2048 Notes, net of discount and debt issuance costs was $ 296.4 million and $ 296.2 million, respectively.

 In April 2017, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625 % per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the "2027 Notes"). The 2027 Notes were offered to investors at a price of 99.423 % of par value. The 2027 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2027 Notes, net of discount and debt issuance costs was $ 348.8 million and $ 348.3 million, respectively.

 In April 2016, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375 % per annum and are payable on April 15 and October 15 of each year, beginning October 15, 2016 (the "2026 Notes"). The 2026 Notes were offered to investors at a price of 99.386 % of par value. The 2026 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $ 449.1 million and $ 448.4 million, respectively.

 In March 2015, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5 % per annum and are payable on April 1 and October 1 of each year, beginning October 1, 2015 (the "2025 Notes"). The 2025 Notes were offered to investors at a price of 99.747 % of par value. The 2025 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2024 and 2023, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $ 499.9 million and $ 499.3 million, respectively.

 In April 2014, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875 % per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2014 (the "2024 Notes"). The 2024 Notes were offered to investors at a price of 99.234 % of par value. The 2024 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are
 F- 40

 included in the line "Bonds public offering-fixed rate" in the table above. These notes were paid off at maturity, and as of December 31, 2024, had no amount outstanding. As of December 31, 2023, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $ 399.8 million.

 In April 2013, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on May 1, 2023 with a coupon rate of 3.25 % per annum and were payable on May 1 and November 1 of each year, beginning November 1, 2013 (the "2023 Notes"). The 2023 Notes were offered to investors at a price of 99.152 % of par value. The 2023 Notes were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above. These notes were paid off at maturity, and had no amount outstanding as of December 31, 2024 and 2023, respectively.

 The following is a summary of the Company's senior unsecured notes as of December 31, 2024 and 2023 ($ in thousands):

 Maturity
 2024
 2023
 Coupon
Rate

 May 2024
 $
 —
 $
 400,000
 3.875 %

 April 2025
 3.500 %

 April 2026
 3.375 %

 May 2027
 350,000
 350,000
 3.625 %

 March 2028
 1.700 %

 March 2029
 4.000 %

 January 2030
 550,000
 550,000
 3.000 %

 January 2031
 1.650 %

 June 2031
 2.550 %

 March 2032
 650,000
 650,000
 2.650 %

 April 2034
 550,000
 —
 5.500 %

 March 2048
 4.500 %

 September 2050
 2.650 %

 $
 5,200,000
 $
 5,050,000

 The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit, as of December 31, 2024 were as follows ($ in thousands):
 2025
 $

 2026

 2027
 650,000

 2028

 2029

 2,950,000

 $
 5,500,000

 As of December 31, 2024, the Company had two unsecured lines of credit aggregating $ 1.28 billion, including a $ 1.2 billion unsecured line of credit and a $ 75.0 million working capital unsecured line of credit.

 As of December 31, 2024 and 2023, there was $ 75.0 million and no amount outstanding on the $ 1.2 billion unsecured line of credit, respectively. As of December 31, 2024 this credit facility had a scheduled maturity date of January 2029 with two six-month extension options, exercisable at the Company's option. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029. The underlying interest rate on the line is based on a tiered rate structure tied to the
 F- 41

 Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature, and is at the Adjusted SOFR plus 0.765 %.

 As of December 31, 2024 and 2023, there was $ 62.9 million and no amount outstanding on the Company's $ 75.0 million working capital unsecured line of credit, respectively. As of December 31, 2024, the line of credit facility had a scheduled maturity date of July 2026. Prior to its maturity in July 2024 the line of credit facility was amended such that the line's capacity was increased from $ 35.0 million to $ 75.0 million and the scheduled maturity date was extended to July 2026. The underlying interest rate on this line is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the facility's sustainability metric adjustment feature, and is at the Adjusted SOFR plus 0.765 %.

 The Company's unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the debt covenants as of December 31, 2024 and 2023.

 (8) Mortgage Notes Payable

 Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consisted of the following as of December 31, 2024 and 2023 ($ in thousands):

 2024
 2023

 Fixed rate mortgage notes payable
 $
 674,092
 $
 665,711

 Variable rate mortgage notes payable (1)

 315,792
 221,493

 Total mortgage notes payable (2)

 $
 989,884
 $
 887,204

 Number of properties securing mortgage notes

 Remaining terms
 1 - 22 years

 1 - 23 years

 Weighted average interest rate
 4.2
 %
 4.3
 %

 The aggregate scheduled principal payments of mortgage notes payable as of December 31, 2024 were as follows ($ in thousands):
 2025
 $
 144,054

 2026
 194,405

 2027
 153,955

 2028
 68,332

 2029
 1,456

 430,481

 $
 992,683

 (1)Variable rate mortgage notes payable, including $ 220.8 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 4.2 % as of December 2024 and 4.6 % as of December 2023) including credit enhancement and underwriting fees. Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20 % of the apartment homes are subject to tenant income criteria. Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria. Principal balances are due in full at various maturity dates from April 2026 through December 2046. The Company had no interest rate cap agreements as of December 31, 2024 and 2023, respectively.
 (2)In October 2024, the Company assumed $ 95.0 million of variable rate secured loans as part of its acquisition of its joint venture partner's interests in the BEX II portfolio. Includes total unamortized discount, net of premiums, of $ 0.2 million and total unamortized premiums, net of discount, of $ 0.5 million and reduced by unamortized debt issuance costs of $ 2.6 million and $ 3.1 million as of December 31, 2024 and 2023, respectively.

 F- 42

 For the Company's mortgage notes payable as of December 31, 2024, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $ 3.5 million and $ 0.3 million, respectively. Repayment of debt before the scheduled maturity date could result in prepayment penalties. The prepayment penalty on the majority of the Company's mortgage notes payable are computed by the greater of (a) 1 % of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S. treasury security which generally has an equivalent remaining term as the mortgage note.

 (9) Derivative Instruments and Hedging Activities

 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.

 In October 2024, the Company acquired its joint venture partner's interest in the BEX II portfolio and assumed $ 95.0 million of variable rate mortgage notes payable with one interest rate swap that effectively converts $ 47.5 million to an all-in fixed rate of 2.83 %. This variable rate mortgage notes payable matures in April 2026 with one 12-month extension option, exercisable at the Company's option and the swap has a termination date of March 2026. This derivative qualifies for hedge accounting.

 In September 2022, the Company entered into one forward starting interest rate swap, with settlement payments commencing in May 2023, related to the $ 300.0 million unsecured term loan entered into in October 2022. In April 2023, the Company drew down the $ 300.0 million term loan priced at Adjusted SOFR plus 0.85 %, which has been swapped to an all-in fixed rate of 4.2 %. The term loan matures in October 2025 with two 12-month extension options, each exercisable at the Company's option and the swap has a termination date of October 2026. This derivative qualifies for hedge accounting. As of December 31, 2024 and 2023, the Company had an outstanding balance on the unsecured term loan of $ 300.0 million.

 As of December 31, 2024 and 2023, the aggregate carrying value of the interest rate swap contracts was an asset of $ 5.5 million and $ 4.3 million, respectively, included in prepaid expenses and other assets in the consolidated balance sheets.

 The Company has four total return swap contracts, with an aggregate notional amount of $ 220.8 million that effectively convert mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index ("SIFMA") plus a spread. The Company can currently settle all four total return swaps with $ 220.8 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2024 and 2023, respectively. The Company's total return swaps are scheduled to mature between December 2027 and December 2034. Realized gains of $ 3.1 million, $ 3.1 million, and $ 7.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, were reported in the consolidated statements of income as total return swap income.

 (10) Lease Agreements - Company as Lessor

 As of December 31, 2024, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, two commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases.

 Although the majority of the Company's apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.

 F- 43

 At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the offered rate or gives notice not to renew, the lease will be automatically renewed for a successive, like term up to a maximum of 12 months. Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space or a lease-break fee specified in the lease agreement. Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term. The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal. Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space.

 The Company's apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.

 A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2024 is summarized as follows ($ in thousands):

 Future Minimum Rent

 2025
 $
 853,544

 2026
 26,058

 2027
 16,788

 2028
 14,623

 2029
 11,766

 15,826

 $
 938,605

 The Company accounts for operating lease (e.g., fixed payments including rent) and non-lease components (e.g., utility reimbursements and common-area maintenance costs) as a single combined lease component under ASC 842 "Leases" as the lease components are the predominant elements of the combined components.

 (11) Lease Agreements - Company as Lessee

 As of December 31, 2024, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties, and equipment. The Company has four office leases with lease expiration dates ranging from 2025 to 2026, and seven ground leases and the parking lease with lease expiration dates ranging from to 2027 to 2083. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.

 A majority of the Company's ground leases and the parking lease are subject to changes in the Consumer Price Index ("CPI"). Furthermore, certain of the Company's ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

 The Company's lease agreements do not contain any residual value guarantees or restrictive covenants.

 Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 As of December 31, 2024 and 2023, the Company had no material finance leases.
 F- 44

 Supplemental consolidated balance sheet information related to leases as of December 31, 2024 and 2023 was as follows ($ in thousands):

 2024
 2023

 Assets

 Operating lease right-of-use assets
 $
 $

 Total leased assets
 $
 $

 Liabilities

 Operating lease liabilities
 $
 $
 65,091

 Total lease liabilities
 $
 $
 65,091

 The components of lease expense for the years ended December 31, 2024, 2023 and 2022 were as follows ($ in thousands):

 2024
 2023
 2022

 Operating lease cost
 $
 6,480
 $
 6,789
 $
 6,697

 Variable lease cost
 1,980
 1,961
 1,750

 Short-term lease cost

 Sublease income
 ( 560)
 ( 500)
 ( 418)

 Total lease cost
 $
 8,083
 $
 8,436
 $
 8,233

 A maturity analysis of lease liabilities as of December 31, 2024 is as follows ($ in thousands):
 Operating Leases

 2025
 $
 6,408

 2026
 4,556

 2027
 2,942

 2028
 2,623

 2029
 2,609

 105,932

 Total lease payments
 $
 125,070

 Less: Imputed interest
 ( 72,597)

 Present value of lease liabilities
 $

 Lease term and discount rate information for leases as of December 31, 2024 and 2023 was as follows:

 2024
 2023

 Weighted-average of remaining lease terms (years)

 Operating Leases

 Weighted-average of discount rates

 Operating Leases
 5.04
 %
 5.03
 %

 F- 45

 Practical Expedients

 Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

 The Company has elected to account for lease components (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component as the lease components are the predominant elements of the combined components.

 (12) Equity Transactions

 At-the-market Equity Program

 In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may, at its discretion, offer and sell shares of its common stock having an aggregate gross sales price of up to $ 900.0 million (the "2024 ATM Program"). The Company may also enter into forward sales agreements of its common stock, set the price, and defer receipt of proceeds until a later date. The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the "2021 ATM Program"), which was terminated upon the establishment of the 2024 ATM Program.
 For the years ended December 31, 2024 and 2023, the Company did not sell any shares of its common stock through either agreement. As of December 31, 2024 a total of $ 900.0 million of shares remain available to be sold.
 Operating Partnership Units and Long-Term Incentive Plan ("LTIP") Units

 As of December 31, 2024 and 2023, the Operating Partnership had outstanding 2,263,756 and 2,161,175 OP Units respectively. As of December 31, 2024 and 2023 the Operating Partnership had 67,495 and 97,637 vested LTIP units respectively. The Operating Partnership's general partner, Essex, owned 96.5 % and 96.6 % of the partnership interests in the Operating Partnership as of December 31, 2024 and 2023, respectively, and Essex is responsible for the management of the Operating Partnership's business. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner's notice of redemption. Essex has generally acquired OP Units upon a limited partner's notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity.

 LTIP units represent interests in the Operating Partnership for services rendered or to be rendered by the LTIP unitholder in its capacity as a partner, or in anticipation of becoming a partner, in the Operating Partnership. Upon the occurrence of specified events, LTIP units may over time achieve full parity with common units of the Operating Partnership for all purposes. Upon achieving full parity, LTIP units will be exchanged for an equal number of the OP Units.

 The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was $ 665.4 million and $ 560.0 million based on the closing price of Essex's common stock as of December 31, 2024 and 2023, respectively.

 In September 2024, as part of the acquisition of its joint venture partner's 50 % common equity interest in Century Towers, the Company issued 81,737 OP Units at an agreed upon price of $ 305 per unit. See Note 3, Real Estate Investments, for additional details.

 F- 46

 (13) Net Income Per Common Share and Net Income Per Common Unit

 Basic and diluted income per share was calculated as follows ($ in thousands, except share and per share amounts):

 2024
 2023
 2022

 Per
Share
 Per
Share
 Per
Share

 Basic:

 $
 64,228,356
 $
 11.55
 $
 64,252,232
 $
 6.32
 $
 65,079,764
 $
 6.27

 Effect of dilutive securities

 Stock options
 —
 22,878
 —
 1,153
 —
 18,422

 Diluted:

 $
 64,251,234
 $
 11.54
 $
 64,253,385
 $
 6.32
 $
 65,098,186
 $
 6.27

 The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,282,675, 2,261,071 and 2,276,341, which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2024, 2023 and 2022, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $ 26.4 million, $ 14.3 million and $ 14.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

 Stock options of 265,378, 508,276, and 253,845 for the years ended December 31, 2024, 2023 and 2022, 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 years ended and, therefore, were anti-dilutive.

 Basic and diluted income per unit was calculated as follows ($ in thousands, except unit and per unit amounts):

 2024
 2023
 2022

Units
 Per
Unit
Units
 Per
Unit
Units
 Per
Unit

 Basic:

 $
 767,936
 66,511,030
 $
 11.55
 $
 420,109
 66,513,303
 $
 6.32
 $
 422,612
 67,356,105
 $
 6.27

 Effect of dilutive securities

 Stock options
 —
 22,878

 —
 1,153

 —
 18,422

 Diluted:

 $
 767,936
 66,533,908
 $
 11.54
 $
 420,109
 66,514,456
 $
 6.32
 $
 422,612
 67,374,527
 $
 6.27

 F- 47

 Stock options of 265,378, 508,276, and 253,845, for the years ended December 31, 2024, 2023 and 2022, 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 years ended and, therefore, were anti-dilutive.

 (14) Equity Based Compensation Plans

 2018 Plan

 In May 2018, stockholders approved the Company's 2018 Stock Award and Incentive Compensation Plan ("2018 Plan"). The 2018 Plan serves as the successor to the Company's 2013 Stock Incentive Plan (the "2013 Plan") with administration authority granted to the Company's Compensation Committee. The Company's 2018 Plan provides incentives to attract and retain officers, directors and key employees. The 2018 Plan provides for the grant of stock-based awards to employees, directors and consultants of the Company and its affiliates. The aggregate number of shares of common stock available for issuance pursuant to awards granted under the 2018 Plan is 2,000,000 shares, plus the number of shares authorized for grants and available for issuance under the 2013 Plan as of the effective date of the 2018 Plan and the number of shares subject to outstanding awards under the 2013 Plan that are forfeited or otherwise not issued under such awards. No further awards will be granted under the 2013 Plan and the shares that remained available for future issuance under the 2013 Plan as of the effective date of the 2018 Plan will be available for issuance under the 2018 Plan.

 Costs for stock options and restricted stock awards under the fair value method totaled $ 7.7 million, $ 12.1 million, and $ 11.4 million for years ended December 31, 2024, 2023 and 2022, respectively. For each of the years ended December 31, 2023, and 2022 costs included $ 3.5 million related to restricted stock awards for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively. Stock-based compensation expense from stock options and restricted stock awards issued to recipients who are direct and incremental to projects under development were capitalized and totaled $ 0.5 million, $ 0.6 million, and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. The intrinsic value of stock options exercised totaled $ 4.5 million, zero, and $ 7.6 million, for the years ended December 31, 2024, 2023 and 2022 respectively. The intrinsic value of stock options exercisable totaled $ 9.5 million and $ 4.5 million as of December 31, 2024 and 2023, respectively.

 Restricted stock awards

 The Company estimates the fair value of restricted stock awards on the grant date using a Monte Carlo simulation based upon total shareholder return metrics, the trailing 20-day average stock price, dividend yields and expected volatility rates. Stock-based compensation expense for restricted stock awards having performance-based conditions is recognized over the requisite service period when the conditions become probable of achievement. Service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

 The following table summarizes information about the Company's restricted stock awards:

 2024
 2023
 2022

 grant
 date fair value

 grant
 date fair value

 grant
 date fair value

 Unvested at beginning of year
 101,701
 $
 197.22
 182,915
 $
 222.90
 159,401
 $
 251.03

 Granted
 52,300
 212.02
 2,315
 220.40
 72,838
 215.73

 Vested
 ( 24,002)
 187.32
 ( 37,075)
 247.07
 ( 44,945)
 306.25

 Forfeited and canceled
 ( 28,070)
 182.25
 ( 46,454)
 259.71
 ( 4,379)
 272.12

 Unvested at end of year
 101,929
 $
 211.27
 101,701
 $
 197.22
 182,915
 $
 222.90

 F- 48

 The unrecognized compensation cost related to unvested restricted stock totaled $ 10.2 million as of December 31, 2024 and is expected to be recognized over a period of 1.9 years.

 Stock option awards

 The Company estimates the fair value of stock option grants on the date of grant using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. Stock options are granted with an exercise price not less than 100 % of the estimated fair value of the shares on the date of grant and generally have a contractual life of 10 years. Awards subject to service-based conditions include vesting periods of three years or less and are forfeit if required conditions are not met.

 Total unrecognized compensation cost related to unvested stock options totaled $ 0.4 million as of December 31, 2024 and the unrecognized compensation cost is expected to be recognized over a period of 0.9 years.

 The average fair value of stock options granted for the years ended December 31, 2023 and 2022 was $ 21.24 and $ 23.39, respectively. No stock options were granted during the year ended December 31, 2024. Stock options granted in 2023 and 2022 include a $ 100 cap on the appreciation of the market price over the exercise price. Stock options have the following weighted average assumptions:

 2024
 2023
 2022

 Stock price
 $
 —
 $
 216.31
 $
 245.17

 Risk-free interest rates
 —
 4.06
 %
 3.50
 %

 Expected lives
 —
 6 years
 6 years

 Volatility
 —
 36.00
 %
 27.98
 %

 Dividend yield
 —
 3.30
 %
 3.06
 %

 The following table summarizes information about the Company's stock options:

 2024
 2023
 2022

 Options
exercise
price
 Options
exercise
price
 Options
exercise
price

 Outstanding at beginning of year
 530,812
 $
 273.51
 487,446
 $
 279.46
 463,863
 $
 284.82

 Granted
 —
 —
 49,908
 216.31
 111,757
 245.17

 Exercised
 ( 56,304)
 218.68
 —
 —
 ( 76,246)
 245.43

 Forfeited and canceled
 ( 3,125)
 266.21
 ( 6,542)
 280.21
 ( 11,928)
 281.19

 Outstanding at end of year
 471,383
 $
 280.11
 530,812
 $
 273.51
 487,446
 $
 279.46

 Exercisable at year end
 453,240
 $
 282.73
 417,739
 $
 282.30
 293,377
 $
 285.76

 Long-Term Incentive Plans

 2015 Plan

 In December 2014, the Operating Partnership issued 2015 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards that are subject to vesting, vested at 20 % per year on each of the first five anniversaries of the initial grant date. The performance conditions measurement ended in December 2015 with unearned awards automatically forfeit. Additional awards were granted subject only to performance-based criteria and were fully vested on the date granted. Awards are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company.
 F- 49

 The estimated fair value of the awards were determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered the Company's stock price on the date of grant, unpaid dividends on unvested awards and a discount factor for ten years of illiquidity.

 2014 Plan

 In December 2013, the Operating Partnership issued 2014 Long-Term Incentive Plan award units to executives of the Company. The awards are subject to forfeiture based on performance-based and service-based conditions. The awards vested at 25 % per year on each of the first four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the performance-based awards were earned by the recipients, subject to satisfaction of service-based vesting conditions. Awards are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company.

 The estimated fair value of the awards were determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered the Company's stock price on the date of grant, unpaid dividends on unvested awards and a discount factor for ten years of illiquidity.

 The following table summarizes information about the Company's 2015 and 2014 Plans:
 Total Vested and
Outstanding Units
Grant-date
Fair Value

 Balance as of December 31, 2022
 106,137
 $
 84.47

 Converted
 ( 8,500)

 Balance as of December 31, 2023
 97,637
 $
 86.16

 Converted
 ( 30,142)

 Balance as of December 31, 2024
 67,495
 $
 85.80

 Equity-based compensation costs and total unrecognized compensation costs for 2015 and 2014 Plan awards under the fair value method totaled zero for the years ended December 31, 2024, 2023 and 2022. The intrinsic value of vested awards totaled $ 19.3 million as of December 31, 2024.
 F- 50

 (15) 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 geographical regions in which its communities are located: Southern California, Northern California and Seattle Metro.

 Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income (loss). Non-segment revenues, property operating expenses, including real estate taxes, and NOI included in the following schedule also consist of revenues generated from retail space, commercial properties, held for sale properties and disposition properties. 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.

 F- 51

 The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2024, 2023 and 2022 ($ in thousands):

 2024
 2023
 2022

 Rental and other property revenue (1)

 Property operating expenses, including real estate taxes
 Net operating income
 Rental and other property revenue (1)

 Property operating expenses, including real estate taxes
 Net operating income
 Rental and other property revenue (1)

 Property operating expenses, including real estate taxes
 Net operating income

 $
 744,004
 $
 216,355
 $
 527,649
 $
 682,116
 $
 199,103
 $
 483,013
 $
 646,252
 $
 186,490
 $
 459,762

 677,393
 207,484
 469,909
 642,658
 193,161
 449,497
 615,677
 185,403
 430,274

 295,002
 87,144
 207,858
 282,092
 80,864
 201,228
 271,248
 80,018
 191,230

 Other real estate assets (2)

 47,786
 8,543
 39,243
 51,398
 12,351
 39,047
 62,498
 15,358
 47,140

 Total
 $
 $
 519,526
 $
 1,244,659
 $
 $
 485,479
 $
 1,172,785
 $
 $
 467,269
 $
 1,128,406

 Total net operating income
 $
 1,244,659
 $
 1,172,785
 $
 1,128,406

 10,265
 11,131
 11,139

 Corporate-level property management expenses
 ( 48,218)
 ( 45,872)
 ( 40,704)

 ( 580,220)
 ( 548,438)
 ( 539,319)

 ( 98,902)
 ( 63,474)
 ( 56,577)

 ( 72)
 ( 595)
 ( 2,132)

 —
 ( 433)
 —

 Gain on sale of real estate and land
 175,583
 59,238
 94,416

 Interest expense
 ( 235,529)
 ( 212,905)
 ( 204,798)

 Total return swap income
 3,099
 3,148
 7,907

 Interest and other income (loss)
 80,951
 46,259
 ( 19,040)

 48,206
 10,561
 26,030

 Tax benefit (expense) on unconsolidated co-investments
 ( 697)
 10,236

 —
 —
 ( 2)

 210,555
 —
 17,423

 $
 $
 $

 (1) Segment revenue excludes management and other fees from affiliates and interest and other income.
 (2) 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.
 F- 52

 Total assets for each of the reportable operating segments as of December 31, 2024 and 2023 are summarized as follows ($ in thousands):

 2024
 2023

 Assets:

 $
 4,290,547
 $
 3,763,745

 5,501,160
 5,124,987

 1,460,865
 1,316,421

 Other real estate assets (1)

 186,328
 265,139

 Net reportable operating segments - real estate assets
 11,438,900
 10,470,292

 Real estate under development
 52,682
 23,724

 Co-investments
 935,014
 1,061,733

 Cash and cash equivalents, including restricted cash
 75,846

 Marketable securities
 69,794
 87,795

 Notes and other receivables
 206,706
 174,621

 Operating lease right-of-use assets

 Prepaid expenses and other assets
 96,861
 79,171

 Total assets
 $
 $

 (1) Includes retail space, commercial properties, held for sale properties, and disposition properties.

 F- 53

 (16) 401(k) Plan

 The Company has a 401(k) benefit plan (the "Plan") for all eligible employees. Employee contributions are limited by the maximum allowed under Section 401(k) of the Internal Revenue Code. The Company matches 50 % of the employee contributions up to a specified maximum. Company contributions to the Plan were $ 3.8 million, $ 3.8 million, and $ 3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

 (17) Commitments and Contingencies

 The Company's total minimum lease payment commitments, underground leases, parking leases, and operating leases are disclosed in Note 11, Lease Agreements - Company as Lessee.

 To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the 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, the impairment will be recognized.

 The Company cannot determine the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company. No assurance can be given that: existing environmental assessments conducted with respect to any of these communities have revealed all environmental conditions or potential liabilities associated with such conditions; any prior owner or operator of a property did not create any material environmental condition not known to the Company; or a material unknown environmental condition does not otherwise exist as to any one or more of the communities. The Company has limited insurance coverage for some of the types of environmental conditions and associated liabilities described above.

 The Company has entered into transactions that may require the Company to pay the tax liabilities of the partners or members in the Operating Partnership or in the DownREIT entities. These transactions are within the Company's control. Although the Company intends to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, if the Company were to sell the contributed assets, the tax liabilities incurred may have a material impact on the Company's financial position.

 There continue to be lawsuits against owners and managers of certain of the Company's apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company's financial condition, results of operations or cash flows. As of December 31, 2024, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.

 The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC ("PWI"). Through PWI, the Company is self-insured for earthquake related losses. Additionally, PWI provides property and casualty insurance coverage for the first $ 5.0 million of the Company's property level insurance claims per incident. As of December 31, 2024, PWI had cash and marketable securities of $ 98.9 million. These assets were consolidated in the Company's financial statements. The Company has obtained limited third party seismic insurance on selected assets in the Company's co-investments.
 F- 54

 A number of purported class actions were filed against RealPage, Inc., 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. The Company intends to vigorously defend against these lawsuits. The Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters. The Company is also 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 that has other than a remote risk of having a material impact on the 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.

 (18) Subsequent Events

 In January 2025, the Company acquired The Plaza, a 307 -unit apartment home community located in Foster City, CA for a contract price of $ 161.4 million.

 In the fourth quarter of 2024, the Company repaid a $ 72.0 million senior mortgage associated with a preferred equity investment in a stabilized apartment home community located in Oakland, CA and subsequently issued a default notice in January 2025 and assumed full managerial control.

 In February 2025, the Company issued $ 400.0 million aggregate principal amount of senior unsecured notes due April 1, 2035. The notes are priced at 99.60 % of par value with interest payable semiannually at a per annum rate of 5.375 % with the first interest payment due October 1, 2025.
 F- 55

 Costs

 Date
 Lives

 Homes
 Land

 Encumbered communities

 Belmont Station
 $
 29,312
 $
 8,100
 $
 66,666
 $
 11,218
 $
 8,267
 $
 77,717
 $
 85,984
 $
 ( 45,182)
 2009
 Mar-09
 3-30

 Bridgeport
 Newark, CA
 29,600
 11,825
 52,268
 11,825
 52,363
 64,188
 ( 382)
 1987
 Oct-24
 3-30

 Brio
 Walnut Creek, CA
 87,983
 16,885
 151,741
 5,350
 16,885
 157,091
 173,976
 ( 32,715)
 2015
 Jun-19
 3-30

 Fountain Park
 Playa Vista, CA
 82,956
 25,073
 94,980
 49,004
 25,203
 143,854
 169,057
 ( 103,524)
 2002
 Feb-04
 3-30

 Highridge
 Rancho Palos Verdes, CA
 69,487
 5,419
 18,347
 40,501
 6,073
 58,194
 64,267
 ( 49,226)
 1972
 May-97
 3-30

 Hillsborough Park
 La Habra, CA
 41,300
 13,381
 85,332
 13,381
 85,455
 98,836
 ( 616)
 1999
 Oct-24
 3-30

 Lawrence Station
 76,886
 45,532
 106,735
 8,038
 45,532
 114,773
 160,305
 ( 46,829)
 2012
 5-30

 Magnolia Square/Magnolia
 Lane (2)

 52,433
 8,190
 24,736
 19,883
 8,191
 44,618
 52,809
 ( 32,664)
 1963
 Sep-07
 3-30

 Marquis
 45,297
 20,495
 47,823
 3,049
 20,495
 50,872
 71,367
 ( 10,558)
 2015
 Dec-18
 3-30

 Paragon
 59,200
 32,230
 77,320
 5,375
 32,230
 82,695
 114,925
 ( 30,090)
 2013
 Jul-14
 3-30

 Sage at Cupertino
 51,886
 35,719
 53,449
 15,668
 35,719
 69,117
 104,836
 ( 23,624)
 1971
 Mar-17
 3-30

 The Barkley (3)

 Anaheim, CA
 14,941
 —
 8,520
 9,639
 2,353
 15,806
 18,159
 ( 13,716)
 1984
 Apr-00
 3-30

 The Carlyle
 24,100
 6,344
 48,086
 6,344
 48,288
 54,632
 ( 351)
 2000
 Oct-24
 3-30

 The Commons
 Campbell, CA
 57,734
 12,555
 29,307
 13,505
 12,556
 42,811
 55,367
 ( 24,527)
 1973
 Jul-10
 3-30

 The Dylan
 West Hollywood, CA
 56,815
 19,984
 82,286
 5,478
 19,990
 87,758
 107,748
 ( 30,333)
 2015
 Mar-15
 3-30

 The Galloway
 Pleasanton, CA
 102,890
 32,966
 184,499
 9,159
 32,966
 193,658
 226,624
 ( 35,244)
 2016
 3-30

 The Huxley
 West Hollywood, CA
 51,710
 19,362
 75,641
 7,448
 19,371
 83,080
 102,451
 ( 28,514)
 2014
 Mar-15
 3-30

 Township
 Redwood City, CA
 44,353
 19,812
 70,619
 2,854
 19,812
 73,473
 93,285
 ( 14,052)
 2014
 Sep-19
 3-30

 4,741
 $
 978,883
 $
 333,872
 $
 1,278,355
 $
 206,589
 $
 337,193
 $
 1,481,623
 $
 1,818,816
 $
 ( 522,147)

 Unencumbered Communities

 Agora
 Walnut Creek, CA
 —
 4,932
 60,423
 2,551
 4,934
 62,972
 67,906
 ( 10,873)
 2016
 3-30

 Alessio
 —
 32,136
 128,543
 26,920
 32,136
 155,463
 187,599
 ( 64,587)
 2001
 5-30

 Allegro
 Valley Village, CA
 —
 5,869
 23,977
 4,220
 5,869
 28,197
 34,066
 ( 15,358)
 2010
 Oct-10
 3-30

 Allure at Scripps Ranch
 —
 11,923
 47,690
 6,172
 11,923
 53,862
 65,785
 ( 20,375)
 2002
 5-30

 Alpine Village
 Alpine, CA
 —
 4,967
 19,728
 15,720
 4,982
 35,433
 40,415
 ( 24,897)
 1971
 3-30

 Annaliese
 —
 4,727
 14,229
 1,269
 4,726
 15,499
 20,225
 ( 6,537)
 2009
 Jan-13
 3-30

 Apex
 Milpitas, CA
 —
 44,240
 103,251
 13,675
 44,240
 116,926
 161,166
 ( 41,819)
 2014
 Aug-14
 3-30

 Aqua Marina Del Rey
 —
 58,442
 175,326
 28,902
 58,442
 204,228
 262,670
 ( 83,065)
 2001
 5-30

 ARLO Mountain View
 Mountain View, CA
 —
 19,918
 80,377
 19,918
 80,878
 100,796
 ( 1,770)
 2018
 May-24
 3-30

 F- 56

 Costs

 Date
 Lives

 Homes
 Land

 Ascent
 —
 3,924
 11,862
 3,847
 3,924
 15,709
 19,633
 ( 7,589)
 1988
 Oct-12
 3-30

 Ashton Sherman Village
 —
 23,550
 93,811
 4,297
 23,550
 98,108
 121,658
 ( 27,769)
 2014
 Dec-16
 3-30

 Avant
 —
 32,379
 137,940
 11,972
 32,379
 149,912
 182,291
 ( 48,437)
 2014
 Jun-15
 3-30

 Avenue 64
 —
 27,235
 64,403
 18,868
 27,235
 83,271
 110,506
 ( 31,582)
 2007
 5-30

 Aviara (4)

 Mercer Island, WA
 —
 —
 49,813
 3,355
 —
 53,168
 53,168
 ( 21,301)
 2013
 5-30

 Avondale at Warner Center
 —
 10,536
 24,522
 35,351
 10,601
 59,808
 70,409
 ( 46,904)
 1970
 Jan-99
 3-30

 Beaumont
 Woodinville, WA
 —
 22,101
 113,737
 22,101
 113,920
 136,021
 ( 166)
 2009
 Nov-24
 3-30

 Bel Air
 —
 12,105
 18,252
 52,007
 12,682
 69,682
 82,364
 ( 56,969)
 1988
 Jan-95
 3-30

 Belcarra
 —
 21,725
 92,091
 8,630
 21,725
 100,721
 122,446
 ( 37,991)
 2009
 5-30

 Bella Villagio
 —
 17,247
 40,343
 11,052
 17,247
 51,395
 68,642
 ( 24,776)
 2004
 Sep-10
 3-30

 BellCentre
 —
 16,197
 67,207
 8,243
 16,197
 75,450
 91,647
 ( 30,744)
 2001
 5-30

 Bellerive
 —
 5,401
 21,803
 2,074
 5,401
 23,877
 29,278
 ( 11,807)
 2011
 Aug-11
 3-30

 Belmont Terrace
 Belmont, CA
 —
 4,446
 10,290
 8,946
 4,473
 19,209
 23,682
 ( 13,701)
 1974
 Oct-06
 3-30

 Bennett Lofts
 —
 21,771
 50,800
 36,147
 28,371
 80,347
 108,718
 ( 36,936)
 2004
 Dec-12
 3-30

 Bernardo Crest
 —
 10,802
 43,209
 10,642
 10,802
 53,851
 64,653
 ( 21,713)
 1988
 5-30

 Bonita Cedars
 Bonita, CA
 —
 2,496
 9,913
 8,239
 2,503
 18,145
 20,648
 ( 13,147)
 1983
 3-30

 Bothell Ridge
 —
 7,440
 48,321
 1,211
 7,440
 49,532
 56,972
 ( 1,420)
 1988
 Mar-24
 3-30

 Boulevard
 —
 3,520
 8,182
 17,696
 3,580
 25,818
 29,398
 ( 22,499)
 1978
 Jan-96
 3-30

 Brookside Oaks
 —
 7,301
 16,310
 30,143
 10,328
 43,426
 53,754
 ( 33,191)
 1973
 Jun-00
 3-30

 Bridle Trails
 —
 1,500
 5,930
 7,905
 1,531
 13,804
 15,335
 ( 11,449)
 1986
 Oct-97
 3-30

 Brighton Ridge
 —
 2,623
 10,800
 11,607
 2,656
 22,374
 25,030
 ( 17,721)
 1986
 Dec-96
 3-30

 Bristol Commons
 —
 5,278
 11,853
 13,005
 5,293
 24,843
 30,136
 ( 21,457)
 1989
 Jan-95
 3-30

 Camarillo Oaks
 —
 10,953
 25,254
 12,642
 11,075
 37,774
 48,849
 ( 33,205)
 1985
 Jul-96
 3-30

 Cambridge Park
 —
 18,185
 72,739
 8,823
 18,185
 81,562
 99,747
 ( 31,764)
 1998
 5-30

 Camino Ruiz Square
 —
 6,871
 26,119
 4,154
 6,931
 30,213
 37,144
 ( 18,391)
 1990
 Dec-06
 3-30

 Canvas
 —
 10,489
 36,924
 1,728
 10,489
 38,652
 49,141
 ( 4,220)
 2014
 Dec-21
 3-30

 Canyon Oaks
 —
 19,088
 44,473
 11,359
 19,088
 55,832
 74,920
 ( 33,197)
 2005
 May-07
 3-30

 Canyon Pointe
 —
 4,692
 18,288
 12,290
 4,693
 30,577
 35,270
 ( 22,571)
 1990
 Oct-03
 3-30

 Capri at Sunny Hills
 —
 3,337
 13,320
 13,258
 4,048
 25,867
 29,915
 ( 19,266)
 1961
 Sep-01
 3-30

 Carmel Creek
 —
 26,842
 107,368
 12,890
 26,842
 120,258
 147,100
 ( 48,324)
 2000
 5-30

 Carmel Landing
 —
 16,725
 66,901
 19,042
 16,725
 85,943
 102,668
 ( 36,184)
 1989
 5-30

 Carmel Summit
 —
 14,968
 59,871
 11,257
 14,968
 71,128
 86,096
 ( 27,630)
 1989
 5-30

 Castle Creek
 Newcastle, WA
 —
 4,149
 16,028
 8,580
 4,833
 23,924
 28,757
 ( 20,786)
 1998
 Dec-98
 3-30

 F- 57

 Costs

 Date
 Lives

 Homes
 Land

 Catalina Gardens
 —
 6,714
 26,856
 5,127
 6,714
 31,983
 38,697
 ( 12,629)
 1987
 5-30

 Cedar Terrace
 —
 5,543
 16,442
 11,939
 5,652
 28,272
 33,924
 ( 19,391)
 1984
 Jan-05
 3-30

 CentrePointe
 —
 3,405
 7,743
 24,676
 3,442
 32,382
 35,824
 ( 27,577)
 1974
 Jun-97
 3-30

 Century Towers
 —
 14,865
 157,787
 14,865
 158,532
 173,397
 ( 1,600)
 2017
 Sep-24
 3-30

 Chestnut Street
 Santa Cruz, CA
 —
 6,582
 15,689
 3,684
 6,582
 19,373
 25,955
 ( 10,806)
 2002
 Jul-08
 3-30

 City View
 Hayward, CA
 —
 9,883
 37,670
 43,985
 10,350
 81,188
 91,538
 ( 67,528)
 1975
 Mar-98
 3-30

 Collins on Pine
 —
 7,276
 22,226
 1,119
 7,276
 23,345
 30,621
 ( 8,653)
 2013
 May-14
 3-30

 Connolly Station
 Dublin, CA
 —
 19,949
 123,428
 5,898
 19,949
 129,326
 149,275
 ( 23,954)
 2014
 3-30

 Corbella at Juanita Bay
 —
 5,801
 17,415
 6,433
 5,801
 23,848
 29,649
 ( 12,483)
 1978
 Nov-10
 3-30

 Cortesia
 Rancho Santa Margarita, CA
 —
 13,912
 55,649
 7,266
 13,912
 62,915
 76,827
 ( 24,416)
 1999
 5-30

 Country Villas
 Oceanside, CA
 —
 4,174
 16,583
 8,529
 4,187
 25,099
 29,286
 ( 18,157)
 1976
 3-30

 Courtyard off Main
 —
 7,465
 21,405
 8,318
 7,465
 29,723
 37,188
 ( 15,430)
 2000
 Oct-10
 3-30

 Crow Canyon
 —
 37,579
 87,685
 20,779
 37,579
 108,464
 146,043
 ( 46,233)
 1992
 5-30

 Deer Valley
 San Rafael, CA
 —
 21,478
 50,116
 6,589
 21,478
 56,705
 78,183
 ( 22,859)
 1996
 5-30

 Domaine
 —
 9,059
 27,177
 2,099
 9,059
 29,276
 38,335
 ( 12,666)
 2009
 Sep-12
 3-30

 Elevation
 —
 4,758
 14,285
 9,197
 4,757
 23,483
 28,240
 ( 14,554)
 1986
 Jun-10
 3-30

 Ellington
 —
 15,066
 45,249
 7,484
 15,066
 52,733
 67,799
 ( 20,386)
 1994
 Jul-14
 3-30

 Emerald Pointe
 Diamond Bar, CA
 —
 8,458
 33,832
 4,343
 8,458
 38,175
 46,633
 ( 15,205)
 1989
 5-30

 Emerald Ridge
 —
 3,449
 7,801
 9,070
 3,449
 16,871
 20,320
 ( 15,099)
 1987
 Nov-94
 3-30

 Emerson Valley Village
 —
 13,378
 53,240
 3,156
 13,378
 56,396
 69,774
 ( 16,181)
 2012
 Dec-16
 3-30

 Emme
 —
 15,039
 80,532
 2,260
 15,039
 82,792
 97,831
 ( 14,703)
 2015
 3-30

 Enso
 —
 21,397
 71,135
 5,060
 21,397
 76,195
 97,592
 ( 24,023)
 2014
 Dec-15
 3-30

 Epic
 —
 89,111
 307,769
 7,086
 89,111
 314,855
 403,966
 ( 55,274)
 2013
 3-30

 Esplanade
 —
 18,170
 40,086
 19,572
 18,429
 59,399
 77,828
 ( 43,040)
 2002
 Apr-04
 3-30

 Esplanade San Diego
 —
 56,327
 167,072
 1,877
 56,327
 168,949
 225,276
 ( 4,588)
 1986
 Mar'24
 3-30

 Essex Skyline
 —
 21,537
 146,099
 21,482
 21,537
 167,581
 189,118
 ( 76,073)
 2008
 Apr-10
 3-30

 Evergreen Heights
 —
 3,566
 13,395
 9,922
 3,649
 23,234
 26,883
 ( 19,870)
 1990
 Jun-97
 3-30

 Fairhaven
 —
 2,626
 10,485
 12,166
 2,957
 22,320
 25,277
 ( 17,941)
 1970
 Nov-01
 3-30

 Fairway at Big Canyon (5)

 Newport Beach, CA
 —
 —
 7,850
 9,938
 —
 17,788
 17,788
 ( 16,123)
 1972
 Jun-99
 3-28

 Fairwood Pond
 —
 5,296
 15,564
 7,554
 5,297
 23,117
 28,414
 ( 15,439)
 1997
 Oct-04
 3-30

 Foothill Commons
 —
 2,435
 9,821
 45,633
 2,440
 55,449
 57,889
 ( 51,958)
 1978
 Mar-90
 3-30

 Foothill Gardens/Twin Creeks
 —
 5,875
 13,992
 15,883
 5,964
 29,786
 35,750
 ( 25,371)
 1985
 Feb-97
 3-30

 F- 58

 Costs

 Date
 Lives

 Homes
 Land

 Forest View
 —
 3,731
 14,530
 6,058
 3,731
 20,588
 24,319
 ( 14,204)
 1998
 Oct-03
 3-30

 Form 15
 —
 24,510
 72,221
 15,679
 25,540
 86,870
 112,410
 ( 27,976)
 2014
 Mar-16
 3-30

 Foster's Landing
 Foster City, CA
 —
 61,714
 144,000
 20,558
 61,714
 164,558
 226,272
 ( 66,777)
 1987
 5-30

 Fountain Court
 —
 6,702
 27,306
 16,992
 6,985
 44,015
 51,000
 ( 36,974)
 2000
 Mar-00
 3-30

 Fountains at River Oaks
 —
 26,046
 60,773
 9,393
 26,046
 70,166
 96,212
 ( 29,054)
 1990
 3-30

 Fourth & U
 Berkeley, CA
 —
 8,879
 52,351
 6,399
 8,879
 58,750
 67,629
 ( 30,066)
 2010
 Apr-10
 3-30

 Fox Plaza
 —
 39,731
 92,706
 44,873
 39,731
 137,579
 177,310
 ( 70,634)
 1968
 Feb-13
 3-30

 Hacienda at Camarillo Oaks
 —
 5,497
 17,572
 3,458
 5,497
 21,030
 26,527
 ( 1,502)
 1984
 Apr-23
 3-30

 The Henley I/The Henley II
 Glendale, CA
 —
 6,695
 16,753
 32,482
 6,733
 49,197
 55,930
 ( 41,717)
 1970
 Jun-99
 3-30

 Highlands at Wynhaven
 Issaquah, WA
 —
 16,271
 48,932
 18,660
 16,271
 67,592
 83,863
 ( 41,843)
 2000
 Aug-08
 3-30

 Hillcrest Park
 Newbury Park, CA
 —
 15,318
 40,601
 31,956
 15,755
 72,120
 87,875
 ( 57,299)
 1973
 Mar-98
 3-30

 Hope Ranch
 Santa Barbara, CA
 —
 4,078
 16,877
 4,461
 4,208
 21,208
 25,416
 ( 12,645)
 1965
 Mar-07
 3-30

 Huntington Breakers
 Huntington Beach, CA
 —
 9,306
 22,720
 27,255
 9,315
 49,966
 59,281
 ( 43,531)
 1984
 Oct-97
 3-30

 Inglenook Court
 —
 3,467
 7,881
 11,193
 3,474
 19,067
 22,541
 ( 16,748)
 1985
 Oct-94
 3-30

 Lafayette Highlands
 Lafayette, CA
 —
 17,774
 41,473
 10,779
 17,774
 52,252
 70,026
 ( 21,184)
 1973
 5-30

 Lakeshore Landing
 San Mateo, CA
 —
 38,155
 89,028
 17,132
 38,155
 106,160
 144,315
 ( 43,318)
 1988
 5-30

 Laurels at Mill Creek
 —
 1,559
 6,430
 10,003
 1,595
 16,397
 17,992
 ( 14,195)
 1981
 Dec-96
 3-30

 Le Parc
 —
 3,090
 7,421
 16,616
 3,092
 24,035
 27,127
 ( 20,884)
 1975
 Feb-94
 3-30

 Marbrisa
 Long Beach, CA
 —
 4,700
 18,605
 12,968
 4,760
 31,513
 36,273
 ( 23,986)
 1987
 Sep-02
 3-30

 Marina City Club (6)

 —
 —
 28,167
 35,838
 —
 64,005
 64,005
 ( 43,803)
 1971
 Jan-04
 3-30

 Marina Cove (7)

 —
 5,320
 16,431
 21,114
 5,324
 37,541
 42,865
 ( 33,764)
 1974
 Jun-94
 3-30

 Mariner's Place
 —
 1,555
 6,103
 4,191
 1,562
 10,287
 11,849
 ( 7,896)
 1987
 May-00
 3-30

 Maxwell Sunnyvale
 —
 9,710
 37,292
 9,710
 37,646
 47,356
 ( 941)
 2022
 Apr-24
 3-30

 MB 360
 —
 42,001
 212,648
 21,774
 42,001
 234,422
 276,423
 ( 81,350)
 2014
 3-30

 Meadowood
 Simi Valley, CA
 —
 19,080
 98,881
 19,080
 99,207
 118,287
 ( 723)
 1986
 Oct-24
 3-30

 Mesa Village
 Clairemont, CA
 —
 1,888
 7,498
 3,722
 1,894
 11,214
 13,108
 ( 8,287)
 1963
 3-30

 Mill Creek at Windermere
 —
 29,551
 69,032
 15,451
 29,551
 84,483
 114,034
 ( 48,820)
 2005
 Sep-07
 3-30

 Mio
 —
 11,012
 39,982
 2,459
 11,012
 42,441
 53,453
 ( 13,235)
 2015
 Jan-16
 3-30

 Mirabella
 —
 6,180
 26,673
 20,688
 6,270
 47,271
 53,541
 ( 35,477)
 2000
 May-00
 3-30

 Mira Monte
 Mira Mesa, CA
 —
 7,165
 28,459
 17,894
 7,186
 46,332
 53,518
 ( 34,344)
 1982
 3-30

 Miracle Mile/Marbella
 —
 7,791
 23,075
 21,894
 7,886
 44,874
 52,760
 ( 35,911)
 1988
 Aug-97
 3-30

 Mission Hills
 Oceanside, CA
 —
 10,099
 38,778
 17,118
 10,167
 55,828
 65,995
 ( 37,759)
 1984
 Jul-05
 3-30

 Mission Peaks
 —
 46,499
 108,498
 15,207
 46,499
 123,705
 170,204
 ( 49,879)
 1995
 5-30

 F- 59

 Costs

 Date
 Lives

 Homes
 Land

 Mission Peaks II
 —
 31,429
 73,334
 13,448
 31,429
 86,782
 118,211
 ( 36,113)
 1989
 5-30

 Montanosa
 —
 26,697
 106,787
 17,053
 26,697
 123,840
 150,537
 ( 48,451)
 1990
 5-30

 Montclaire
 —
 4,842
 19,776
 32,880
 4,997
 52,501
 57,498
 ( 48,678)
 1973
 Dec-88
 3-30

 Montebello
 —
 13,857
 41,575
 17,797
 13,858
 59,371
 73,229
 ( 26,304)
 1996
 Jul-12
 3-30

 Montejo
 Garden Grove, CA
 —
 1,925
 7,685
 6,515
 2,194
 13,931
 16,125
 ( 10,164)
 1974
 Nov-01
 3-30

 Monterey Villas
 —
 2,349
 5,579
 9,583
 2,424
 15,087
 17,511
 ( 11,828)
 1974
 Jul-97
 3-30

 Muse
 North Hollywood, CA
 —
 7,822
 33,436
 7,562
 7,823
 40,997
 48,820
 ( 21,412)
 2011
 Feb-11
 3-30

 Mylo
 —
 6,472
 206,098
 1,347
 6,472
 207,445
 213,917
 ( 45,311)
 2021
 Jun-21
 3-30

 1000 Kiely
 —
 9,359
 21,845
 11,909
 9,359
 33,754
 43,113
 ( 19,179)
 1971
 Mar-11
 3-30

 Palm Valley
 1,100
 —
 133,802
 312,205
 39,204
 133,802
 351,409
 485,211
 ( 106,045)
 2008
 Jan-17
 3-30

 Park Catalina
 —
 4,710
 18,839
 5,786
 4,710
 24,625
 29,335
 ( 11,750)
 2002
 Jun-12
 3-30

 Park Highland
 —
 9,391
 38,224
 16,556
 9,391
 54,780
 64,171
 ( 27,673)
 1993
 5-30

 Park Hill at Issaquah
 Issaquah, WA
 —
 7,284
 21,937
 15,787
 7,284
 37,724
 45,008
 ( 26,506)
 1999
 Feb-99
 3-30

 Park Viridian
 Anaheim, CA
 —
 15,894
 63,574
 10,145
 15,894
 73,719
 89,613
 ( 28,459)
 2008
 5-30

 Park West
 —
 9,424
 21,988
 14,958
 9,424
 36,946
 46,370
 ( 21,882)
 1958
 Sep-12
 3-30

 Parkside Court
 —
 11,276
 47,272
 1,121
 11,276
 48,393
 59,669
 ( 1,357)
 1986
 Mar-24
 3-30

 Parkwood at Mill Creek
 —
 10,680
 42,722
 5,267
 10,680
 47,989
 58,669
 ( 19,461)
 1989
 5-30

 Patina at Midtown
 —
 13,472
 102,940
 13,472
 103,625
 117,097
 ( 1,645)
 2021
 Jul-24
 3-30

 Patent 523
 —
 14,558
 69,417
 9,468
 14,558
 78,885
 93,443
 ( 41,215)
 2010
 Mar-10
 3-30

 Pathways at Bixby Village
 Long Beach, CA
 —
 4,083
 16,757
 24,767
 6,239
 39,368
 45,607
 ( 36,342)
 1975
 Feb-91
 3-30

 Piedmont
 —
 19,848
 59,606
 22,517
 19,848
 82,123
 101,971
 ( 36,329)
 1969
 May-14
 3-30

 Pinehurst (8)

 —
 —
 1,711
 1,151
 —
 2,862
 2,862
 ( 2,217)
 1973
 Dec-04
 3-24

 Pinnacle at Fullerton
 —
 11,019
 45,932
 8,000
 11,019
 53,932
 64,951
 ( 21,868)
 2004
 5-30

 Pinnacle on Lake Washington
 —
 7,760
 31,041
 6,549
 7,760
 37,590
 45,350
 ( 15,814)
 2001
 5-30

 Pinnacle at MacArthur Place
 —
 15,810
 66,401
 11,852
 15,810
 78,253
 94,063
 ( 30,868)
 2002
 5-30

 Pinnacle at Otay Ranch I & II
 Chula Vista, CA
 —
 17,023
 68,093
 9,703
 17,023
 77,796
 94,819
 ( 30,820)
 2001
 5-30

 Pinnacle at Talega
 San Clemente, CA
 —
 19,292
 77,168
 11,717
 19,292
 88,885
 108,177
 ( 33,864)
 2002
 5-30

 Pinnacle Sonata
 —
 14,647
 58,586
 10,548
 14,647
 69,134
 83,781
 ( 28,131)
 2000
 5-30

 Pointe at Cupertino
 Cupertino, CA
 —
 4,505
 17,605
 15,116
 4,505
 32,721
 37,226
 ( 25,250)
 1963
 Aug-98
 3-30

 Pure Redmond
 —
 7,461
 31,363
 3,593
 7,461
 34,956
 42,417
 ( 6,539)
 2016
 Dec-19
 3-30

 Radius
 Redwood City, CA
 —
 11,702
 152,336
 5,809
 11,702
 158,145
 169,847
 ( 60,239)
 2015
 3-30

 Reed Square
 —
 6,873
 16,037
 9,631
 6,873
 25,668
 32,541
 ( 15,675)
 1970
 Jan-12
 3-30

 Regency at Encino
 Encino, CA
 —
 3,184
 12,737
 6,233
 3,184
 18,970
 22,154
 ( 10,764)
 1989
 Dec-09
 3-30

 F- 60

 Costs

 Date
 Lives

 Homes
 Land

 Regency Palm Court
 —
 7,763
 28,019
 1,915
 7,763
 29,934
 37,697
 ( 2,778)
 1987
 Jul-22
 3-30

 Renaissance at Uptown Orange
 Orange, CA
 —
 27,870
 111,482
 12,929
 27,870
 124,411
 152,281
 ( 48,860)
 2007
 5-30

 Reveal
 —
 25,073
 121,314
 9,109
 25,073
 130,423
 155,496
 ( 47,465)
 2010
 Apr-15
 3-30

 Salmon Run at Perry Creek
 —
 3,717
 11,483
 5,361
 3,801
 16,760
 20,561
 ( 12,345)
 2000
 Oct-00
 3-30

 Sammamish View
 —
 3,324
 7,501
 9,619
 3,331
 17,113
 20,444
 ( 15,341)
 1986
 Nov-94
 3-30

 101 San Fernando
 —
 4,173
 58,961
 21,977
 4,173
 80,938
 85,111
 ( 43,538)
 2001
 Jul-10
 3-30

 San Marcos
 Richmond, CA
 —
 15,563
 36,204
 42,181
 22,866
 71,082
 93,948
 ( 49,007)
 2003
 Nov-03
 3-30

 Santee Court/Santee Village
 —
 9,581
 40,317
 19,772
 9,582
 60,088
 69,670
 ( 31,764)
 2004
 Oct-10
 3-30

 Shadow Point
 Spring Valley, CA
 —
 2,812
 11,170
 8,776
 2,820
 19,938
 22,758
 ( 13,582)
 1983
 3-30

 Shadowbrook
 —
 19,292
 77,168
 13,470
 19,292
 90,638
 109,930
 ( 35,986)
 1986
 5-30

 Skye at Bunker Hill
 —
 11,498
 27,871
 107,120
 11,639
 134,850
 146,489
 ( 115,795)
 1968
 Mar-98
 3-30

 Slater 116
 —
 7,379
 22,138
 2,356
 7,379
 24,494
 31,873
 ( 9,868)
 2013
 Sep-13
 3-30

 Solstice
 —
 34,444
 147,262
 10,015
 34,444
 157,277
 191,721
 ( 63,133)
 2014
 5-30

 Station Park Green
 San Mateo, CA
 —
 54,782
 314,694
 113,516
 67,204
 415,788
 482,992
 ( 100,714)
 2018
 Mar-18
 3-30

 Stevenson Place
 —
 5,582
 16,572
 1,001
 22,149
 23,150
 ( 19,530)
 1975
 Apr-00
 3-30

 Stonehedge Village
 —
 3,167
 12,603
 13,031
 3,201
 25,600
 28,801
 ( 21,210)
 1986
 Oct-97
 3-30

 Summerhill Park
 —
 2,654
 4,918
 12,020
 2,656
 16,936
 19,592
 ( 15,844)
 1988
 Sep-88
 3-30

 Summit Park
 —
 5,959
 23,670
 12,974
 5,977
 36,626
 42,603
 ( 26,132)
 1972
 3-30

 Taylor 28
 —
 13,915
 57,700
 6,398
 13,915
 64,098
 78,013
 ( 25,441)
 2008
 5-30

 The Audrey at Belltown
 —
 9,228
 36,911
 3,479
 9,228
 40,390
 49,618
 ( 15,811)
 1992
 5-30

 The Avery
 —
 6,964
 29,922
 2,556
 6,964
 32,478
 39,442
 ( 11,881)
 2014
 Mar-14
 3-30

 The Bernard
 —
 3,699
 11,345
 1,259
 3,689
 12,614
 16,303
 ( 5,995)
 2008
 Sep-11
 3-30

 The Blake LA
 —
 4,023
 9,527
 26,285
 4,031
 35,804
 39,835
 ( 29,543)
 1979
 Jun-97
 3-30

 The Cairns
 —
 6,937
 20,679
 3,934
 6,939
 24,611
 31,550
 ( 14,834)
 2006
 Jun-07
 3-30

 The Elliot at Mukilteo
 Mukilteo, WA
 —
 2,498
 10,595
 21,212
 2,824
 31,481
 34,305
 ( 27,582)
 1981
 Jan-97
 3-30

 The Grand
 Oakland, CA
 —
 4,531
 89,208
 9,975
 4,531
 99,183
 103,714
 ( 54,725)
 2009
 Jan-09
 3-30

 The Hallie
 Pasadena, CA
 —
 2,202
 4,794
 58,528
 8,385
 57,139
 65,524
 ( 50,894)
 1972
 Apr-97
 3-30

 The Havens
 Fountain Valley, CA
 —
 26,138
 137,933
 1,180
 26,138
 139,113
 165,251
 ( 3,795)
 1969
 Mar-24
 3-30

 The Huntington
 Huntington Beach, CA
 —
 10,374
 41,495
 10,171
 10,374
 51,666
 62,040
 ( 24,482)
 1975
 Jun-12
 3-30

 The Landing at Jack London Square
 Oakland, CA
 —
 33,554
 78,292
 11,428
 33,554
 89,720
 123,274
 ( 37,007)
 2001
 5-30

 The Lofts at Pinehurst
 —
 1,570
 3,912
 6,896
 1,618
 10,760
 12,378
 ( 8,497)
 1971
 Jun-97
 3-30

 The Palisades
 —
 1,560
 6,242
 17,314
 1,565
 23,551
 25,116
 ( 20,615)
 1977
 May-90
 3-30

 F- 61

 Costs

 Date
 Lives

 Homes
 Land

 The Palms at Laguna Niguel
 Laguna Niguel, CA
 —
 23,584
 94,334
 18,881
 23,584
 113,215
 136,799
 ( 46,948)
 1988
 5-30

 The Stuart
 Pasadena, CA
 —
 13,574
 54,298
 6,105
 13,574
 60,403
 73,977
 ( 23,692)
 2007
 5-30

 The Trails of Redmond
 —
 21,930
 87,720
 10,906
 21,930
 98,626
 120,556
 ( 39,541)
 1985
 5-30

 The Village at Toluca Lake
 Burbank, CA
 —
 14,634
 48,297
 2,707
 14,634
 51,004
 65,638
 ( 6,649)
 1974
 Jun-21
 3-30

 Tierra Vista
 —
 13,652
 53,336
 13,304
 13,661
 66,631
 80,292
 ( 45,036)
 2001
 Jan-01
 3-30

 Tiffany Court
 —
 6,949
 27,796
 3,858
 6,949
 31,654
 38,603
 ( 12,494)
 1987
 5-30

 Trabuco Villas
 Lake Forest, CA
 —
 3,638
 8,640
 7,340
 3,890
 15,728
 19,618
 ( 12,111)
 1985
 Oct-97
 3-30

 Valley Park
 Fountain Valley, CA
 —
 3,361
 13,420
 8,761
 3,761
 21,781
 25,542
 ( 16,169)
 1969
 Nov-01
 3-30

 Via
 —
 22,000
 82,270
 8,331
 22,016
 90,585
 112,601
 ( 43,846)
 2011
 Jul-11
 3-30

 Villa Angelina
 Placentia, CA
 —
 4,498
 17,962
 10,982
 4,962
 28,480
 33,442
 ( 21,505)
 1970
 Nov-01
 3-30

 Villa Granada
 —
 38,299
 89,365
 5,290
 38,299
 94,655
 132,954
 ( 36,131)
 2010
 5-30

 Villa Siena
 Costa Mesa, CA
 —
 13,842
 55,367
 18,292
 13,842
 73,659
 87,501
 ( 30,803)
 1974
 5-30

 Village Green
 La Habra, CA
 —
 6,488
 36,768
 7,732
 6,488
 44,500
 50,988
 ( 18,280)
 1971
 5-30

 Vista Belvedere
 Tiburon, CA
 —
 5,573
 11,901
 11,193
 5,573
 23,094
 28,667
 ( 16,903)
 1963
 Aug-04
 3-30

 Vox
 —
 5,545
 16,635
 1,126
 5,545
 17,761
 23,306
 ( 6,693)
 2013
 Oct-13
 3-30

 Wallace on Sunset
 —
 24,005
 80,466
 4,988
 24,005
 85,454
 109,459
 ( 24,171)
 2021
 Dec-21
 3-30

 Walnut Heights
 Walnut, CA
 —
 4,858
 19,168
 7,839
 4,887
 26,978
 31,865
 ( 19,322)
 1964
 Oct-03
 3-30

 Wandering Creek
 Kent, WA
 —
 1,285
 4,980
 7,084
 1,296
 12,053
 13,349
 ( 10,422)
 1986
 Nov-95
 3-30

 Waterford Place
 —
 11,808
 24,500
 20,387
 15,165
 41,530
 56,695
 ( 33,077)
 2000
 Jun-00
 3-30

 Wharfside Pointe
 —
 2,245
 7,020
 14,645
 2,258
 21,652
 23,910
 ( 19,644)
 1990
 Jun-94
 3-30

 Willow Lake
 —
 43,194
 101,030
 22,930
 43,194
 123,960
 167,154
 ( 58,677)
 1989
 Oct-12
 3-30

 5600 Wilshire
 —
 30,535
 91,604
 11,585
 30,535
 103,189
 133,724
 ( 39,637)
 2008
 5-30

 Wilshire La Brea
 —
 56,932
 211,998
 24,184
 56,932
 236,182
 293,114
 ( 93,087)
 2014
 5-30

 Wilshire Promenade
 —
 3,118
 7,385
 16,539
 3,797
 23,245
 27,042
 ( 18,348)
 1992
 Jan-97
 3-30

 Windsor Court
 6,383
 23,420
 1,325
 6,383
 24,745
 31,128
 ( 2,259)
 1987
 Jul-22
 3-30

 Windsor Ridge
 —
 4,017
 10,315
 18,459
 4,021
 28,770
 32,791
 ( 27,636)
 1989
 Mar-89
 3-30

 Woodland Commons
 —
 2,040
 8,727
 28,565
 2,044
 37,288
 39,332
 ( 29,242)
 1978
 Mar-90
 3-30

 Woodside Village
 —
 5,331
 21,036
 8,042
 5,341
 29,068
 34,409
 ( 19,683)
 1987
 Dec-04
 3-30

 49,722
 $
 —
 $
 2,777,285
 $
 10,175,272
 $
 2,704,152
 $
 2,827,529
 $
 12,829,180
 $
 15,656,709
 $
 ( 5,605,177)

 F- 62

 Costs

 subsequent

 Land
 to acquisition
 Total(1)

 Other real estate assets
 —
 80,706
 16,587
 16,700
 82,067
 31,926
 113,993
 ( 23,294)

 $
 —
 $
 80,706
 $
 16,587
 $
 16,700
 $
 82,067
 $
 31,926
 $
 113,993
 $
 ( 23,294)

 Total
 $
 978,883
 $
 3,191,863
 $
 11,470,214
 $
 2,927,441
 $
 3,246,789
 $
 14,342,729
 $
 17,589,518
 $
 ( 6,150,618)

 (1) The aggregate cost for federal income tax purposes is approximately $ 13.6 billion (unaudited).
 (2) A portion of land is leased pursuant to a ground lease expiring 2070.
 (3) The land is leased pursuant to a ground lease expiring 2083.
 (4) The land is leased pursuant to a ground lease expiring 2070.
 (5) The land is leased pursuant to a ground lease expiring 2027.
 (6) The land is leased pursuant to a ground lease expiring 2067.
 (7) A portion of land is leased pursuant to a ground lease expiring in 2028.
 (8) The land is leased pursuant to a ground lease expiring in 2028.

 A summary of activity for rental properties and accumulated depreciation is as follows:

 2024
 2023
 2022

 2024
 2023
 2022

 Rental properties:
 Accumulated depreciation:

 Balance at beginning of year
 $
 16,135,223
 $
 15,966,227
 $
 15,629,927
 Balance at beginning of year
 $
 5,664,931
 $
 5,152,133
 $
 4,646,854

 Acquisition, development, and improvement of real estate
 1,614,570
 235,423
 427,668
 Depreciation expense
 571,813
 545,702
 536,202

 Disposition of real estate and other
 ( 160,275)
 ( 66,427)
 ( 91,368)
 Accumulated depreciation - Disposals and other

 ( 86,126)
 ( 32,904)
 ( 30,923)

 Balance at the end of year
 $
 17,589,518
 $
 16,135,223
 $
 15,966,227
 Balance at the end of year
 $
 6,150,618
 $
 5,664,931
 $
 5,152,133

 F- 63

 EXHIBIT INDEX

 Exhibit No.
 Document

 3.1

 Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company's Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.

 3.2

 Seventh Amended and Restated Bylaws of Essex Property Trust, Inc. (effective as of December 8, 2022), attached as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed December 13, 2022, and incorporated herein by reference.

 3.3

 Certificate of Limited Partnership of Essex Portfolio, L.P. and amendments thereto, attached as Exhibit 3.4 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.

 4.1

 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached as Exhibit 4.14 to the Company's Annual Report on Form 10-K, filed February 23, 2023, and incorporated herein by reference.

 4.2

 Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company's Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.

 4.3

 Indenture, dated March 17, 2015, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2025 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed March 17, 2015, and incorporated herein by reference.

 4.4

 Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.375% Senior Notes due 2026 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 11, 2016, and incorporated herein by reference.

 4.5

 Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.625% Senior Notes due 2027 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 10, 2017, and incorporated herein by reference.

 4.6

 Indenture, dated March 8, 2018, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 4.500% Senior Notes due 2048 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed March 8, 2018, and incorporated herein by reference.

 4.7

 Indenture, dated February 11, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 4.000% Senior Notes due 2029 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed February 11, 2019, and incorporated herein by reference.

 4.8

 Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 7, 2019, and incorporated herein by reference.

 4.9

 Indenture, dated February 11, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 2.650% Senior Notes due 2032 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed February 11, 2020, and incorporated herein by reference.

 4.10

 Indenture, dated August 24, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.650% Senior Notes due 2031, the form of 2.650% Senior Notes due 2050 and the guarantees thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 24, 2020, and incorporated herein by reference.

 4.11

 Indenture, dated March 1, 2021, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.700% Senior Notes due 2028 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 1, 2021, and incorporated herein by reference.

 4.12

 Indenture, dated June 1, 2021, among Essex Portfolio, L.P., Essex portfolio Trust, Inc. and U.S. Bank National Association, as trustee, including the form of 2.550% Senior Notes due 2031 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 1, 2021, and incorporated herein by reference.

 4.13

 Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.

 4.14

 First Supplemental Indenture, dated March 14, 2024, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof, attached as Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 14, 2024, and incorporated herein by reference.

 10.1

 Agreement between Essex Property Trust, Inc. and George M. Marcus, dated March 27, 2003 attached as Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed March 31, 2003, and incorporated herein by reference.

 10.2

 Essex Property Trust, Inc. Deferred Compensation Plan, As Amended and Restated As of January 1, 2021, attached as Exhibit 10.2 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.

 10.3

 Form of Indemnification Agreement between Essex Property Trust, Inc. and its directors and officers. *

 10.4

 Modification Agreement, dated July 30, 2012, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed August 6, 2012, and incorporated herein by reference.

 10.5

 Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed November 5, 2012, and incorporated herein by reference.

 10.6

 Amended and Restated Essex Property Trust Inc. Executive Severance Plan attached as Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference. *

 10.7

 Essex Property Trust, Inc. 2013 Stock Award and Incentive Compensation Plan, attached as Appendix B to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference. *

 10.8

 Essex Property Trust, Inc. 2013 Employee Stock Purchase Plan, attached as Appendix C to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference. *

 10.9

 Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed November 4, 2013, and incorporated herein by reference. *

 10.10

 Amended and Restated Non-Employee Director Equity Award Program, dated May 17, 2016, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference. *

 10.11

 Fourth Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 20, 2018, attached as Exhibit 10.14 to the Company's Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference.

 10.12

 Third Modification Agreement, dated as of January 29, 2014 by and among Essex Portfolio, L.P., U.S. Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed January 31, 2014, and incorporated herein by reference.

 10.13

 Forms of Essex Property Trust, Inc., Essex Portfolio L.P., Long-Term Incentive Plan Award Agreements, attached as Exhibit 10.28 to the Company's Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference. *

 10.14

 Essex Property Trust, Inc. 2018 Stock Award and Incentive Compensation Plan, attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 15, 2018, filed March 23, 2018, and incorporated herein by reference. *

 10.15

 Form of Non-Employee Director Restricted Stock Award Agreement, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference. *

 10.16

 Form of Non-Employee Director Stock Option Award Agreement, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference. *

 10.17

 Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted prior to fiscal year 2024, attached as Exhibit 10.18 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference. *

 10.18

 Forms of Essex Property Trust, Inc. Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted commencing fiscal year 2024, attached as Exhibit 10.19 to the Company's Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference. *

 10.19

 Fifth Amended and Restated Revolving Credit Agreement, dated September 25, 2024, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed October 30, 2024, and incorporated herein by reference.

 10.20

 Deferred Compensation Plan for Non-Employee Directors, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed May 7, 2020, and incorporated herein by reference. *

 10.21

 Executive Transition Services Agreement, dated as of October 3, 2022, by and between Essex Property Trust, Inc. and Michael J. Schall, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed October 3, 2022, and incorporated herein by reference. *

 19.1

 Essex Property Trust, Inc. Insider Trading Policy

 21.1

 List of Subsidiaries of Essex Property Trust, Inc. and Essex Portfolio, L.P.

 23.1

 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

 23.2

 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

 24.1

 Power of Attorney (see signature page)

 31.1

 Essex Property Trust, Inc. — Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

 31.2

 Essex Property Trust, Inc. — Certification of Barbara Pak, Principal 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, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

 32.2

 Essex Property Trust, Inc. — Certification of Barbara Pak, Principal 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. **

 97.1

 Policy for Recovery of Erroneously Awarded Compensation dated as of October 2, 2023, attached as Exhibit 97.1 to the Company's Annual Report on Form 10-K, filed February 23, 2024, and incorporated herein by reference.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * Management contract or compensatory plan or arrangement.

 ** 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.

 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.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 21, 2025.

 ESSEX PROPERTY TRUST, INC.

 By: /s/ BARBARA PAK

 Barbara Pak

 Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)

 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

 By: /s/ BARBARA PAK

 Barbara Pak

 Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)

 By: /s/ BRENNAN MCGREEVY

 Brennan McGreevy

 Group Vice President and Chief Accounting Officer

 S-1

 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angela L. Kleiman and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ GEORGE M. MARCUS
 George M. Marcus

 Director and Chairman of the Board

 /s/ KEITH R. GUERICKE
 Keith R. Guericke

 Director, and Vice Chairman of the Board

 /s/ IRVING F. LYONS, III
 Irving F. Lyons, III

 Lead Director

 /s/ JOHN V. ARABIA
 John V. Arabia

 /s/ ANNE B. GUST
 Anne B. Gust

 /s/ MARIA R. HAWTHORNE
 Maria R. Hawthorne

 /s/ AMAL M. JOHNSON
 Amal M. Johnson

 /s/ MARY KASARIS
 Mary Kasaris

 /s/ ANGELA L. KLEIMAN
 Angela L. Kleiman

 Chief Executive Officer and President, and Director
(Principal Executive Officer)

 S-2