DEF 14A of Essex Property Trust, Inc., Mar 27, 2026

DEF 14A of Essex Property Trust, Inc.

Filed Mar 27, 2026 · FY20250000920522-26-000011

Open on EDGAR

  1. ANGELA L. KLEIMAN

    | Compensation Committee Report | 53 | | Summary Compensation Table | 54 | | Grants of Plan-based Awards for 2025 | 56 | | Outstanding Equity Awards at December 31, 2025 | 57 | | Option Exercises and Stock Vested for 2025 | 59 | | Nonqualified Deferred Compensation | 59 | | Potential Payments upon Termination or Change of Control | 60 | | Pay Versus Performance | 63 | | Equity Compensation Plans | 68 | | CEO Pay Ratio | 69 | | Report of the Audit Committee | 70 | | Certain Relationships and Related Person Transactions | 71 | | Policies and Procedures with Respect to Related Person Transactions | 71 | | Agreements between Mr. Marcus and the Company | 72 | | Indemnification Agreements | 72 | | Other Transactions | 72 | | PROPOSAL 2 | | | Ratification of Appointment of Independent Registered Public Accounting Firm | 73 | | Fees Paid to KPMG LLP | 74 | | Audit and Non-Audit Fees | 74 | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 75 | | PROPOSAL 3 | | | Advisory Vote on The Company’s Named Executive Officer Compensation | 76 | | Deadline for Receipt of Stockholder Proposals | 77 | | Other Matters | 79 | | Form 10-K Annual Report | 80 | | Appendix A | A-1 |

  2. Director Nominees

    Director Nominees The following table and charts set forth information with respect to the incumbent directors who are standing for re-election at the Annual Meeting.

  3. Director Nominees

    | | | DIRECTOR SINCE | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | DIRECTOR NOMINEES | AGE | | INDEPENDENCE | | | JOHN V. ARABIA Board Director | 56 | 2024 | | 1 | | KEITH R. GUERICKE Vice Chairman of the Board | 77 | 1994 | | 1 | | ANNE B. GUST Board Director | 67 | 2024 | | 0 | | MARIA R. HAWTHORNE Board Director | 66 | 2020 | | 2 | | AMAL M. JOHNSON Board Director | 73 | 2018 | | 1 | | MARY KASARIS Board Director | 70 | 2018 | | 0 | | ANGELA L. KLEIMAN Chief Executive Officer and President | 55 | 2022 | | 1 | | IRVING F. LYONS, III Lead Independent Director | 76 | 2014 | | 1 | | GEORGE M. MARCUS Chairman of the Board | 84 | 1994 | | 1 |

  4. Executive Officer Stock Ownership Guidelines

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | JOHN V. ARABIA | 99,000 | 170,000 | 269,000 | | KEITH R. GUERICKE | 91,500 | 170,000 | 261,500 | | ANNE B. GUST | 97,750 | 170,000 | 267,750 | | MARIA R. HAWTHORNE | 106,500 | 170,000 | 276,500 | | AMAL M. JOHNSON | 108,500 | 170,000 | 278,500 | | MARY KASARIS | 118,500 | 170,000 | 288,500 | | IRVING F. LYONS, III | 139,000 | 170,000 | 309,000 | | GEORGE M. MARCUS | 90,000 | 300,000 | 390,000 |

  5. What We Do

    | | Pay for Performance | The structure of our executive officer compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based incentive awards promoting responsible growth and risk management. | | | Executive Officer Compensation Peer Group Review | The competitiveness of our executive officer compensation program is assessed by comparison to the median of a group of peer companies that are comparable to us. | | | Independent Compensation Committee | Our Compensation Committee is comprised solely of independent directors. | | | Maintain an Anti-hedging Policy | We maintain programs that strictly limit the ability of our executive officers and non-employee directors to pledge our securities and prohibit any hedging of our securities. | | | Executive Officer and Director Stock Ownership Guidelines | We maintain meaningful stock ownership guidelines for our executive officers and non-employee directors that promote a long-term stockholder perspective. | | | Compensation Policies and Practices Review | Our Compensation Committee annually considers and assesses the potential risks of our compensation policies and practices for all employees. | | | Compensation Recovery Policy | Our Compensation Recovery Policy requires the recovery of erroneously awarded incentive compensation to our executive officers in the event of a financial restatement, as required by NYSE listing standards, and in other circumstances. |

  6. What We Don’t Do

    | | No Employment Agreements | We have not entered into individual employment agreements with our executive officers. | | | No Tax Gross-Ups | We do not provide our executive officers with tax gross-ups. | | | No Single-Trigger Severance | We do not provide for “single-trigger” severance payments upon a change in control. | | | No Excessive Perquisites | Our executive officers receive limited perquisites and other personal benefits that are not otherwise generally available to all of our employees. |

  7. How Executive Compensation Decisions are Made

    How Executive Compensation Decisions are Made Role and Procedures of the Compensation Committee. The Compensation Committee, composed of independent, non-employee directors, determines and approves the compensation arrangements for the executive officers. The Committee has the authority to select, retain and terminate special counsel and other experts (including compensation consultants) as the Committee deems appropriate. In fiscal year 2025, the Compensation Committee retained Mercer as its independent compensation consultant to advise the Compensation Committee on the Company’s executive compensation. In compliance with SEC promulgated rules under the Dodd-Frank Act and the requirements of the NYSE listing standards, the Compensation Committee determined, and Mercer affirmed in its representations to the Compensation Committee, that Mercer meets the requirements to be considered independent. The Compensation Committee reassesses the independence of its advisers at least annually. In addition to the information and analysis provided by Mercer, the Compensation Committee also considered the publicly filed information of our peers (among other factors) in making 2025 compensation decisions with respect to the named executive officers. Mercer concluded that the total target compensation of the named executive officers was below the 25th percentile of the median compensation of the Company’s peers. Overall, the Compensation Committee believes it is generally appropriate to be near the 50th percentile of the peer group of comparably sized companies against which Essex directly competes for business and executive talent. While the Compensation Committee determines the Company’s overall compensation philosophy and sets the compensation for the Company’s CEO and other executive officers, it looks to the CEO to make recommendations with respect to both overall compensation policies and specific compensation decisions. For each fiscal year, the Company’s CEO recommends to the Compensation Committee the levels of base salary, targeted annual bonus and long-term equity for the executive officers other than herself, within the elements of compensation otherwise established by the Compensation Committee. The Compensation Committee also annually reviews and approves goals for each fiscal year for specific executive officers. Such goals may include company-wide, business unit and individual goals. Following the conclusion of each fiscal year, the Compensation Committee reviews actual performance against goals and, in consultation with the CEO and as discussed further below, sets the actual bonuses to be paid to the executive officers. The CEO also provides the Compensation Committee with her perspective on the performance of the Company’s executive officers as well as a self-assessment of her own performance. The Compensation Committee establishes the compensation package for the CEO. The Company’s CFO also attends the Compensation Committee’s meetings to provide perspective on the competitive landscape and the needs of the business and to discuss potential new elements for the executive officer’s compensation packages. Peer Group. In consultation with Mercer, the Company made adjustments to the peer group with the goal to include peers that are in the rental housing business, are headquartered and have significant operating presence on the West Coast or are similar in size as defined by total market capitalization. The resulting peer group included the following 14 equity REITs. Essex ranked in the 56th percentile of the peer group based on total market capitalization at the time the peer group was selected.

  8. How Executive Compensation Decisions are Made

    (1)Total Market Capitalization based on KeyBanc data. •In fiscal year 2025, the Compensation Committee considered the peer group information prepared by Mercer pursuant to a 2025 benchmarking analysis (the “2025 Mercer Analysis”) in determining overall compensation levels. The 2025 Mercer Analysis concluded that the overall target compensation of the named executive officers was below the 25th percentile of the median of the peer group. As such, the Compensation Committee increased the base salaries of the CEO 5.5%, the CIO 22%, and the CAO 5%, to more closely align executive total compensation to the 50th percentile of the peer group. There was no change to the CFO's salary in 2025.

  9. Base Salaries

    Base Salaries None of the Company’s executive officers has an employment agreement. Base salaries are viewed as a customary element necessary to hire and retain executive officers. Base salary and any changes in base salary are based on views of individual retention and/or performance factors and market data at peer companies, without benchmarking. For 2025, the Compensation Committee established base salaries in light of these considerations as well as subjective assessments of individual performance, scope of responsibilities, expertise and experience, and the Company’s financial performance and condition. Accordingly, the Compensation Committee increased the base pay of the CEO by 5.5%, the CIO by 22%, and the CAO by 5% to bring those closer to the 50th percentile of the peer group of comparably sized companies against which Essex directly competes for business and executive talent. The CIO's increase was driven in large part by his salary for 2024 (his fist year as CIO) being well below market for comparable positions.

  10. Annual Bonuses

    Annual Bonuses Each executive officer is eligible to earn an annual cash bonus based on the achievement of the annual business plan approved by our Board and meeting performance goals during the year. The performance goals used for determining an officer’s annual bonus include discretionary and qualitative individual and business unit goals and non-discretionary and quantitative corporate performance goals as determined by the Compensation Committee and by the CEO in her recommendations to the Compensation Committee. Each year, a target bonus amount is established for each executive officer and is reviewed by the Compensation Committee. Each named executive officer's target bonus as a percentage of base salary remained unchanged in 2025 and was tied 70% to the corporate performance goals and 30% to the individual and business unit goals established for each named executive officer. Each named executive officer had a maximum opportunity to earn 200% of target with respect to the portion of the annual bonus tied to non-discretionary corporate performance goals if specific performance levels exceed the corporate performance goals per the annual business plan. If specific performance levels fell below the threshold set for each goal, then the named executive officers would receive 0% of their bonus with respect to that particular goal. If the Company did not exceed thresholds levels for all goals then the named executive officers would receive no annual bonus. The portion of each named executive officer’s annual bonus that is tied to their individual and business unit goals is capped at 100% of the target bonus but could fall below that level if individual and business unit goals are not met.

  11. Annual Bonuses

    | 46 | ESSEX PROPERTY TRUST — 2026 Proxy Statement |

  12. 2025 Annual Corporate Target Bonuses

    2025 Annual Corporate Target Bonuses The Company’s primary performance measures for purposes of the objective corporate component of the annual bonuses are Core FFO per diluted share and the growth in same-property NOI which the Company believes are strongly aligned with long-term shareholder value creation. The Board reviews the operating plans that include annual Core FFO per diluted share targets and expected NOI results. The target levels for the increase in Core FFO per diluted share from year to year are dependent on a number of factors, including expectations surrounding internal and external growth opportunities, general economic conditions, real estate fundamentals and other specific circumstances facing the Company in the coming year. The Compensation Committee also establishes Core FFO goals that are consistent with the annual business plan. In addition, there are two goals tied to the Company’s external growth initiatives that drive long-term value creation when implemented with disciplined capital allocation. For 2025, the specific corporate goals and thresholds were as follows:

  13. 2025 Annual Corporate Target Bonuses

    | | | PERFORMANCE CRITERIA | | | | | | | | PERFORMANCE AS A % OF TARGET | | GOALS | WEIGHT | THRESHOLD 50% | | TARGET 100% | | MAXIMUM 200% | | ACHIEVED RESULTS | | | | Core FFO Per Diluted Share | 40% | $15.56 | | $15.81 | | $16.06 | | $15.94 | | 152% | | Same-Property NOI Growth | 30% | 2.1 | | 2.7 | | 3.3 | | 3.2 | | 183% | | Generate 5-Year Proforma Accretion from New Acquisitions | 20% | $1.5 | M | $2.0 | M | $2.5 | M | $9.9 | M | 200% | | Achieved Underwritten Returns on 2023 & 2024 Investments | 10% | 95 | | 100 | | 105 | | 111 | | 200% |

  14. 2025 Annual Corporate Target Bonuses

    The table below reflects the target bonus opportunity tied to achievement of the corporate performance objectives for each of our named executive officers for 2025, as well as the actual bonus paid with respect to the corporate goal component of the annual bonus.

  15. 2025 Annual Corporate Target Bonuses

    | EXECUTIVE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | ACTUAL CASH BONUS ($) | % OF TARGET BONUS ACHIEVED | | ANGELA L. KLEIMAN, CEO and President | 997,500 | 1,995,000 | 3,990,000 | 3,507,210 | 176% | | BARB M. PAK, CFO and EVP | 455,000 | 910,000 | 1,820,000 | 1,599,780 | 176% | | RYLAN K. BURNS, CIO and EVP | 336,875 | 673,750 | 1,347,500 | 1,184,453 | 176% | | ANNE MORRISON, CAO, General Counsel and EVP | 275,625 | 551,250 | 1,102,500 | 969,098 | 176% | | TOTAL | 2,065,000 | 4,130,000 | 8,260,000 | 7,260,541 | 176% |

  16. 2025 Annual Corporate Target Bonuses

    All of the corporate goals exceeded the target levels, as outlined in the table above. As a result, the Compensation Committee awarded the named executive officers 176% of the portion of the target annual bonus tied to achievement of the corporate performance objectives.

  17. 2025 Annual Corporate Target Bonuses

    | 2026 Proxy Statement — ESSEX PROPERTY TRUST | 47 |

  18. 2025 Individual and Business Unit Goals

    | EXECUTIVE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | ACTUAL CASH BONUS ($) | % OF TARGET BONUS ACHIEVED | | ANGELA L. KLEIMAN, CEO and President | 427,500 | 855,000 | 855,000 | 855,000 | 100% | | BARB M. PAK, CFO and EVP | 195,000 | 390,000 | 390,000 | 390,000 | 100% | | RYLAN K. BURNS, CIO and EVP | 144,375 | 288,750 | 288,750 | 288,750 | 100% | | ANNE MORRISON, CAO, General Counsel and EVP | 118,125 | 236,250 | 236,250 | 236,250 | 100% | | TOTAL | 885,000 | 1,770,000 | 1,770,000 | 1,770,000 | 100% |

  19. Total Annual Bonus

    Total Annual Bonus The Compensation Committee believes that short-term incentive pay should appropriately reward management under the pay-for-performance philosophy and awarded the named executive officers above-target annual bonuses at 153% of target based on achievement relative to the corporate and individual and business unit goals, as outlined above. Payments for bonuses compared to targets in 2025 were as follows:

  20. Total Annual Bonus

    | EXECUTIVE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | TOTAL ACTUAL BONUS ($) | % OF TARGET BONUS ACHIEVED | | ANGELA L. KLEIMAN, CEO and President | 1,425,000 | 2,850,000 | 4,845,000 | 4,362,210 | 153% | | BARB M. PAK, CFO and EVP | 650,000 | 1,300,000 | 2,210,000 | 1,989,780 | 153% | | RYLAN K. BURNS, CIO and EVP | 481,250 | 962,500 | 1,636,250 | 1,473,203 | 153% | | ANNE MORRISON, CAO, General Counsel and EVP | 393,750 | 787,500 | 1,338,750 | 1,205,348 | 153% | | TOTAL | 2,950,000 | 5,900,000 | 10,030,000 | 9,030,541 | 153% |

  21. Long-Term Equity Incentives

    Long-Term Equity Incentives In fiscal year 2025, the Company’s equity compensation package for its named executive officers consisted of two different types of awards: restricted stock units (“RSUs”) subject to both service-based vesting and performance-based vesting and RSUs subject only to service-based vesting, in each case, granted under the Company’s stockholder-approved Incentive Award Plan. In fiscal year 2026, the Company eliminated RSUs subject only to service-based vesting in its' equity compensation package for its named executive officers, leaving only RSUs subject to both service-based vesting and performance-based vesting to align equity compensation with Company performance and promote executive retention. The Compensation Committee utilizes long-term incentive compensation to accomplish the following objectives: •Align executive performance with long-term stockholder interests; •Minimize the cost of equity awards to the Company; and •Provide competitive compensation package to attract and retain talent. Prior to 2024, the executive officers were awarded stock option awards and "DIP RSUs". DIP RSUs were subject to performance vesting based on both (i) three-year TSR and relative TSR goals and (ii) the gain or purchase price for the disposition of certain assets of the Company’s real estate portfolio during the calendar year following the year in which the RSUs are granted. DIP RSUs were also subject to a one-year service-based vesting condition. To simplify the compensation structure for our executive officers and to more closely align executive compensation with the Company's goals and objectives, the Compensation Committee eliminated stock option awards and DIP RSU awards for the February 2024 long-term incentive grants and the final outstanding awards vested in 2025. Accordingly, no DIP RSUs remain outstanding and no further grants will be made. 2025 Performance-Vesting RSU Awards – 85% of total awards. The equity compensation packages granted in February 2025 consisted of two different types of performance vesting awards: 45% of the awards were RSUs subject to both service-based vesting and performance-based vesting tied to the achievement of the TSR Goals (the “TSR RSUs”) and 40% of the awards were RSUs subject to both service-based vesting and performance-based vesting tied to the achievement of the Core FFO Goals (the “Core FFO RSUs”), in each case, granted under the Company’s stockholder-approved Incentive Award Plan. RSUs are settled in shares of our Common Stock. The TSR RSUs granted to the executive officers in 2025 are subject to performance-based vesting tied to achievement of the Company’s TSR relative to the Nareit Apartment Index during the three-year performance period (February 18, 2025 – February 17, 2028). Threshold, target and maximum achievement levels for the TSR Goals were set by the Compensation Committee for the three-year performance period, and no TSR RSUs will be eligible to vest if TSR performance is below the established threshold level. The TSR RSUs are also subject to time-based vesting, at the rate of one-third of the TSR RSUs on each of the first through third anniversaries of the date of grant, based on continued employment through the applicable vesting date. The number of TSR RSUs actually earned will be determined by the Compensation Committee following the completion of the

  22. Long-Term Equity Incentives

    | 2026 Proxy Statement — ESSEX PROPERTY TRUST | 49 |

  23. Long-Term Equity Incentives

    three-year performance period. The TSR RSUs are benchmarked to the Nareit Apartment Index, which is representative of REITs in the multifamily housing industry across the United States. The Compensation Committee believes that the peer group in the Nareit Apartment Index appropriately represents the Company’s operating performance and shareholder return against its direct competitors in the multifamily space. Performance against the TSR Goals for the TSR RSUs granted during 2025 will be determined by the Compensation Committee following the completion of the three-year performance period, using the following matrix:

  24. Long-Term Equity Incentives

    | TSR METRICS | WEIGHT | 0% RSUs EARNED | 50% RSUs EARNED | 100% RSUs EARNED | 150% RSUs EARNED | | Relative TSR to Nareit Apartment Index | 45% | <-5.0% | -5.0% | 0% | +5.0% |

  25. Long-Term Equity Incentives

    In the event the Company’s relative TSR is between two achievement levels, the percentage of TSR RSUs that is earned will be based on linear interpolation between the amounts set forth above. In the event the Company’s relative TSR underperforms the Nareit Apartment Index by more than 5.0%, no TSR RSUs will be earned. The Core FFO RSUs will be earned and vest based on average annual achievement relative to the Core FFO Goals over the three-year performance period (January 1, 2025 – December 31, 2027). The Core FFO Goals applicable to the Core FFO RSUs will be set annually at the start of each fiscal year. The Core FFO RSUs are also subject to service-based cliff vesting requiring continued employment through the entire performance period ending December 31, 2027. Each year the Compensation Committee will determine the Company’s achievement percentage for the Core FFO Goal for the applicable year and, following the end of the third annual performance period, the Compensation Committee will average the achievement percentage for each of the three years. Threshold, target and maximum achievement levels for Core FFO will be set by the Compensation Committee for each year in the three-year performance period, and no Core FFO RSUs will be eligible to vest for any annual performance period if Core FFO performance is below the established threshold level. The resulting three-year average performance achievement will be used to determine the total number of Core FFO RSUs earned. Performance against the Core FFO Goals for the Core FFO RSUs granted during 2025 will be determined by the Compensation Committee following the completion of the three-year performance period, using the following matrix:

  26. Long-Term Equity Incentives

    | CORE FFO METRICS | WEIGHT | 0% RSUs EARNED | 50% RSUs EARNED | 100% RSUs EARNED | 150% RSUs EARNED | | Core FFO per share | 40% | <-$15.56 | $15.56 | $15.81 | $16.06 |

  27. Long-Term Equity Incentives

    In the event the Company’s Core FFO Goal achievement is between two achievement levels, the percentage of Core FFO RSUs that is earned will be based on linear interpolation between the various achievement levels. The RSUs earned based on achievement of the Core FFO Goals will vest at the end of the three-year period, subject to the executive’s continued employment through the last day of the three-year service-vesting period. Core FFO RSU Awards - 2025 Performance. The portion of the Core FFO RSUs that were eligible to vest based on 2025 performance achieved a 126% achievement level based on the Company's Core FFO per share of $15.94 for 2025. 2025 Service-Vesting RSU Awards – 15% of total awards. The executives were also granted service-vesting RSU awards that vest in three equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date. Beginning in 2026, however the Company will no longer grant service-vesting RSUs, and long-term incentive awards will be entirely performance based and further subject to the named executive officer's continued employment with the Company. For a discussion of the accelerated vesting terms applicable to the long-term incentive awards granted to our executive officers, see “Potential Payments Upon Termination or Change in Control” on page 60. 2022 Performance- and Service-Vesting RSU and DIP RSU Award Payout. The Performance and Service RSU awards and the DIP RSU awards granted in 2022 were subject to performance vesting based on three-year TSR goals and goals based on our TSR relative to the Nareit Apartment Index for the three-year performance period ending December 1, 2025, and allowed each named executive officer to earn from 0% to 100% of target. Based on the absolute performance of our TSR and the relative performance of our TSR compared to the Nareit Apartment Index for this three-year performance period using linear interpolation and as more particularly shown in the performance matrix on page 39, this resulted in a payout of 100% for the 2022 Performance and Service RSU awards and DIP RSU awards.

  28. Long-Term Equity Incentives

    | 50 | ESSEX PROPERTY TRUST — 2026 Proxy Statement |

  29. Other Benefits

    Other Benefits Nonqualified Deferred Compensation. Named executive officers are currently permitted to make elections to defer up to 25% of their base salaries and 50% of their annual cash bonuses under the Company’s Deferred Compensation Plan. The Company believes that providing the named executive officers and other eligible employees with nonqualified deferred compensation opportunities is a cost-effective supplemental benefit that enables named executive officers to defer income tax on deferred salary and bonus payments, even though the Company also defers the related tax deduction. The Company makes no matching or other employer contributions to the plan. Additional information concerning this deferred compensation plan is set forth in the Nonqualified Deferred Compensation table and related text below. Retirement Benefits. Named executive officers are eligible to participate in the Essex tax-qualified 401(k) plan. The Company does not maintain any defined benefit, pension, or supplemental or “excess” retirement plans for the named executive officers. Severance and Other Benefits Upon Termination of Employment or Change of Control. Our named executive officers are eligible for severance benefits upon certain qualifying terminations, including in connection with a change in control, under the Essex Property Trust, Inc. Executive Severance Plan (the “Severance Plan”). We discuss the severance benefits for our named executive officers and the related quantitative disclosure based on assumed triggering events under the heading “Potential Payments upon Termination or Change of Control” on page 60. The Compensation Committee believes that the Severance Plan and the terms of the equity-based awards described above provide a reasonable level of continued economic benefit to the named executive officers if a change of control and/or qualifying termination event were to occur, are a reasonable balance to the at-will nature (and lack of fixed terms) of employment for the executive officers, and provide a reasonable level of incentive for the covered individuals to remain with the Company prior to any proposal or contemplation of, and during any negotiations for, a change of control. Generally, the existence of the Severance Plan, and the potential benefits to executive officers under it, does not affect the annual determination of an executive officer’s base salary, cash bonus or long-term incentive award grants. Life Insurance and Perquisites. The named executive officers receive automobile allowances, health and dental insurance, payment of life insurance premiums, and medical concierge services, and are eligible to receive reimbursable education-related benefits on the same terms as other Company employees. The Compensation Committee believes that the perquisites are comparable to those provided by comparable companies.

  30. Tax and Accounting Considerations

    (1)Executive officers must own a number of shares of the Company’s stock equal in value to, with respect to the Chief Executive Officer, five times such individual’s annual base salary, and, with respect to the Company’s other executive officers, four times such individual’s annual base salary, in each case, as in effect as of, and based on the Company’s stock price as of, the date that an individual becomes an executive officer. (2)Executive stock ownership for purposes of compliance with our ownership guidelines includes all shares of our common stock held directly or indirectly, LTIP Units (to the extent fully earned) and time-based RSUs (for the avoidance of doubt, any shares underlying performance-based awards will only be considered to the extent fully earned). Mr. Burns became an executive officer in 2024 and has five years from his promotion to comply with the guidelines. Ms. Morrison became an executive officer in 2022 and has five years from her promotion to comply with the guidelines. At any time during which a named executive officer is not in compliance with the ownership guidelines, he or she will be required to retain at least 75% of any “net shares” received through our equity compensation plans, including shares or units underlying vested and full-value equity awards (LTIP Units and RSUs) and options, assuming net settlement.

  31. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2024, we discontinued granting stock option awards. During fiscal year 2025, we did not grant any stock option or option-like equity awards to our NEOs. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2025.

  32. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation information for our named executive officers for our year ended December 31, 2025, which we refer to as “2025”, our year ended December 31, 2024, which we refer to as “2024”, and our year ended December 31, 2023, which we refer to as “2023”.

  33. Summary Compensation Table

    | EXECUTIVE | YEAR | SALARY ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(1) ($) | STOCK AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | ANGELA L. KLEIMAN, CEO and President(4) | 2025 | 944,520 | 4,362,210 | 4,733,254 | 56,820 | 10,096,804 | | | 2024 | 900,000 | 4,212,000 | 3,034,560 | 49,723 | 8,196,283 | | | 2023 | 862,500 | 2,166,325 | —(5) | 47,823 | 3,076,648 | | BARB M. PAK, CFO and EVP | 2025 | 650,000 | 1,989,780 | 2,019,835 | 68,234 | 4,727,849 | | | 2024 | 650,000 | 2,028,000 | 1,283,716 | 16,286 | 3,978,002 | | | 2023 | 650,000 | 998,882 | —(5) | 35,655 | 1,684,537 | | RYLAN K. BURNS, CIO AND EVP | 2025 | 539,040 | 1,473,203 | 1,026,919 | 62,518 | 3,101,680 | | | 2024 | 450,000 | 1,228,500 | 477,049 | 52,699 | 2,208,248 | | ANNE MORRISON, CAO, General Counsel and EVP | 2025 | 522,260 | 1,205,348 | 1,069,373 | 63,639 | 2,860,620 | | | 2024 | 500,000 | 1,170,000 | 660,284 | 52,930 | 2,383,214 | | | 2023 | 495,000 | 749,162 | —(5) | 44,170 | 1,288,332 |

  34. Summary Compensation Table

    (1)Represents cash annual incentive awards under the Company’s annual bonus program. (2)These dollar amounts reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for the awards granted for the year indicated. With respect to awards, the vesting of which is subject to performance conditions that are not market-based conditions, the grant date fair value of these awards is based on the probable outcome of the performance conditions, which is the value assuming the target level of performance, calculated in accordance with ASC Topic 718. With respect to awards, the vesting of which is subject to performance conditions that are market-based conditions, the grant date fair value of these awards is calculated by a Monte Carlo simulation model as of the applicable year-end dates, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate, calculated in accordance with ASC Topic 718. The assumptions used in determining the grant date fair value of the 2024 and 2025 awards calculated based on the Monte Carlo simulation model are as follows:

  35. Summary Compensation Table

    | ASSUMPTIONS | 2023 | 2024 | 2025 | | Stock price | N/A | $229.34 | $290.78 | | Risk-free interest rate | N/A | 4.3% | 4.3% | | ESS volatility | N/A | 25.0% | 25.0% | | Apartment index volatility | N/A | 22.0% | 22.0% | | ESS dividend yield | N/A | 3.5% | 3.6% |

  36. Summary Compensation Table

    With respect to the Core FFO RSUs granted in 2024 and 2025, the dollar amount reflected in the table above for fiscal years 2024 and 2025 represent the portion of such Core FFO RSU awards that were eligible to vest based on performance for the applicable fiscal year. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the Core FFO PSUs, the grant date for ASC 718 purposes occurred for the portion of the awards eligible to vest based on 2024 or 2025 performance only at the time the achievement thresholds were determined in February 2024 or February 2025, respectively. As a result, only this portion of the awards are reflected in the table above for the applicable fiscal year. The maximum value of such portion of the Core FFO PSU awards included in the table above in 2025, which are the only awards subject to performance conditions that are not market-based conditions for such year, assuming the highest level of performance is as follows: $2,149,446 for Ms. Kleiman, $914,212 for Ms. Pak, $414,943 for Mr. Burns, and $478,333 for Ms. Morrison. The maximum value of such portion of the Core FFO PSU awards included in the table above for 2024, which were the only awards subject to performance conditions that are not market-based conditions for such year, assuming the highest level of performance is as follows: $827,688 for Ms. Kleiman, $350,202 for Ms. Pak, $130,036 for Mr. Burns, and $180,032 for Ms. Morrison. Additional information can be found in Note 14 of the Notes to Consolidated Financial Statements in the Company’s 2025 Form 10-K. These dollar amounts do not represent payments actually received by the named executive officers.

  37. Summary Compensation Table

    | 54 | ESSEX PROPERTY TRUST — 2026 Proxy Statement |

  38. Summary Compensation Table

    (3)Includes amounts paid by the Company to the 401(k) accounts of the named executive officers, all Company contributions paid for benefits received under non-discriminatory benefit plans available to all employees, the named executive officers’ respective perquisites limited to Company provided leased automobiles or automobile allowances, and payments of life insurance premiums, for Ms. Kleiman, Ms. Pak, Mr. Burns, and Ms. Morrison, respectively. In 2025, the total cost of medical benefits paid by the Company on behalf of Ms. Pak, Mr. Burns, and Ms. Morrison was $30,584, respectively. In 2024, the total cost of the medical benefits paid by the Company on behalf of the named executive officers is as follows: $29,869 for Ms. Pak, $29,818 for Mr. Burns, and $29,869 for Ms. Morrison. In 2023, the total cost of medical benefits paid by the Company on behalf of Ms. Pak and Ms. Morrison was $27,003, respectively. (4)Ms. Kleiman became the Company’s Chief Executive Officer and President effective April 1, 2023. Prior to that date, Ms. Kleiman served as the Company’s Senior Executive Vice President and Chief Operating Officer. (5)In 2023, due solely to the change in the grant date of the long-term equity-based incentive awards, the Compensation Committee did not grant the executive officers annual long-term incentive compensation. However, this was a one-time occurrence. Historically, the grant date for long-term incentive awards was in December of each year. In 2023, the Compensation Committee decided that it was in the best interest of the Company and stockholders to move the grant date for the long-term incentive awards from December to February of the following year in order to better align with industry best practices. As a result, the compensation tables included in this proxy statement do not include any equity awards for FY 2023.

  39. Summary Compensation Table

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  40. Grants of Plan-based Awards For 2025

    Grants of Plan-based Awards For 2025 The following table shows all plan-based awards which Essex granted to the named executive officers during 2025.

  41. Grants of Plan-based Awards For 2025

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS(4) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | ANGELA L. KLEIMAN | N/A | 1,425,000 | 2,850,000 | 4,845,000 | | | | — | — | | | 2/18/2025 | | | | 5,542 | 11,083 | 16,625(1) | — | 2,475,056 | | | 2/18/2025 | | | | 1,261 | 2,522 | 3,783(2) | — | 733,347 | | | 2/18/2025 | | | | 1,203 | 2,406 | 3,609(3) | — | 699,617 | | | 2/18/2025 | | | | | | | 2,838(4) | 825,234 | | BARB M. PAK | N/A | 650,000 | 1,300,000 | 2,210,000 | | | | — | — | | | 2/18/2025 | | | | 2,368 | 4,736 | 7,104(1) | — | 1,057,644 | | | 2/18/2025 | | | | 539 | 1,078 | 1,617(2) | — | 313,461 | | | 2/18/2025 | | | | 509 | 1,018 | 1,527(3) | — | 296,014 | | | 2/18/2025 | | | | | | | 1,213(4) | 352,716 | | RYLAN K. BURNS | N/A | 481,250 | 962,500 | 1,636,250 | | | | — | — | | | 2/18/2025 | | | | 1,260 | 2,519 | 3,779(1) | — | 562,543 | | | 2/18/2025 | | | | 287 | 574 | 861(2) | — | 166,908 | | | 2/18/2025 | | | | 189 | 378 | 567(3) | — | 109,915 | | | 2/18/2025 | | | | | | | 645(4) | 187,553 | | ANNE MORRISON | N/A | 393,750 | 787,500 | 1,338,750 | | | | — | — | | | 2/18/2025 | | | | 1,260 | 2,519 | 3,779(1) | — | 562,543 | | | 2/18/2025 | | | | 287 | 574 | 861(2) | — | 166,908 | | | 2/18/2025 | | | | 262 | 524 | 786(3) | — | 152,369 | | | 2/18/2025 | | | | | | | 645(4) | 187,553 |

  42. Grants of Plan-based Awards For 2025

    (1)Represents TSR RSUs that would become earned and vested at the end of the performance period (February 18, 2025 – February 18, 2028). The TSR RSUs are subject to both performance-based vesting and service-based vesting. The number of TSR RSUs that are earned and vest is determined based on achievement of the Company’s TSR relative to the Nareit Apartment Index during the three-year performance period. Threshold, target and maximum achievement levels for the TSR Goals were set by the Compensation Committee for the three-year performance period, and no TSRs RSUs will be eligible to vest if TSR performance is below the established threshold level. The TSR RSUs are also subject to service-based vesting, at the rate of one-third of the TSR RSUs on each of the first through third anniversaries of the date of grant, based on continued employment through the applicable vesting date. (2)Represents the portion of the Core FFO RSUs awarded in 2025 that was eligible to vest based on 2025 performance. For a description of the vesting terms applicable to such awards, see the “Outstanding Equity Awards at December 31, 2025” table below. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the Core FFO PSUs granted in 2025, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only at the time the achievement thresholds were determined in February 2025. As a result, only this portion of the award is reflected in the table above. (3)Represents the portion of the Core FFO RSUs awarded in 2024 that was eligible to vest based on 2025 performance. For a description of the vesting terms applicable to such awards, see the “Outstanding Equity Awards at December 31, 2025” table below. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the Core FFO PSUs granted in 2024, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only at the time the achievement thresholds were determined in February 2025. As a result, only this portion of the award is reflected in the table above. (4)Represents RSUs that are subject to service-based vesting, and vest as to one-third of the shares subject to the RSUs on each of the first three anniversaries of the date of grant, generally subject to continued employment through the applicable vesting date. (5)These dollar amounts reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 as described in footnote 2 to the Summary Compensation Table above. The grant date fair value for the Core FFO RSUs represents the value based on the probable outcome of the performance conditions determined as of grant date for the portion of the award eligible to vest based on 2025 performance and which was granted in 2025 for purposes of FASB ASC Topic 718.

  43. Grants of Plan-based Awards For 2025

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  44. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2025:

  45. Outstanding Equity Awards at December 31, 2025

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | ANGELA L. KLEIMAN | 2/18/2025 | | | | | — | — | 11,083(1) | 2,900,199 | | | 2/18/2025 | | | | | — | — | 7,566(2) | 1,979,871 | | | 2/18/2025 | | | | | 2,838(3) | 742,648 | — | — | | | 2/8/2024 | | | | | — | — | 10,476(4) | 2,741,360 | | | 2/8/2024 | | | | | — | — | 7,217(5) | 1,888,545 | | | 2/8/2024 | | | | | 1,802(6) | 471,547 | — | — | | | 12/9/2022 | 10,831 | —(7) | 214.79 | 12/8/2031 | | | | | | | 11/30/2021 | 14,391 | —(8) | 339.44 | 11/29/2031 | | | | | | | 12/2/2020 | 12,615 | —(9) | 248.70 | 12/1/2030 | | | | | | | 12/4/2019 | 16,113 | —(10) | 311.43 | 12/3/2029 | | | | | | | 12/6/2018 | 14,694 | —(11) | 265.68 | 12/6/2028 | | | | | | BARB M. PAK | 2/18/2025 | | | | | — | — | 4,736(1) | 1,239,316 | | | 2/18/2025 | | | | | — | — | 3,233(2) | 846,011 | | | 2/18/2025 | | | | | 1,213(3) | 317,418 | | | | | 2/8/2024 | | | | | — | — | 4,430(4) | 1,159,242 | | | 2/8/2024 | | | | | — | — | 3,053(5) | 798,909 | | | 2/8/2024 | | | | | 763(6) | 199,662 | | | | | 12/9/2022 | 3,158 | —(7) | 214.79 | 12/8/2031 | | | | | | | 11/30/2021 | 9,236 | —(8) | 339.44 | 11/29/2031 | | | | | | | 12/2/2020 | 10,513 | —(9) | 248.70 | 12/1/2030 | | | | | | | 12/4/2019 | 5,473 | —(10) | 311.43 | 12/3/2029 | | | | | | RYLAN K. BURNS | 2/18/2025 | | | | | — | — | 2,519(1) | 659,172 | | | 2/18/2025 | | | | | — | — | 1,720(2) | 450,090 | | | 2/18/2025 | | | | | 645(3) | 168,784 | — | — | | | 2/8/2024 | | | | | — | — | 1,646(4) | 430,725 | | | 2/8/2024 | | | | | — | — | 1,134(5) | 296,745 | | | 2/8/2024 | | | | | 284(6) | 74,317 | — | — | | | 11/30/2021 | 1,289 | —(8) | 339.44 | 11/29/2031 | | | | | | ANNE MORRISON | 2/18/2025 | | | | | — | — | 2,519(1) | 659,172 | | | 2/18/2025 | | | | | — | — | 1,720(2) | 450,090 | | | 2/18/2025 | | | | | 645(3) | 168,784 | | | | | 2/8/2024 | | | | | — | — | 2,278(4) | 596,107 | | | 2/8/2024 | | | | | — | — | 1,570(5) | 410,838 | | | 2/8/2024 | | | | | 392(6) | 102,579 | | | | | 12/9/2022 | 2,571 | —(7) | 214.79 | 12/8/2031 | | | | | | | 11/30/2021 | 3,222 | —(8) | 339.44 | 11/29/2031 | | | | | | | 12/2/2020 | 4,044 | —(9) | 248.70 | 12/1/2030 | | | | | | | 12/4/2019 | 1,314 | —(10) | 311.43 | 12/3/2029 | | | | |

  46. Outstanding Equity Awards at December 31, 2025

    (1)For all named executive officers, represents TSR RSUs that would become earned and vested at the end of the performance period (February 18, 2025 – February 17, 2028), assuming the target level of performance. The TSR RSUs are subject to both performance-based vesting and service-based vesting. The number of TSR RSUs that are earned and vest is determined based on achievement of the Company’s TSR relative to the Nareit Apartment Index during the three-year performance period. Threshold, target and maximum achievement levels for the TSR Goals were set by the Compensation Committee for the three-year performance period, and no TSRs RSUs will be eligible to vest

  47. Outstanding Equity Awards at December 31, 2025

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  48. Outstanding Equity Awards at December 31, 2025

    if TSR performance is below the established threshold level. Maximum achievement will result in 150% of the “target” TSR RSUs being earned. The TSR RSUs are also subject to service-based vesting, at the rate of one-third of the TSR RSUs on each of the first through third anniversaries of the date of grant, based on continued employment through the applicable vesting date. (2)For all named executive officers, represents Core FFO RSUs that would become earned and vested at the end of the performance period (January 1, 2025 – December 31, 2027) assuming target threshold achievement. These awards are not guaranteed and are subject to three-year average performance and service through 2027. The number of Core FFO RSUs that are earned and vest is based on average annual achievement relative to the Core FFO Goals, over the three-year performance period. The Core FFO Goals applicable to the Core FFO RSUs will be set annually at the start of each fiscal year. The Core FFO RSUs are also subject to service-based vesting through December 31, 2027. The Compensation Committee will determine the Company’s achievement percentage for the Core FFO goal for the applicable year and following the end of the third annual performance period, the Compensation Committee will average the achievement percentage for each of the three years. The resulting three-year average performance achievement will be used to determine the total number of Core FFO RSUs earned. Core FFO performance was achieved at 126% of target for the 2025 performance period based on the Company's Core FFO for such year. (3)1/3rd of these RSUs vested on February 18, 2026, and the remaining shares will vest on each of the next two anniversaries thereafter, generally subject to continued employment through each such vesting date. (4)For all named executive officers, represents TSR RSUs that would become earned and vested at the end of the performance period (February 8, 2024 – February 5, 2027), assuming the target level of performance. The TSR RSUs are subject to both performance-based vesting and service-based vesting. The number of TSR RSUs that are earned and vest is determined based on achievement of the Company’s TSR relative to the Nareit Apartment Index during the three-year performance period. Threshold, target and maximum achievement levels for the TSR Goals were set by the Compensation Committee for the three-year performance period, and no TSRs RSUs will be eligible to vest if TSR performance is below the established threshold level. Maximum achievement will result in 150% of the “target” TSR RSUs being earned. The TSR RSUs are also subject to service-based vesting, at the rate of one-third of the TSR RSUs on each of the first through third anniversaries of the date of grant, based on continued employment through the applicable vesting date. (5)For all named executive officers, represents Core FFO RSUs that would become earned and vested at the end of the performance period (January 1, 2024 – December 31, 2026) assuming target threshold achievement. These awards are not guaranteed and are subject to three-year average performance and service through 2026. The number of Core FFO RSUs that are earned and vest is based on average annual achievement relative to the Core FFO Goals, over the three-year performance period. The Core FFO Goals applicable to the Core FFO RSUs will be set annually at the start of each fiscal year. The Core FFO RSUs are also subject to service-based vesting through December 31, 2026. The Compensation Committee will determine the Company’s achievement percentage for the Core FFO goal for the applicable year and following the end of the third annual performance period, the Compensation Committee will average the achievement percentage for each of the three years. The resulting three-year average performance achievement will be used to determine the total number of Core FFO RSUs earned. Core FFO performance was achieved at 150% of target for the 2024 performance period, and 126% of target for the 2025 performance period. (6)1/3rd of these RSUs vested on February 8, 2025, and the remaining shares will vest on each of the next two anniversaries thereafter, generally subject to continued employment through each such vesting date. (7)1/3rd of these options vested on December 9, 2023, 2024, and 2025. The options are also subject to a cap on appreciation of $100 per share. (8)1/3rd of these options vested on November 30, 2022, 2023, and 2024. The options are also subject to a cap on appreciation of $100 per share. (9)1/3rd of these options vested on December 2, 2021, 2022, and 2023. The options are also subject to a cap on appreciation of $100 per share. (10)1/3rd of these options vested on December 4, 2020, 2021 and 2022. The options are also subject to a cap on appreciation of $100 per share. (11)1/3rd of these options vested on December 6, 2019, 2020 and 2021. The options are also subject to a cap on appreciation of $100 per share.

  49. Outstanding Equity Awards at December 31, 2025

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  50. Option Exercises and Stock Vested for 2025

    Option Exercises and Stock Vested for 2025 The following table shows for 2025 the number of shares acquired upon exercise of option awards and the vesting of stock awards and the value realized upon such exercise and vesting.

  51. Option Exercises and Stock Vested for 2025

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | ANGELA L. KLEIMAN | 5,329 | 532,900 | 24,876 | 6,439,692 | | BARB M. PAK | 6,318 | 631,800 | 8,526 | 2,209,655 | | RYLAN K. BURNS | — | — | 491 | 129,502 | | ANNE MORRISON | 2,571 | 257,100 | 7,638 | 1,974,502 |

  52. Option Exercises and Stock Vested for 2025

    (1)All such option awards exercised in 2025 were subject to a $100 cap on the appreciation of the market price over the exercise price.

  53. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our executive officers are currently eligible to participate in the Essex Portfolio, L.P. 2021 Deferred Compensation Plan, which is referred to herein as the “2021 deferred compensation plan.” The 2021 deferred compensation plan, which was adopted on January 1, 2021, replaced an older plan to comply with Section 409A of the Code. Under the deferred compensation plan, eligible employees, which include the executive officers of the Company, may elect in accordance with plan procedures to defer up to 25% of their base salary and up to 50% of their cash bonus (and other cash compensation) in any year, in each case, after taking into effect reductions due to income and payroll tax withholding and contributions to benefits plans. The Company does not currently make company matching contributions, although the plan allows the Company to make discretionary contributions. Deferral elections under the 2021 deferred compensation plan must generally be made by December 15th of the calendar year proceeding the calendar year in which the compensation that is to be deferred is scheduled to be earned. Distributions of the deferred accounts under the 2021 deferred compensation plan are made on the earliest of (1) the participant’s “separation from service,” as defined in the plan, (2) a “change in control,” as defined in the plan or (3) a date specified by the participant at the time the deferral election was made. The distributions are payable in a lump sum, except that a participant may elect a payout of amounts exceeding $150,000 as of the distribution date over a period of 5, 10 or 15 annual installments. Distributions under the 2021 deferred compensation plan payable to a “key employee” (as defined in the plan) in connection with a separation from service will be delayed for six months (to the extent required to comply with Section 409A of the Code). Under the plans, the earnings in an officer’s account are based on investment earnings (or losses) equal to the actual net investment earning or losses experienced by the investment selected by the participant. Accordingly, any earnings are based solely upon the investment allocations directed by the officer. The Company does not make these investment decisions or guarantee any particular rate of return or other benefit under the plan. Under the investment policies of the plans, and subject to administrative approval, investments may be directed by the officer in any securities generally available and traded on U.S. public markets. However, the plan prohibits investments such as derivative securities, securities issued by Essex, tax-exempt securities, foreign securities not listed on the NYSE, securities determined by the administrator to be illiquid, securities purchased on margin, and a number of other categories intended to limit the permitted investments to securities regularly and publicly traded in the U.S. market. The plans do not impose specific limitations on the frequency of investment selections or changes in investments. Although each participant’s account is wholly unfunded, the investments selected by the officer are purchased by Essex in and for its own account, which account is maintained by the Company with a brokerage firm, and the return on the deferral account is derived solely from these purchased investments directed by the officer. The plan administrator will not monitor a participant’s investment instructions, but it may require the participant to liquidate an investment that is determined to be inconsistent with the plan’s investment policy, other plan provisions, or Essex’s brokerage account agreement. The following table provides information concerning compensation deferred under the prior deferred compensation plan and the 2021 deferred compensation plan by the named executive officers as of December 31, 2025.

  54. Nonqualified Deferred Compensation

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  55. Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN 2025 ($)(1) | REGISTRANT CONTRIBUTIONS IN 2025 ($) | AGGREGATE EARNINGS/ (LOSSES) IN 2025 ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AS OF DECEMBER 31, 2025 ($) | | ANGELA L. KLEIMAN | 1,288,577 | — | 674,662 | — | 5,269,934 | | BARB M. PAK | — | — | 28,582 | — | 255,911 | | RYLAN K. BURNS | — | — | — | — | — | | ANNE MORRISON | — | — | — | — | — |

  56. Nonqualified Deferred Compensation

    (1)All contributions in this column are also included as compensation to the named executive officers in the Salary and Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table.

  57. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  58. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

  59. Pay Versus Performance Table

    | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (SCHALL) ($) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (KLEIMAN) ($) | COMPENSATION ACTUALLY PAID TO PEO (SCHALL)(1) ($) | COMPENSATION ACTUALLY PAID TO PEO (KLEIMAN)(1) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(1) (2) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (IN THOUSANDS) ($)(4) | CORE FFO PER DILUTED SHARE ($)(5) | | YEAR | | | | | | | TOTAL STOCKHOLDER RETURN ($) | PEER GROUP TOTAL STOCKHOLDER RETURN ($)(3) | | | | 2025 | — | 10,096,804 | — | 10,260,636 | 3,563,383 | 3,632,287 | 130.12 | 129.86 | 702,773 | 15.94 | | 2024 | — | 8,196,283 | — | 11,034,898 | 2,866,434 | 3,693,118 | 136.98 | 142.01 | 811,306 | 15.60 | | 2023 | 2,742,016 | 3,076,648 | 5,829,702 | 6,234,794 | 1,442,044 | 2,620,160 | 115.70 | 117.87 | 430,708 | 15.03 | | 2022 | 4,054,224 | — | (4,363,421) | — | 3,253,453 | 1,039,588 | 94.85 | 111.34 | 432,985 | 14.51 | | 2021 | 7,183,068 | — | 8,887,546 | — | 3,175,109 | 3,773,473 | 152.40 | 163.61 | 515,691 | 12.49 |

  60. Pay Versus Performance Table

    (1)Amounts represent compensation actually paid to our CEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  61. Pay Versus Performance Table

    | YEAR | CEO | NON-CEO NEOs | | 2025 | Angela L. Kleiman | Barb M. Pak, Rylan K. Burns, and Anne Morrison | | 2024 | Angela L. Kleiman | Barb M. Pak, Rylan K. Burns, and Anne Morrison | | 2023 | Michael J. Schall and Angela L. Kleiman | Barb M. Pak, Adam W. Berry and Anne Morrison | | 2022 | Michael J. Schall | Angela L. Kleiman, Barb M. Pak, Adam W. Berry and Anne Morrison | | 2021 | Michael J. Schall | Angela L. Kleiman, Barb M. Pak and Adam W. Berry |

  62. Pay Versus Performance Table

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  63. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  64. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | 2024 | | 2025 | | | ADJUSTMENTS | PEO ($) | AVERAGE NON-PEO NEOs ($) | PEO ($) | AVERAGE NON-PEO NEOs ($) | PEO (SCHALL) ($) | PEO (KLEIMAN) ($) | AVERAGE NON-PEO NEOs ($) | PEO (KLEIMAN) ($) | AVERAGE NON-PEO NEOs ($) | PEO (KLEIMAN) ($) | AVERAGE NON-PEO NEOs ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,750,204) | (1,350,199) | (570,101) | (1,631,393) | — | — | — | (3,034,560) | (807,016) | (4,733,254) | (1,372,042) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 3,830,188 | 1,379,019 | 578,898 | 1,696,781 | — | — | — | 3,711,186 | 1,123,693 | 5,017,146 | 1,452,610 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 1,444,302 | 470,461 | (5,812,145) | (1,611,345) | 1,441,309 | 2,498,234 | 824,875 | 1,750,811 | 385,600 | 396,919 | 105,480 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 180,192 | 99,083 | (2,614,297) | (667,908) | 1,646,377 | 659,912 | 353,241 | 411,179 | 124,407 | (516,979) | (117,144) | | Total Adjustments | 1,704,478 | 598,364 | (8,417,645) | (2,213,865) | 3,087,686 | 3,158,146 | 1,178,116 | 2,838,616 | 826,684 | 163,832 | 68,904 |

  65. Pay Versus Performance Table

    (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end dates, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate and (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting dates. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 and prior fiscal years. (3)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nareit Apartment Index. (4)Amounts shown in Thousands. (5)Core Funds from Operations (“Core FFO”) and Core FFO per diluted share are non-GAAP measures. Funds from Operations (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items, or Core FFO, as supplemental operating performance measures. In calculating FFO, the Company follows the definition for this FFO published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. For a discussion of the calculation of Core FFO and Core FFO per share-diluted and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

  66. Pay Versus Performance Table

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  67. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  68. Compensation Actually Paid versus Total Stockholder Return

    Compensation Actually Paid versus Total Stockholder Return

  69. Compensation Actually Paid versus Total Stockholder Return

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  70. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  71. Compensation Actually Paid versus Core FFO per Diluted Share

    Compensation Actually Paid versus Core FFO per Diluted Share

  72. Compensation Actually Paid versus Core FFO per Diluted Share

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  73. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2025: 1.Core FFO; 2.Core FFO per diluted share; and 3.Same-property NOI For additional details regarding our most important financial performance measures, please see the sections titled “Executive Summary” and “Overview of Named Executive Officer Compensation Program” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement. For a discussion of the calculation of Core FFO, Core FFO per share-diluted, EBITDAre, net-debt-to-EBITDAre, NOI and same-property NOI and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

  74. Pay Versus Performance Tabular List

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  75. Pay Versus Performance Tabular List

    The following table summarizes share and exercise price information about our equity compensation plans as of December 31, 2025.

  76. Pay Versus Performance Tabular List

    | PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (#) | WEIGHTED AVERAGE EXERCISE PRICE FOR OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ($) | SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER PLAN (#) | | Equity compensation plans approved by security holders: Stock Incentive Plans | 474,236(1) | 285.31(2) | 1,939,941(3) | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | Total | 474,236 | | 1,939,941 |

  77. Pay Versus Performance Tabular List

    (1)Number of securities to be issued includes 54,547 LTIP Units granted in 2013 and 2014 but excludes 95,147 shares of unvested restricted stock. (2)This weighted average price amount applies only to options granted under the Company’s 1994, 2004, 2013 and 2018 plans. (3)Includes 500,000 shares available for future issuance under our 2013 Employee Stock Purchase Plan (the “ESPP”) and 698,366 shares available for future issuance under our 2013 Stock Award and Incentive Compensation Plan. No options have been granted, and no shares of Common Stock have been purchased, under the ESPP. This plan has not been implemented by the Company.

  78. Pay Versus Performance Tabular List

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  79. Pay Versus Performance Tabular List

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S- K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annualized total compensation of Angela L. Kleiman, our Chief Executive Officer and President (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: •the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $113,049; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $10,096,804. Based on this information, for 2025, the annual total compensation of our CEO was approximately 89.2 times the median of the annual total compensation of all of our employees (other than our CEO).