DEF 14A of Camden Property Trust, Mar 27, 2026

DEF 14A of Camden Property Trust

Filed Mar 27, 2026 · FY20250001628280-26-021581

Open on EDGAR

  1. (Amendment No. _____)

    | Non-Qualified Deferred Compensation | 47 | | Potential Payments Upon Termination or Change in Control | 49 | | CEO Compensation Pay Ratio | 51 | | Pay Versus Performance | 52 | | Equity Compensation Plans | 56 | | PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 | | Audit Committee Information | 57 | | Report of the Audit Committee | 57 | | Independent Registered Accounting Firm Fees | 58 | | Pre-Approval Policies and Procedures | 59 | | PROPOSAL 4 - APPROVAL OF AMENDED AND RESTATED 2018 SHARE INCENTIVE PLAN | 60 | | PROPOSAL 5 - APPROVAL OF AMENDED AND RESTATED 2018 EMPLOYEE SHARE PURCHASE PLAN | 73 | | Security Ownership of Certain Beneficial Owners and Management | 80 | | Other Information about Voting and the Annual Meeting | 83 | | Shareholder Proposals and Trust Manager Nominations | 86 | | Caution Concerning Forward-Looking Statements | 87 | | Appendix A - Non-GAAP Financial Measures - Definitions and Reconciliations | 88 | | Exhibit A - Amended and Restated 2018 Share Incentive Plan | | | Exhibit B - Amended and Restated 2018 Employee Share Purchase Plan | |

  2. Purpose

    Purpose We are committed to good corporate governance to promote the long-term interests of shareholders, strengthen management accountability, and help maintain public trust in Camden. Some of our governance highlights are listed below:

  3. Purpose

    | •11 Trust Manager Nominees | •Regular Trust Manager Performance Assessment | | •8 of 11 Trust Manager Nominees are Independent | •Independent Audit; Compensation; and Nominating, Corporate Governance, and Sustainability Committees | | •Annual Election of Trust Managers by Majority Vote | •Regular Executive Sessions of Independent Trust Managers | | •Commitment to Board Refreshment | •Risk Oversight by Full Board and Committees | | •Prohibition on Non-Employee Trust Managers Seeking Re-Election after age 75 | •Anti-Hedging Policy | | •Robust Trust Manager Nominee Selection Process | •Robust Share Ownership Guidelines | | •Lead Independent Trust Manager | •Bylaws Include Proxy Access Nominating Provisions |

  4. Purpose

    | | 2026 Proxy Statement 7 |

  5. NOMINEES FOR TRUST MANAGER

    NOMINEES FOR TRUST MANAGER Set forth below are the nominees, together with biographical information, qualifications, and directorships held at public companies during the past five years.

  6. NOMINEES FOR TRUST MANAGER

    | | Richard J. Campo | | | | Age: 71 Trust Manager since: 1993 | Committees: Executive (Chair) | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Campo has been Executive Chairman of the Board since March 2026 and served as Chairman of the Board and CEO of Camden from 1993 to March 2026. He co-founded Camden’s predecessor companies in 1982, and prior to this time worked in the finance department of Century Development Corporation. Mr. Campo holds a Bachelor’s Degree in Accounting from Oregon State University. Qualifications: Mr. Campo was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, his experience in serving as a director of private and not-for-profit companies has provided him with expertise in corporate governance. | | |

  7. NOMINEES FOR TRUST MANAGER

    | | Javier E. Benito INDEPENDENT | | | | Age: 63 Trust Manager since: 2022 | Committees: Audit | | | Current Directorships • None Past Directorships • None | | | Professional Experience and Education: Mr. Benito has been a Trust Manager since 2022. Mr. Benito is a private investor and was previously the General Manager of KFC Latin America and the Caribbean of Yum! Brands, Inc., a global restaurant corporation primarily operating the company’s brands – KFC, Pizza Hut and Taco Bell. Prior to this time he served as Chief Strategy Officer from 2013 to 2014, Managing Director of European Franchise Business and Russia from 2010 – 2013, and Executive Vice President and Chief Marketing Officer KFC USA from 2008 to 2010. Mr. Benito also previously served as Executive Vice President and Chief Marketing Officer of Starwood Hotels and Resorts from 2005 to 2007, and served in various executive roles with the Coca-Cola Company from 1994 to 2005 and the Procter & Gamble Company from 1987 to 1994. Mr. Benito holds a Bachelor’s Degree in Economics from the University of California – San Diego and an MBA from the University of Chicago. Qualifications: Mr. Benito was nominated to serve on our Board because of his extensive marketing experience and financial knowledge. In addition, his previous experience serving in executive roles, including Chief Strategy Officer and Chief Marketing Officer, has provided him with expertise in the area of corporate governance. | | |

  8. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 12 |

  9. NOMINEES FOR TRUST MANAGER

    | | Heather J. Brunner INDEPENDENT | | | | Age: 57 Trust Manager since: 2017 | Committees: Audit (Chair) | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Ms. Brunner has been Chairwoman and Chief Executive Officer of WP Engine, Inc., a private cloud content management services company, since October 2013, and served as its Chief Operating Officer from May 2013 to October 2013. From 2009 through May 2013, she served as Chief Operating Officer of Bazaarvoice, a market leader in commerce solutions. Prior to this time, Ms. Brunner served as Senior Vice President of Bazaarvoice, Chief Executive Officer of Nuvo, a wholly owned subsidiary of Trilogy, and Chief Operating Officer for B-Side Entertainment, a privately funded entertainment technology company. Previous to this time, she held a variety of other management roles at Coremetrics, Trilogy, Concero, Oracle and Accenture. Ms. Brunner holds a Bachelor’s Degree in International Economics from Trinity University. Qualifications: Ms. Brunner was nominated to serve on our Board because of her extensive experience in technology and innovation, and her strong skills in operations and client services. She has substantial executive and leadership experience, and her roles as CEO and COO at various companies has provided her expertise in the area of corporate governance. | | |

  10. NOMINEES FOR TRUST MANAGER

    | | Mark D. Gibson INDEPENDENT | | | | Age: 67 Trust Manager since: 2020 | Committees: Audit | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Gibson currently serves as Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle, Inc., a real estate services and investment management firm. He previously served as Executive Managing Director, Vice Chairman and Chief Executive Officer of HFF, Inc. (formerly Holliday Fenoglio & Company and acquired by Jones Lang LaSalle in 2019) from 2014 to 2019, and he served as Director and Vice Chairman from 2006 to 2014. Prior to this time, Mr. Gibson was a founding partner of HFF LP and served as the company’s Executive Managing Director from 2003 to 2006 and Co-Head, Dallas Office and Senior Vice President from 1993 to 2010. Mr. Gibson received his Bachelor of Business Administration from University of Texas at Austin. Qualifications: Mr. Gibson was nominated to serve on our Board because of his extensive experience in the real estate industry, having previously served as Chairman of both the Texas Real Estate Council of Dallas, as well as the UT Real Estate Finance and Investment Center. As Mr. Gibson is routinely involved in large-scale public company M&A activity, he has keen insight on business and strategic outlooks. He has considerable executive and leadership experience, and his position as CEO and Vice Chairman at a prior public company has provided him expertise in corporate governance. | | |

  11. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 13 |

  12. NOMINEES FOR TRUST MANAGER

    | | Scott S. Ingraham INDEPENDENT | | | | Age: 72 Trust Manager since: 1998 | Committees: Compensation Nominating, Corporate Governance, and Sustainability Executive | | | Current Directorships •None Past Directorships •RealPage, Inc. (property management software) (2012 - 2021) •Kilroy Realty, Inc. (office property REIT) (2006 - 2025) | | | Professional Experience and Education: Mr. Ingraham is the co-owner of Zuma Capital, a firm engaged in private equity and angel investing. He was the co- founder, Chairman and CEO of Rent.com, an Internet-based residential real estate site, from 1999 until 2005 when it was sold to eBay. Mr. Ingraham previously served as the President and CEO of Oasis Residential, Inc., a public apartment REIT, working there from 1992 until the company’s merger with Camden Property Trust in 1998. Prior to 1992, he worked in the areas of real estate finance, mortgage, and investment banking. Mr. Ingraham holds a Bachelor’s Degree in Business Administration from the University of Texas at Austin. Qualifications: Mr. Ingraham was nominated to serve on our Board because of his extensive financial, REIT, and commercial real estate knowledge. In addition, his experience in serving as both an executive and a director of other public and private companies has provided him with expertise in corporate governance. | | |

  13. NOMINEES FOR TRUST MANAGER

    | | Alexander J. Jessett | | | | Age: 51 Trust Manager since: 2026 | Committees: None | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Jessett has been CEO of Camden since March 2026. Prior to his appointment as CEO, he served as Camden’s President and Chief Financial Officer from 2024 to March 2026, Executive Vice President - Chief Financial Officer from December 2021 to 2024, Executive Vice President – Finance and Chief Financial Officer from 2014 to 2021 and Senior Vice President and Chief Financial Officer from 2013 to 2014. Before joining Camden, Mr. Jessett began his career in real estate at Comerica Bank of Texas in the Real Estate Lending department. Mr. Jessett received a Bachelor’s Degree in Business Administration in finance from The University of Texas at Austin and MBA in finance from the University of Houston. Qualifications: Mr. Jessett was nominated to serve on our Board because of his extensive financial and real estate experience, and his knowledge of Camden as an employee since 1999, including over 13 years as our Chief Financial Officer, two years as President and as our current CEO. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. | | |

  14. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 14 |

  15. NOMINEES FOR TRUST MANAGER

    | | Renu Khator INDEPENDENT | | | | Age: 70 Trust Manager since: 2017 | Committees: Compensation (Chair) | | | Current Directorships •The PNC Financial Services Group, Inc. Past Directorships •None in the past five years | | | Professional Experience and Education: Dr. Khator has been Chancellor of the University of Houston System and President of the University of Houston since January 2008. She was Provost and Senior Vice President of the University of South Florida from 2003 through 2007. Prior to this date, she served in a variety of roles at the University of South Florida. Dr. Khator holds a Bachelor’s Degree in Liberal Arts from Kanpur University in India, a Master’s Degree in Political Science from Purdue University and a Ph.D in Political Science and Public Administration from Purdue University. Qualifications: Dr. Khator was nominated to serve on our Board because of her considerable experience in education and administration. She has strong skills in communication, international relations, and proven leadership ability. Her experience in serving as a director of several other governmental and private entities has provided her with expertise in corporate governance. | | |

  16. NOMINEES FOR TRUST MANAGER

    | | D. Keith Oden | | | | Age: 69 Trust Manager since: 1993 | Committees: None | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Oden has been Executive Vice Chairman of the Board since July 2019, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company from 1993 to 2019, as well as from December 2021 to April 2024. He co-founded Camden’s predecessor companies in 1982, and prior to this time served as Director of Financial Planning at Century Development Corporation, and a Management Consultant with Deloitte, Haskins and Sells. Mr. Oden holds both a Bachelor’s Degree in Business Administration and an MBA from the University of Texas at Austin. Qualifications: Mr. Oden was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas, serving as an advisor, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance. | | |

  17. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 15 |

  18. NOMINEES FOR TRUST MANAGER

    | | Frances Aldrich Sevilla-Sacasa INDEPENDENT | | | | Age: 70 Trust Manager since: 2011 | Committees: Nominating, Corporate Governance, and Sustainability (Chair) | | | Current Directorships •Invitation Homes, Inc. (single-family home rental) Past Directorships •New Senior Investment Group (senior housing REIT) (2021)1 •Callon Petroleum Company or its predecessor (oil and gas exploration and development) (2019 - 2024)2 1 Company was acquired in September 2021 2 Company was acquired in April 2024 | | | Professional Experience and Education: Ms. Sevilla-Sacasa is a Private Investor and was CEO of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. She served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and CEO of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an MBA from the Thunderbird School of Global Management. Qualifications: Ms. Sevilla-Sacasa was nominated to serve on our Board because of her considerable experience in financial services, banking, and wealth management. In addition, her experience as a former President and CEO of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the area of corporate governance. | | |

  19. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 16 |

  20. NOMINEES FOR TRUST MANAGER

    | | Steven A. Webster INDEPENDENT | | | | Age: 74 Trust Manager since: 1993 | Committees: Compensation Nominating, Corporate Governance, and Sustainability | | | Current Directorships •Oceaneering International, Inc. (subsea engineering) Past Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) (1993-2024)1 1 Company was acquired in April 2024 | | | Professional Experience and Education: Throughout his business career, Mr. Webster has been active in both venture capital and later stage investing in energy and other industries. After founding Falcon Drilling Company in 1988, he led its initial public offering in 1995 and subsequent merger with Reading & Bates and Cliffs Drilling, to form one of the world’s leading offshore drilling companies (FLC:NYSE). He served as CEO through 1999 just prior to R&B Falcon’s acquisition by Transocean. Mr. Webster was also a co-founder of Carrizo Oil & Gas (CRZO/NASDAQ), Basic Energy Services (BAS/NYSE), Hercules Offshore (HERO/Nasdaq) and numerous privately-held companies in various industries. Following the sale of R&B Falcon, Mr. Webster joined DLJ Merchant Banking to build its private equity practice in the energy space. From 2005 - 2018, he joined other DLJ Merchant Banking principals to co-found and manage Avista Capital Partners (Avista), a private equity firm focusing on energy and healthcare. Through AEC Partners, a successor to Avista, and individually, Mr. Webster remains active in private equity investment in energy and other industries. Mr. Webster holds an MBA from Harvard Business School, and both a BSIM degree and an honorary Doctorate in Management from Purdue University. Qualifications: Mr. Webster was nominated to serve on our Board because of his extensive financial knowledge and executive experience from his tenure as CEO and/or director of a number of publicly traded companies. He has strong skills in corporate finance, capital markets, investments, mergers and acquisitions, and complex financial transactions. In addition, his experience as an officer and director of other corporate boards has provided him with expertise in the area of corporate governance. | | |

  21. NOMINEES FOR TRUST MANAGER

    | | Kelvin R. Westbrook INDEPENDENT | | | | Age: 70 Trust Manager since: 2008 Lead Independent Trust Manager since: 2017 | Committees: Executive | | | Current Directorships •Archer-Daniels Midland Company (agribusiness-crop origination and transportation) •The Mosaic Company (agribusiness-crop nutrition) Past Directorships •T-Mobile USA, Inc. (mobile telecommunications) (2013 - 2025) | | | Professional Experience and Education: Mr. Westbrook has been President and CEO of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services to telecommunications, media, and other industries, since 2007. Prior to this time, he served in a variety of roles at Millennium Digital Media Systems, LLC including Chairman, Chief Strategic Officer, President, and CEO. He previously was President and Chairman of LEB Communications, Inc., and Executive Vice President of Charter Communications. Prior to 1993, he was a Partner in the national law firm of Paul, Hastings, Janofsky & Walker. Mr. Westbrook holds a Bachelor of Arts Degree from University of Washington and a Juris Doctor Degree from Harvard University. Qualifications: Mr. Westbrook was nominated to serve on our Board because of his extensive legal, media, and marketing expertise. He has strong skills in law, corporate finance, mergers and acquisitions, and telecommunications, and substantial executive and leadership experience. In addition, through his service on the boards of directors and board committees of numerous other public companies and not-for-profit entities, Mr. Westbrook has gained in-depth knowledge and expertise in the area of corporate governance. | | |

  22. NOMINEES FOR TRUST MANAGER

    | | 2026 Proxy Statement 17 |

  23. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    DIRECTOR COMPENSATION TABLE - FISCAL - 2025 The table below summarizes the compensation the Company paid to each independent Trust Manager for 2025:

  24. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Total | | Javier E. Benito | $12,500 | $240,228 | $252,728 | | Heather J. Brunner | 30,000 | 240,228 | 270,228 | | Mark D. Gibson | 12,500 | 240,228 | 252,728 | | Scott S. Ingraham | 19,000 | 240,228 | 259,228 | | Renu Khator | 25,000 | 240,228 | 265,228 | | Frances Aldrich Sevilla-Sacasa | 20,000 | 240,228 | 260,228 | | Steven A. Webster | 19,000 | 240,228 | 259,228 | | Kelvin R. Westbrook | 40,000 | 240,228 | 280,228 |

  25. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    (1) Richard J. Campo, Executive Chairman of the Board, D. Keith Oden, Executive Vice Chairman of the Board, and Alexander J. Jessett, CEO, are not included in this table as they are employees and thus receive no additional compensation for their services as Trust Managers. The compensation received by Messrs. Campo, Oden, and Jessett as employees is shown in the Summary Compensation Table on page 44. (2) This column reflects the annual cash fees paid in 2025 to the independent Trust Managers and for service on Board committees as described above. (3) The dollar amount reported is the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 2 to the audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Under Securities and Exchange Commission (“SEC”) rules, the value of share awards is reported as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs, whereas cash awards are reported as compensation for the fiscal year in which the compensation is earned. Accordingly, the grant date fair value of share awards included in the table above is the grant date fair value of share awards granted in 2025. On May 9, 2025, the date of our 2025 Annual Meeting, each independent Trust Manager who was re-elected to the Board received an annual fully vested share award with a grant date fair value of $120,114 (with the difference between this value and $120,000 due to rounding to a whole share). Also, each independent Trust Manager elected to receive, in lieu of the $80,000 annual cash fee for 2025, a share award of 150% of the annual cash fee, or $120,000. Accordingly, on May 9, 2025 each then current independent Trust Manager received an additional share award with a grant date value of $120,114 (with the difference between this value and $120,000 due to rounding to a whole share), which vested 25% on date of grant and will vest 25% in each of the next three years, subject to accelerated vesting upon the Trust Manager reaching the age of 65 years.

  26. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    | | 2026 Proxy Statement 19 |

  27. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    As of December 31, 2025, none of the independent Trust Managers held any vested or unvested ordinary share options and such persons held the following numbers of unvested share awards, in each case related to shares granted to the independent Trust Manager in lieu of annual fees:

  28. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    | Name | Unvested Share Awards | | Javier E. Benito | 1,600 | | Heather J. Brunner | 1,600 | | Mark D. Gibson * | — | | Scott S. Ingraham * | — | | Renu Khator * | — | | Frances Aldrich Sevilla-Sacasa * | — | | Steven A. Webster * | — | | Kelvin R. Westbrook * | — |

  29. DIRECTOR COMPENSATION TABLE - FISCAL - 2025

    * As noted above, unvested equity awards granted to each Trust Manager vest in full at the time the Trust Manager reaches the age of 65 years. Each of these Trust Managers was at least 65 years of age as of December 31, 2025.

  30. Key Executive Compensation Performance Metrics of Achievement

    Key Executive Compensation Performance Metrics of Achievement It is our goal to set challenging, yet achievable, goals for our management team. The key performance metric achievements used to determine the performance award component of executive compensation for our NEOs for 2025 are listed below.

  31. Key Executive Compensation Performance Metrics of Achievement

    | Core FFO Per Share (1) (2) | Same Property NOI Growth (1)(2) | Net Debt/Adjusted EBITDAre (1) (2) | Weighted Average Yields on Stabilized Developments (2) | | $6.88 per share | 0.25% | 4.10 x | 6.47% | | ahead of midpoint of guidance range of $6.60 to $6.90 per share | ahead of midpoint of guidance range of (1.50%) to 1.50% | better than target of 4.75 x | above our targeted proforma |

  32. Key Executive Compensation Performance Metrics of Achievement

    In addition to the key performance metrics discussed above, for Ms. Baker individual goals were established based on her individual business function, leadership, and the Company’s strategic goals and initiatives, and the achievement of these goals was part of the determination of her annual bonus as discussed below under “Elements of Total Annual Direct Compensation-Annual Incentives-Annual Bonus.” Individual goals were not established for Messrs. Campo, Oden, or Jessett given their responsibility for the overall operations and performance of the Company. 1 A reconciliation of net income attributable to common shareholders to FFO and Core FFO, of diluted EPS to FFO and Core FFO per diluted share, of net income to NOI and same property net operating income, and of net income to Adjusted EBITDAre for the year ended December 31, 2025 is contained in Appendix A of this proxy statement.

  33. Key Executive Compensation Performance Metrics of Achievement

    | | 2026 Proxy Statement 31 |

  34. Key Executive Compensation Performance Metrics of Achievement

    2 We consider Core FFO per share to be a key metric used in determining performance bonuses for the CEO and other NEOs. We consider Core FFO to be a helpful measure of operating performance as it excludes not only depreciation expense of real estate assets, but it also excludes certain items which, by nature, are not comparable period over period and therefore tend to obscure actual operating performance. Same Property NOI growth illustrates our ability to grow in current markets. Management considers property NOI to be an appropriate supplemental measure of operating performance because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. In an effort to maintain appropriate and manageable levels of debt, the Company utilized the Net Debt/Adjusted EBITDAre Ratio as a key metric. The Company considers Adjusted EBITDAre to be an appropriate supplemental measure of operating performance because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, weighted average yields from stabilized acquisitions/developments are a key metric.

  35. Determination of Compensation

    Executive Officer Roles in Setting Compensation. For 2025, Messrs. Campo and Oden made recommendations to the Compensation Committee based on the compensation philosophy and objectives set by the Compensation Committee as well as current business conditions. More specifically, for each NEO, Messrs. Campo and Oden reviewed competitive market data and recommended to the Compensation Committee performance measures and target goals for use under the Company’s annual bonus program, in each case for the review, discussion, and approval of the Compensation Committee. For each NEO other than themselves, Messrs. Campo and Oden also reviewed the rationale and guidelines for compensation and annual share awards for the review, discussion, and approval of the Compensation Committee. Messrs. Campo and Oden attended meetings of the Compensation Committee at the request of the Compensation Committee chair, but did not attend executive sessions and did not participate in any Compensation Committee discussions relating to the final determination of their own compensation. Competitive Considerations. Salaries, annual bonus levels, and long-term incentive award grant levels for the NEOs are determined by the Compensation Committee based on its subjective evaluation of a variety of factors, including: l the nature and responsibility of the executive’s position; l the impact, contribution, expertise, and experience of the individual NEO; l the importance of retaining the individual along with the competitiveness of the market for the individual NEO’s talent and services; l internal equity relative to compensation among the NEOs and external equity relative to compensation of executives in similar positions with the peer group companies discussed below; and l the recommendations of Messrs. Campo and Oden (as to the other NEOs). Camden operates and recruits talent across diverse markets and makes each compensation decision in the context of the particular situation, including the individual’s specific roles, responsibilities, qualifications, and experience. The Compensation Committee took into account information about the competitive market for executive talent, but because individual roles and experience levels vary among companies and NEOs, the Compensation Committee believed reviewing external compensation should be only one of a variety of factors for establishing compensation. Therefore, the Compensation Committee generally reviewed information regarding competitive conditions from a variety of sources in making compensation decisions. These sources included reports of the Compensation Committee’s outside compensation consultant, CBIZ Talent and Compensation Solutions (“CBIZ”), industry studies and compensation surveys, and publicly available information regarding a peer group of public REITs listed and discussed below. In reviewing these studies and surveys, the Compensation Committee considered aggregate information only and did not focus on any particular company within these studies and surveys (other than the peer companies specified below). Compensation Consultant. The Compensation Committee retained CBIZ, a consulting firm specializing in executive compensation and corporate governance, to provide advice on Camden’s executive compensation program for 2025. Neither CBIZ nor any of its affiliates provided any services to Camden or any of its affiliates during 2025 except for the executive compensation consulting services provided to the Compensation Committee. In 2025, CBIZ’s services included advising the Compensation Committee with regards to the following: (i) Company goal setting; (ii) determining the membership of the Company’s 2025 peer group, as described below; and (iii) the amount and form of compensation for the NEOs, as described below. The Compensation Committee has assessed the independence of CBIZ and believes its engagement of CBIZ raises no conflicts of interest with the Company or any of its Board members or executive officers. Peer Group. The Compensation Committee, with the advice of CBIZ, selected the companies identified in the chart below to make up the Company’s peer group considered by the Compensation Committee in making its executive compensation decisions for 2025, including salary and target bonus levels. The Compensation Committee selected these companies because they were public REITs the Compensation Committee considered to be similar to the Company when taking the following factors into account (in the aggregate,

  36. Determination of Compensation

    | Camden Property Trust 2025 Peer Group | | | American Homes 4 Rent | Gaming & Leisure Properties, Inc. | | AvalonBay Communities, Inc. | Invitation Homes, Inc. | | Brixmor Property Group, Inc. | Kimco Realty Corporation | | CubeSmart | Mid-America Apartment Communities, Inc. | | Douglas Emmett, Inc. | NNN REIT, Inc. | | Equity LifeStyle Properties, Inc. | Sun Communities, Inc. | | Equity Residential | The Macerich Company | | Essex Property Trust, Inc. | UDR, Inc. | | Federal Realty Investment Trust | |

  37. Annual Incentives

    Annual Incentives Annual Bonus. The Compensation Committee established a target annual bonus, as a percentage of base salary, for each NEO. The 2025 target bonus percentage for each of Messrs. Campo and Oden was 400%, for Mr. Jessett was 325%, and for Ms. Baker was 250%. In determining the target bonus for each NEO, the Compensation Committee took into account the factors discussed on page 33 under Competitive Considerations. The maximum bonus which may be awarded to a NEO for 2025 was 175% of the Executive’s target bonus. To more fully tie compensation to long-term performance, NEOs may elect to receive up to 50% of their annual bonuses in Camden shares. To the extent a NEO elects to receive shares, the price used to determine the number of shares is two-thirds of our closing share price on the date the shares are issued (i.e., the value of the shares at the time of grant is 150% of the cash portion of the annual bonus the NEO would have otherwise received in cash). Historically, most NEOs have elected to receive the maximum 50% of their bonus in shares (and all of the NEOs elected to receive the maximum in shares for 2025), further tying each officer's compensation to longer term shareholder value creation. To provide an additional retention incentive, the shares issued pursuant to these grants vest 25% on the grant date and 25% on February 15th of each of the next three years, subject to accelerated vesting upon the executive's attaining age 65 with at least ten years of service with the Company (“Retirement Eligible”), or in connection with certain terminations as described in “Potential Payments Upon Termination or Change in Control” below. Messrs. Campo and Oden became Retirement Eligible in 2019 and 2021, respectively, and therefore all new bonus share awards granted to either of them vest on date of grant. Neither of the other NEOs are currently Retirement Eligible. The annual bonus process for the NEOs involved the following basic steps for 2025:

  38. Annual Incentives

    | 1 | Set Company Financial Goals | The Compensation Committee discussed recommendations for financial performance measures and performance ranges for the Company with Messrs. Campo and Oden, and then set performance goals for the Company. | | 2 | Setting Other Performance Objectives | For Ms. Baker, the Compensation Committee approved other performance objectives based on her individual areas of responsibility, which are described below. These objectives took into account the recommendations of Messrs. Campo and Oden and were intended to account for performance beyond purely financial measures. Individual performance objectives were not set for Messrs. Campo, Oden, or Jessett due to their broad oversight for the overall operations of the Company. |

  39. Annual Incentives

    | | 2026 Proxy Statement 35 |

  40. Annual Incentives

    | 3 | Setting Weightings of Goals and Objectives | The Compensation Committee approved the weightings of the financial goals and other performance objectives to help incentivize a high level of performance by the individual executive. These weightings took into account the recommendations of Messrs. Campo and Oden. | | | 4 | Measuring Performance | After the end of the year, the Compensation Committee reviewed actual performance against each of the financial goals and other performance objectives established at the outset of the year. In determining the extent to which the financial goals were met for a given period, the Compensation Committee exercised its judgment whether to reflect or exclude the impact of equity offerings, changes in accounting principles, and non-recurring, extraordinary, unusual or infrequently occurring events. Consistent with its philosophy that a higher percentage of the most senior NEOs’ compensation should be tied to Company performance measures, the broader the individual’s position, the more heavily the bonus opportunity was weighted by the Company’s performance. | | | | | Messrs. Campo, Oden, and Jessett Ms. Baker | 100% Company performance 50% Company/50% Individual | | 5 | Final Bonus Determination | The next step in the process was to determine each NEO’s actual bonus taking into account the NEO’s target bonus opportunity and actual performance results achieved for the year. The Compensation Committee exercised its judgment and discretion in setting the final amounts for each NEO’s actual bonus for the year. | |

  41. Annual Incentives

    The 2025 individual weighted performance objectives, established by the Compensation Committee for Ms. Baker, and her overall achievement, were as follows:

  42. Annual Incentives

    | Executive/Weightings | Individual Performance Metrics | Weighting |

  43. Annual Incentives

    | Same property NOI performance and achievement of operational budgets | 25% | | The effectiveness of utilizing strengths to manage certain Company human capital initiatives | 25% | | The effectiveness in training, mentoring, and developing personnel and managing business processes to maximize customer sentiment | 25% | | The achievement of corporate and regional budgets | 15% | | The effectiveness in developing and promoting corporate culture to employees | 10% | | Overall Achievement - 95% | |

  44. Annual Incentives

    With respect to annual bonuses paid to NEOs based on Company performance, for 2025, the Compensation Committee utilized the same goals and the same weightings assigned to each goal as used to determine annual performance awards, all as described below under “Performance Award.” As also described above, each of the NEOs elected to receive 50% of the executive's annual bonus in the form of a share award. The following table shows each NEO’s total annual bonus for 2025 before the share award conversion and the portion of each NEO’s annual bonus paid for 2025 which was paid in cash, with the balance having been converted to a share award as described above.

  45. Annual Incentives

    | | 2026 Proxy Statement 36 |

  46. Annual Incentives

    | Named Executive Officer | Total Annual Bonus for 2025 | Portion of Annual Bonus for 2025 Paid in Cash | | Richard J. Campo | $4,626,490 | $2,313,245 | | D. Keith Oden | 4,626,490 | 2,313,245 | | Alexander J. Jessett | 2,475,542 | 1,237,771 | | Laurie A. Baker | 1,959,385 | 979,693 |

  47. Annual Incentives

    The number of shares subject to each 2025 annual bonus share award granted by the Company is set forth below.

  48. Annual Incentives

    | Named Executive Officer | Grant Date | Number of Shares | Award Type | | Richard J. Campo1 | 2/25/26 | 31,881 | Annual Bonus-Share Award | | D. Keith Oden1 | 2/25/26 | 31,881 | Annual Bonus-Share Award | | Alexander J. Jessett | 2/25/26 | 17,059 | Annual Bonus-Share Award | | Laurie A. Baker | 2/25/26 | 13,502 | Annual Bonus-Share Award |

  49. Annual Incentives

    1 Messrs. Campo and Oden became Retirement Eligible in 2019 and 2021, respectively, and all new Annual Bonus-Share awards granted to either of them vest on date of grant. Neither of the other NEOs are currently Retirement Eligible. The amounts of the annual bonus paid to each NEO in the form of cash and share awards are set forth in the table below under “2025 Compensation Decisions” in the columns labeled “Annual Bonus.” (page 40). In accordance with SEC rules, the portion of the annual bonus paid in cash is reported in the Summary Compensation Table (page 44) in the column under “Non-Equity Incentive Plan Compensation” for 2025. The portion of the annual bonus paid in shares will be reported for each then-applicable NEO in the Summary Compensation Table under “Stock Awards” and in the Grants of Plan-Based Awards Table in the proxy statement for the Company’s 2027 Annual Meeting of shareholders because the shares were not issued until 2026. Subject to the Retirement Eligible designation and the acceleration of awards in certain circumstances as described below under “Potential Payments Upon Termination or Change in Control,” annual bonus share awards vest 25% immediately upon grant with the remaining 75% vesting in equal installments of 25% on February 15 of each of the following three years. As noted above, the price used to determine the number of shares subject to the annual bonus share awards is two-thirds of our share price on the grant date (i.e., the value of the shares at the time of grant is 150% of the value of the portion of the annual bonus the NEO would have otherwise received if a cash payment had been elected). Performance Award. The performance award compensation program provides for an additional award linked to corporate annual performance. The objective of the award program is to reward individuals for the achievement of specific corporate goals, which the Compensation Committee believes correlate closely with the growth of long-term shareholder value. Under this performance award program, the NEOs have been awarded notional common shares, which do not represent actual common shares, the number of which is based upon their position with the Company. The notional shares expire on the tenth anniversary of the date of grant, and are automatically renewed for a new ten-year period, subject to approval by the Compensation Committee, on the date of expiration. Each NEO held the same notional shares in 2025 as in 2024. The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage, determined based on Company performance as described below, of the actual dividends declared during the year for Company common shares.

  50. Annual Incentives

    | | 2026 Proxy Statement 37 |

  51. Annual Incentives

    Listed below are the Company performance goals which were established for 2025 and utilized by the Compensation Committee to determine the amount of the payment for 2025 annual performance awards for the NEOs, along with the weightings assigned to each goal and the Company’s achievement of the 2025 performance goals.

  52. Annual Incentives

    | | Weight | Threshold Goal (75% Payout) | Target Goal (100% Payout) | Maximum (150% Payout) | Actual Performance | Achievement | | Core FFO per share | 40% | $6.60 | $6.75 | $6.90 | $6.88 | 143% | | Same property NOI growth | 30% | (1.50%) | 0.00% | 1.50% | 0.25% | 108% | | Net Debt/Adjusted EBITDAre Ratio | 25% | 5.00 x | 4.75 x | 4.50 x | 4.10 x | 150% | | Underwritten Yields on Acquisitions/Developments1 | 5% | 6.09% | 6.34% | 6.59% | 6.47% | 126% | | Total | 100% | | | | | 134% |

  53. Annual Incentives

    1 Based on Camden NoDa. Based on the achievements and weightings described above, the Compensation Committee determined the overall achievement percentage of Company performance for 2025 was 134%. Based upon the 134% overall achievement level reached, each of the NEOs received the following cash payments in 2026 under the Performance Award Program for performance in 2025 based on the following number of notional shares held by the NEO:

  54. Annual Incentives

    | Named Executive Officer | Number of Notional Shares | 2025 Performance Award Cash Payments | | Richard J. Campo | 60,000 | $337,680 | | D. Keith Oden | 60,000 | 337,680 | | Alexander J. Jessett | 45,000 | 253,260 | | Laurie A. Baker | 45,000 | 253,260 |

  55. Annual Incentives

    These cash payments are reflected in the table below under “2025 Compensation Decisions” in the column entitled “Performance Award” (page 40), and are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table (page 44).

  56. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Purpose. The long-term incentive program provides annual awards in the form of share awards and/or share options, which vest over 36 months, subject to Retirement Eligibility in certain circumstances. The objective of the program is to align compensation for the NEOs over a multi-year period directly with the interests of shareholders by motivating and rewarding creation and preservation of long-term shareholder value. To further this objective, we have adopted Share Ownership Guidelines as described on page 27 above which provide for the NEOs to own a specified level of our shares. In determining the levels of long-term incentives to award the NEOs, the Compensation Committee considers the factors discussed on page 33 under Competitive Considerations.

  57. Long-Term Incentive Compensation

    | | 2026 Proxy Statement 38 |

  58. Long-Term Incentive Compensation

    Equity-Based Awards. Share and option awards reward shareholder value creation in slightly different ways. Option awards (which have exercise prices equal to the fair market value of the Company’s common shares on the date of grant) reward the NEOs only if the share price increases from the date of grant. In recent years, our equity-based awards to NEOs have generally been in the form of share awards as the value of these share awards fluctuates both up and down with the prices of our shares, and a fewer number of shares are required to produce share awards with a particular grant date fair value (when compared to option awards, where a larger number of options is required to produce the same grant date fair value). This structure has helped to limit shareholder dilution. Long-Term Compensation Awards. The Compensation Committee reviewed our equity-based award program and determined our equity-based awards for 2025 would follow a framework similar to our equity-based awards for 2024 and include annual share awards and annual bonus share awards. However, to further enhance the performance-based aspects of our executive compensation program, the Compensation Committee determined the annual share awards granted to our executive officers in February 2026 would be in the form of share units which are subject to both time-based and performance-based vesting requirements (“Performance Share Units” or “PSUs”) rather than share awards subject to only time-based vesting requirements (the annual bonus share award structure would not change). We believe PSUs will further strengthen the alignment of executive compensation with long-term shareholder value creation. The Compensation Committee determined the vesting of these PSU awards for our NEOs would be based 50% on the Company’s Average Net Debt to Annualized Adjusted EBITDAre Ratio and Core FFO Per Share for each of fiscal years 2026, 2027, and 2028 against performance targets established by the Compensation Committee for each metric and 50% on the Company’s total shareholder return (“TSR”) for the three-year period consisting of fiscal years 2026, 2027, and 2028 compared to the TSRs for the companies in the FTSE NAREIT Equity Apartment Index and the FTSE NAREIT Equity REIT Index during this period. The vesting of the award is also subject to the NEO’s continued employment with the Company through the last day of fiscal year 2028 (with this requirement being deemed met if the NEO’s employment terminates due to a qualifying event, retirement, death, or disability). PSUs come with dividend equivalent rights (“DERs”) which allow grantees to receive additional PSUs when the Company pays cash dividends on common shares during the performance period. DERs accumulate on both original PSUs and previously credited DERs throughout the performance period and follow the same vesting and payout rules as the underlying PSUs. PSUs granted in 2026 are subject to settlement in the Company’s common shares at the end of the three-year performance period. The target number of PSUs granted by the Company in 2026 which may be earned for the 2026 to 2028 performance period are shown below.

  59. Long-Term Incentive Compensation

    | Named Executive Officer | Grant Date | Target Dollar Value (1) | Target Number of Shares (1) | Award Type | | Richard J. Campo | 2/25/26 | $1,837,204 | 16,027 | Performance Share Unit | | D. Keith Oden | 2/25/26 | 1,837,204 | 16,027 | Performance Share Unit | | Alexander J. Jessett | 2/25/26 | 1,393,126 | 12,153 | Performance Share Unit | | Laurie A. Baker | 2/25/26 | 770,327 | 6,720 | Performance Share Unit |

  60. Long-Term Incentive Compensation

    1 Amounts reflect a hypothetical 100% payout resulting from achieving "target" performance. Actual payouts will be in a range of 0% to 200% of these amounts, as determined by actual performance results. The grant date fair values of the PSUs granted in February 2026 will be included in the Summary Compensation table and the Grants of Plan-Based Awards table in the proxy statement for the 2027 Annual Meeting of shareholders for each then named executive officer. In February 2025, the Compensation Committee also approved annual share awards for each of the NEOs based on 2024 performance. These awards are described in the Company’s proxy statement for its 2025

  61. Long-Term Incentive Compensation

    | | 2026 Proxy Statement 39 |

  62. Long-Term Incentive Compensation

    Annual Meeting. Pursuant to SEC rules, the grant date fair values of the annual share awards granted in February 2025 are included in the Summary Compensation Table under "Stock Awards" and Grants of Plan-Based Awards Table below in this proxy statement as 2025 compensation. Subject to the Retirement Eligible designation and the acceleration of awards in certain circumstances as described below under “Potential Payments Upon Termination or Change in Control,” annual share awards granted in 2025 vest in three equal annual installments, beginning on February 15th of the year following the year of grant.

  63. 2025 COMPENSATION DECISIONS

    | | | Annual Bonus | | | Long-Term Compensation | | | Name | Salary | Cash Bonus | Share Award (1) | Performance Award | Share Award (2) | Total | | Richard J. Campo | $764,909 | $2,313,245 | $3,469,928 | $337,680 | $1,837,204 | $8,722,966 | | D. Keith Oden | 764,909 | 2,313,245 | 3,469,928 | 337,680 | 1,837,204 | 8,722,966 | | Alexander J. Jessett | 646,596 | 1,237,771 | 1,856,702 | 253,260 | 1,393,126 | 5,387,455 | | Laurie A. Baker | 584,349 | 979,693 | 1,469,558 | 253,260 | 770,327 | 4,057,187 |

  64. 2025 COMPENSATION DECISIONS

    (1)The dollar amount reported is the aggregate grant date fair value of bonus share awards granted in February 2026 computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts for the annual bonus share awards are included in note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 included in its Annual Report on Form 10-K for the year ended December 31, 2025. (2)Amounts reflect a hypothetical 100% payout resulting from achieving "target" performance. Actual payouts will be in a range of 0% to 200% of these amounts, as determined by actual performance results. The reported dollar amount is the aggregate grant date fair value of PSUs granted in February 2026 computed in accordance with ASC 718, Compensation-Stock Compensation. The fair value of PSUs based on operating metrics for the 2026-2028 performance period is based on the closing price of our common shares on the grant date. The fair value of PSUs based on TSR metrics for the same performance period is based on the Monte Carlo valuation as of the grant date.

  65. Deferred Compensation Plans and Termination Payments

    Deferred Compensation Plans and Termination Payments Deferred Compensation Plans. Camden maintains a deferred compensation plan for the benefit of the Company’s Trust Managers, officers, and other key employees in which the participant may elect to defer cash compensation and share awards, including PSUs, and, prior to 2005, certain options granted under Camden’s share incentive plans. We believe providing these individuals with the opportunity to defer compensation is a cost-effective way to permit them to receive the tax benefits associated with delaying the income tax event on the deferred amount, even though the related deduction for Camden is also deferred. Termination and Change in Control Payments. Since the Company’s initial public offering in 1993, it has provided certain of its officers with the ability to receive severance payments, plus, in some cases, a gross-up payment, if certain situations occur, such as termination without cause or a change in control. The objective of these benefits is to recruit and retain talent in a competitive market. Benefits which would be provided in connection with a change in control are also intended to motivate officers to remain with the Company through the transaction despite the uncertainty and dislocation which arises in the context of change in control situations. These potential payments for the NEOs are summarized below and more fully described under “Potential Payments Upon Termination or Change in Control” (page 49). The Company’s agreements with its NEOs which include tax gross-up provisions were entered into prior to 2013. Since this time, the Company has not entered into any new arrangements with its NEOs which include tax gross-up provisions. Perquisites and Other Personal Benefits. The Company does not provide material perquisites or other benefits to the NEOs. The NEOs participate in the Company’s 401(k) and other benefit plans on the same terms as other employees.

  66. Employment Agreements

    Employment Agreements To help recruit and retain talent in a competitive market, the Company enters into employment agreements with all of its NEOs. The agreements with Messrs. Campo and Oden expire on July 22, 2026. However, on July 22 of each year, the expiration date of the agreements with Messrs. Campo and Oden will automatically be extended by one additional year. The current agreements with the other NEOs each expires on August 20, 2027. However, on August 20 of each year, the expiration date of the agreements with these NEOs will automatically be extended by one additional year, unless either party provides notice of termination at least six months prior to the date of expiration. The agreements generally provide an executive’s annual base salary

  67. Employment Agreements

    | | 2026 Proxy Statement 41 |

  68. Employment Agreements

    may be increased, but it may not be decreased, by the Company. The agreements also provide each NEO is eligible for annual incentive compensation and long-term compensation as determined by the Board or the Compensation Committee in its sole discretion, and to health/dental insurance, life insurance, disability insurance, and similar benefits available to employees. Each employment agreement contains provisions relating to compensation payable to the respective NEO in the event of a change in control of the Company or a termination of such NEO’s employment, which provisions, as in effect as of December 31, 2025, are described below under “Potential Payments Upon Termination or Change in Control” (page 49). Each employment agreement includes a confidentiality covenant and twelve month post-termination non-compete and non-solicitation covenants (provided the non-compete and non-solicitation covenants will not apply in the case of a termination by the Company without cause, or, in the case of Messrs. Campo and Oden, by the executive with good reason). The employment agreements also provide the executive is entitled to reimbursement of legal fees and expenses related to disputes regarding the employment agreement following a change in control of the Company.

  69. Compensation Policies and Practices Relating to Risk Management

    Compensation Policies and Practices Relating to Risk Management The Compensation Committee conducts regular analytical reviews focusing on several key areas of Camden’s compensation program for its NEOs, including external market compensation data, pay mix, selection of performance metrics, goal setting process, and internal equity (compensation differences between individuals). These reviews provide a process to consider if any of Camden’s current programs, practices, or procedures regarding NEO compensation should be altered to help ensure Camden maintains an appropriate balance between prudent business risk and resulting compensation. As a result of this process, the Compensation Committee believes while a significant portion of Camden’s NEO compensation program is performance-based, the program does not encourage excessive or unnecessary risk taking and Camden’s policies and procedures are designed to appropriately balance between annual goals and Camden’s long-term financial success and growth. While risk taking is a necessary part of growing a business, the Compensation Committee focuses on aligning Camden’s compensation policies with its long-term interests so as to not encourage excessive or unnecessary risk taking, as follows: l Use of Long-Term Compensation. In general, more than half of each NEO’s total compensation is non-cash compensation in the form of long-term equity based awards to more closely align the interests of Camden’s NEOs with those of Camden’s shareholders and to maximize retention (as to awards granted to executives who are not Retirement Eligible) insofar as equity based awards are subject to time-based vesting. As described above, the Compensation Committee determined the NEOs’ equity awards for 2025 (granted in February 2026) would be in the form of PSUs which would vest based on the Company’s performance over a three-year period, with 50% of the award tied to the Company’s financial performance against goals established annually by the Compensation Committee and 50% of the award tied to the Company’s TSR compared to the TSRs of FTSE NAREIT equity apartment and equity REIT index companies over the same three-year period. These awards are also subject to a three-year time-vesting requirement, with this requirement being deemed met (or partly met) in connection with certain termination of the NEO’s employment as described under “Potential Payments Upon Termination or Change in Control” below. These vesting requirements encourage NEOs to focus on sustaining Camden’s long-term performance and the achievement of specific goals deemed important to Camden’s long-term success, and as the vesting of the awards is generally not determined until the end of the three-year performance period, the NEOs hold outstanding awards for an extended period which could decrease significantly in value if Camden’s stock price declines in value. l Payment of Annual Bonuses in Shares. To tie compensation more fully to long-term performance, NEOs may elect to receive up to 50% of their annual bonuses in shares of the Company. To the extent a NEO elects to receive shares, the price used to determine the

  70. Compensation Policies and Practices Relating to Risk Management

    number of shares is two-thirds of our share price at the time the shares are issued (i.e., the value of the shares at the time of grant is 150% of the value of the cash the NEO would have otherwise received). These shares vest 25% on date of grant and 25% in each of the next three years subject to accelerated vesting when the holder becomes Retirement Eligible, or upon certain terminations of the holder’s employment as described under “Potential Payments Upon Termination or Change in Control” below. Historically, most NEOs have elected to receive the maximum 50% in shares, further aligning the executive’s compensation with the creation of shareholder value and, as to executives who are not Retirement Eligible, providing for a portion of the executive’s bonus to be paid in unvested shares, which could decrease significantly in value if Camden’s stock price declines in value, as opposed to a cash payment. As to Messrs. Campo and Oden (each of whom is Retirement Eligible), the Compensation Committee believes their substantial Company shareholdings also closely align their interests with those of Camden’s shareholders generally. l Share Ownership Guidelines. The Board has adopted a share ownership policy for the NEOs, which is described above under “Governance of the Company-Share Ownership Guidelines.” Each NEO currently meets the applicable ownership target. The Compensation Committee believes these guidelines help to ensure each NEO will have a significant amount of personal wealth tied to long-term holdings in Camden’s shares. l Use of Clawbacks. As discussed above, the Company maintains a clawback policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. l Performance Metrics. The Compensation Committee believes in linking pay with performance. In 2025, Camden used a variety of quantifiable performance metrics for the annual performance awards, as described in more detail under “Compensation Discussion and Analysis-2025 Compensation Decisions.” In summary, by structuring Camden’s compensation program so a considerable amount of an NEO’s compensation is tied to Camden’s long-term success and share value, we believe we avoid creating the type of disproportionately large short-term incentives which could encourage the NEOs to take risks which are not in Camden’s long-term interests. Camden provides incentives for the NEOs to manage for long-term growth in a prudent manner. Based on the Compensation Committee’s annual reviews of Camden’s compensation programs, including its evaluation of pay mix, performance metrics, performance ranges, payout curves, internal and external pay equity, and the balance between short-term and long-term incentives, the Compensation Committee has concluded the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company. This Compensation Discussion and Analysis includes certain discussions regarding the Company, its business, and individual measures used in assessing performance. These measures are discussed in the limited context of our executive compensation program. You should not interpret them as statements of the Company’s expectations or as any form of guidance by the Company. We caution and urge you not to apply the statements or disclosures made in this Compensation Discussion and Analysis in any other context.

  71. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    SUMMARY COMPENSATION TABLE - FISCAL 2023-2025 The table below summarizes the total compensation earned by each of the NEOs during each of the three years ended December 31, 2023, December 31, 2024 and December 31, 2025.

  72. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    | Name and Principal Position (1) | Year | Salary | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Richard J. Campo Executive Chairman of the Board | 2025 | $764,909 | $4,898,680 | $2,650,925 | $3,000 | $8,317,514 | | | 2024 | 742,630 | 4,033,076 | 2,446,558 | 2,504 | 7,224,768 | | | 2023 | 721,000 | 4,033,131 | 2,154,173 | 3,000 | 6,911,304 | | D. Keith Oden Executive Vice Chairman of the Board | 2025 | $764,909 | $4,898,680 | $2,650,925 | $3,000 | $8,317,514 | | | 2024 | 742,630 | 4,033,076 | 2,446,558 | 3,000 | 7,225,264 | | | 2023 | 721,000 | 4,033,131 | 2,154,173 | 3,000 | 6,911,304 | | Alexander J. Jessett Chief Executive Officer | 2025 | $646,596 | $3,010,548 | $1,491,031 | $3,000 | $5,151,175 | | | 2024 | 627,763 | 2,138,233 | 1,382,952 | 3,000 | 4,151,948 | | | 2023 | 609,479 | 2,138,181 | 1,113,842 | 3,000 | 3,864,502 | | Laurie A. Baker President and Chief Operating Officer | 2025 | $584,349 | $2,067,433 | $1,232,953 | $3,000 | $3,887,735 | | | 2024 | 567,329 | 1,616,245 | 1,148,335 | 3,000 | 3,334,909 | | | 2023 | 550,805 | 1,616,215 | 991,463 | 3,000 | 3,161,483 |

  73. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    (1) For all of 2025, Mr. Campo served as Chairman of the Board and CEO, Mr. Jessett served as President and Chief Financial Officer, and Ms. Baker served as Executive Vice President-Chief Operating Officer. Effective March 24, 2026, our executive officers are the persons listed above under “Executive Officers.” (2) The dollar amount reported is the aggregate grant date fair value of share awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 included in its Annual Report on Form 10-K for the year ended December 31, 2025. Under SEC rules, the value of share awards is reported as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs, whereas cash awards are reported as compensation for the fiscal year in which the compensation is earned. Accordingly, the value of share awards included in the table above is the grant date fair value of share awards granted in 2025. As discussed above in the Compensation Discussion and Analysis, in February 2026 the Compensation Committee assessed company and individual performance levels for 2025, and granted annual share awards and determined 2025 annual bonuses for the NEOs based on this assessment. The Compensation Committee’s view is all share awards granted in February 2026 relate to 2025 (including the portion of 2025 annual bonuses the NEOs elected to receive in shares instead of cash). However, in accordance with applicable SEC rules, the cash bonuses awarded based on 2025 performance are reported in the Summary Compensation Table as compensation for 2025, while the share grants awarded in February 2026 will be reported in the executive compensation tables in next year’s proxy statement as compensation for 2026.

  74. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    | | 2026 Proxy Statement 44 |

  75. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    The following table sets forth the portions of the annual bonuses for each year the NEO elected to have paid in shares (both the number of shares paid and the dollar value of those shares based on the closing price for a share on the applicable payment date):

  76. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    | | 2025 1 | | 2024 2 | | 2023 3 | | | Named Executive Officer | Shares | Value | Shares | Value | Shares | Value | | Richard J. Campo | 26,531 | $3,154,536 | 30,057 | $2,867,738 | 24,394 | $2,867,759 | | D. Keith Oden | 26,531 | 3,154,536 | 30,057 | 2,867,738 | 24,394 | 2,867,759 | | Alexander J. Jessett | 14,196 | 1,687,904 | 14,654 | 1,398,138 | 11,893 | 1,398,141 | | Laurie A. Baker | 11,236 | 1,335,960 | 12,730 | 1,214,569 | 10,331 | 1,214,512 |

  77. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    1 As determined by the Compensation Committee on February 19, 2025, based on 2024 performance. 2 As determined by the Compensation Committee on February 21, 2024, based on 2023 performance. 3 As determined by the Compensation Committee on February 22, 2023, based on 2022 performance. In each case, the balance of the annual bonus for the applicable year was paid in cash in the amounts reported in note (2) below. (3) The following tables set forth for each NEO the portion of the officer’s annual bonus paid in cash and the amount awarded to the officer under our Performance Award Program: (a) Portions of the annual bonus paid in cash as follows:

  78. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    | Named Executive Officer | 2025 1 | 2024 2 | 2023 3 | | Richard J. Campo | $2,313,245 | $2,102,950 | $1,911,773 | | D. Keith Oden | 2,313,245 | 2,102,950 | 1,911,773 | | Alexander J. Jessett | 1,237,771 | 1,125,246 | 932,042 | | Laurie A. Baker | 979,693 | 890,629 | 809,663 |

  79. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    1 As determined by the Compensation Committee on February 25, 2026, based on 2025 performance, as discussed in more detail starting on page 35 under the heading “Annual Bonus.” 2 As determined by the Compensation Committee on February 19, 2025, based on 2024 performance. 3 As determined by the Compensation Committee on February 21, 2024, based on 2023 performance. (b) Cash awards made under the Performance Award Program, which is discussed in further detail on page 37 under the heading “Performance Award,” as follows:

  80. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    | Named Executive Officer | 2025 | 2024 | 2023 | | Richard J. Campo | $337,680 | $343,608 | $242,400 | | D. Keith Oden | 337,680 | 343,608 | 242,400 | | Alexander J. Jessett | 253,260 | 257,706 | 181,800 | | Laurie A. Baker | 253,260 | 257,706 | 181,800 |

  81. SUMMARY COMPENSATION TABLE - FISCAL 2023-2025

    (4) Represents matching contributions under the Company’s 401(k) plan.

  82. GRANTS OF PLAN BASED AWARDS - FISCAL 2025

    GRANTS OF PLAN BASED AWARDS - FISCAL 2025 The following table sets forth certain information with respect to awards granted during the year ended December 31, 2025 for each NEO under the annual bonus, performance award and long-term compensation programs. The amounts shown in the All Other Stock Awards: Number of Shares of Stock or Units column reflect the share awards granted in February 2025 with respect to performance in 2024. The Company did not grant any option awards during 2025.

  83. GRANTS OF PLAN BASED AWARDS - FISCAL 2025

    | | 2026 Proxy Statement 45 |

  84. GRANTS OF PLAN BASED AWARDS - FISCAL 2025

    | Named Executive Officer | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | | | | Richard J. Campo | 2/19/25 (1) | — | $3,059,636 | $5,354,363 | | | | | 2/19/25 (2) | — | 252,000 | 378,000 | | | | | 2/19/25 (3) | — | | | 14,669 | $1,744,144 | | | 2/19/25 (4) | — | | | 26,531 | 3,154,536 | | D. Keith Oden | 2/19/25 (1) | — | $3,059,636 | $5,354,363 | | | | | 2/19/25 (2) | — | 252,000 | 378,000 | | | | | 2/19/25 (3) | — | | | 14,669 | $1,744,144 | | | 2/19/25 (4) | — | | | 26,531 | 3,154,536 | | Alexander J. Jessett | 2/19/25 (1) | — | $2,101,437 | $3,677,515 | | | | | 2/19/25 (2) | — | 189,000 | 283,500 | | | | | 2/19/25 (3) | — | | | 11,124 | $1,322,644 | | | 2/19/25 (4) | — | | | 14,196 | 1,687,904 | | Laurie A. Baker | 2/19/25 (1) | — | $1,460,873 | $2,556,527 | | | | | 2/19/25 (2) | — | 189,000 | 283,500 | | | | | 2/19/25 (3) | — | | | 6,152 | $731,473 | | | 2/19/25 (4) | — | | | 11,236 | 1,335,960 |

  85. GRANTS OF PLAN BASED AWARDS - FISCAL 2025

    (1) Reflects the target and maximum payment level for 2025 under the annual bonus program. However, the NEOs may elect to receive up to 50% of their annual bonuses in Camden shares, the grant date fair value of which would be included in the Stock Awards column in the Summary Compensation Table for the year in which the grant is made. The methodology for determining the number of shares to be issued and the vesting requirements are described above under “Annual Incentives” in the Compensation Discussion and Analysis. The actual amounts received by the NEOs under the annual bonus program for 2025 are set out in the Compensation Discussion and Analysis and the notes to the Summary Compensation Table. The Company does not include a threshold payout level under its annual bonus program. (2) Reflects the target and maximum payment levels for 2025 under the performance award program, which levels were established in February 2025. The actual amounts received by the NEOs under the performance award program for 2025 are set out in the Compensation Discussion and Analysis and the notes to the Summary Compensation Table. The Company does not include a threshold payout level under its performance award program. (3) Reflects awards granted in February 2025 under the long-term incentive program for performance in 2024. The award vests in three equal annual installments beginning on February 15th following the first anniversary of the date of the grant (subject to the Retirement Eligible provision as defined on page 35 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 49), except the awards granted to Messrs. Campo and Oden fully vested at grant as they were Retirement Eligible. (4) Reflects awards granted in February 2025 under the annual bonus program for performance in 2024 pursuant to the NEO’s election to receive a portion of the 2024 annual bonus in shares. The award vests 25% on the date of grant and 25% on February 15th of each of the next three years (subject to the Retirement Eligible provision as defined on page 35 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 49), except the awards granted to Messrs. Campo and Oden fully vested at grant as they were Retirement Eligible.

  86. GRANTS OF PLAN BASED AWARDS - FISCAL 2025

    | | 2026 Proxy Statement 46 |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table sets forth certain information with respect to the market value as of December 31, 2025 of all unvested share awards held by each NEO as of December 31, 2025. No NEO held any option awards on December 31, 2025.

  88. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | | Stock Awards | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | | Named Executive Officer | | | | | Richard J. Campo (2) | | — | $— | | D. Keith Oden (2) | | — | $— | | Alexander J. Jessett (3) | 2/22/2023 | 5,073 | $558,436 | | | 2/21/2024 | 12,499 | $1,375,890 | | | 2/29/2025 | 21,771 | $2,396,552 | | Laurie A. Baker (3) | 2/22/2023 | 3,722 | $409,718 | | | 2/21/2024 | 9,172 | $1,009,654 | | | 2/29/2025 | 14,579 | $1,604,856 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1) The market value of the shares reported in this column has been determined based on the closing price of our common shares on the last trading day of fiscal 2025, which was $110.08 per share. (2) Messrs. Campo and Oden are Retirement Eligible, and as a result all share awards granted to them were fully vested on the date of grant. (3) The unvested awards granted under the long-term incentive program and annual bonus program vest ratably over three years on February 15th following the date of original grant.

  90. STOCK VESTED - FISCAL 2025

    STOCK VESTED - FISCAL 2025 The following table sets forth for each NEO certain information with respect to share awards which vested during 2025:

  91. STOCK VESTED - FISCAL 2025

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Richard J. Campo | 41,200 | $4,898,680 | | D. Keith Oden | 41,200 | 4,898,680 | | Alexander J. Jessett | 17,898 | 2,130,512 | | Laurie A. Baker | 12,351 | 1,470,156 |

  92. STOCK VESTED - FISCAL 2025

    (1) The dollar amounts shown in this column for stock awards are determined by multiplying the number of shares which vested by the per-share closing price of our common shares on the vesting date.

  93. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Effective January 1, 2005, the Compensation Committee established a deferred compensation plan for the benefit of Camden’s Trust Managers, officers and other key employees in which the participant may elect to

  94. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2026 Proxy Statement 47 |

  95. NON-QUALIFIED DEFERRED COMPENSATION

    defer cash compensation, options, and/or share awards granted under Camden’s share incentive plans. A participant has a fully vested right to his or her cash deferral amounts and deferred option and share awards vest in accordance with their respective terms. Prior to the establishment of Camden’s deferred compensation plan in 2005, the Compensation Committee established a rabbi trust for the benefit of Camden’s Trust Managers, officers and other key employees in which, in previous years, such persons had the option to place share grants and other deferred compensation. A participant may purchase assets held by the rabbi trust at any time within 30 years from the date of grant. The purchase price of a share is 25% of the fair value of such share on the date the share was placed in the rabbi trust. The purchase price of any other asset is 25% of the fair value of such asset on the date the asset was placed in the rabbi trust. The rabbi trust is in use only for deferrals made prior to the establishment of Camden’s deferred compensation plan in 2005. The following table provides certain information regarding contributions to, withdrawals from, and earnings in the rabbi trust and the deferred compensation plan as of December 31, 2025:

  96. NON-QUALIFIED DEFERRED COMPENSATION

    | Named Executive Officer | Executive Contributions in Last FY (1) | Aggregate Earnings/(Loss) in Last FY (2) | Aggregate Withdrawals/ Distributions (3) | Aggregate Balance at Last FYE (4) | | Richard J. Campo | | | | | | Rabbi Trust | $— | $(2,238,264) | $— | $46,811,631 | | Deferred Compensation Plan | 4,898,680 | (61,767) | (3,248,299) | 27,526,168 | | Total | $4,898,680 | $(2,300,031) | $(3,248,299) | $74,337,799 | | D. Keith Oden | | | | | | Rabbi Trust | $— | $(566,374) | $— | $18,682,260 | | Deferred Compensation Plan | 7,609,528 | 1,547,283 | (408,414) | 55,825,999 | | Total | $7,609,528 | 980,909 | $(408,414) | $74,508,259 | | Alexander J. Jessett | | | | | | Deferred Compensation Plan | 3,010,548 | (260,467) | (1,972,330) | 17,257,085 | | Total | $3,010,548 | $(260,467) | $(1,972,330) | $17,257,085 | | Laurie A. Baker | | | | | | Rabbi Trust | $— | $133,966 | $— | $3,333,121 | | Deferred Compensation Plan | 731,473 | 817,851 | (621,272) | 12,512,484 | | Total | $731,473 | $951,817 | $(621,272) | $15,845,605 |

  97. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Reflects 2025 share awards the NEO elected to defer; the grant date fair values of these awards are included in the “Stock Awards” column of the Summary Compensation Table on page 44. The Company credits to the participant’s account an amount equal to the amount designated as the participant’s deferral for the plan year as indicated in the participant’s deferral election. A participant has a fully vested right to his or her cash deferral amounts, and the deferred share awards will vest in accordance with their terms. Amounts deferred by the participants in 2025 are comprised of the following share awards: Messrs. Campo and Oden-$4,898,680 each; Mr. Jessett-$3,010,548; and Ms. Baker-$731,473. The balance of the amounts reported in this column for Mr. Oden also includes cash compensation he elected to defer. This amount is included in the “Salary/Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 44. (2) Aggregate earnings/(loss) in 2025 represent the net unrealized gain or loss reported by the administrator of the non-qualified deferred compensation plans, and represents the net unrealized appreciation or decreases of the Company’s shares and dividends on previously deferred share awards, salary and bonuses. The net gains or losses on the deferred compensation plans do not include any Company or NEO contributions, and are not included in the Summary Compensation Table on page 44. (3) Includes amounts to be paid to the Company by the NEO upon withdrawals from the deferred compensation plans as follows: Mr. Campo-$4,190,890; Mr. Oden-$1,512,567; Mr. Jessett-$0; and Ms. Baker-$262,073.

  98. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2026 Proxy Statement 48 |

  99. NON-QUALIFIED DEFERRED COMPENSATION

    (4) Includes the following aggregate amounts previously reported in the Summary Compensation Table on page 44 for 2024 and 2023, combined: Mr. Campo-$8,066,207; Mr. Oden-$13,009,481; Mr. Jessett-$4,276,414; and Ms. Baker-$401,676.

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the potential compensation payable to each NEO under his or her employment agreement in effect as of December 31, 2025 in the event of a termination of such NEO’s employment (or, in the case of Messrs. Campo and Oden a change in control of the Company without regard to whether the executive’s employment terminates). The amounts shown are calculated assuming such termination (or change in control) was effective as of December 31, 2025 and are estimates of the amounts which would be paid to the NEOs upon such event. The actual amounts which would be paid can only be determined at the time of such event. Additionally, each NEO would be entitled to receive the target bonus for the contract year during which the termination occurs, prorated through and including the date of termination, which has been included in the table below in the Bonus lines.

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Reason For Termination/Acceleration | | | | | | | | | | Named Executive Officer | Benefit | Without Cause (1) | | Death or Disability (2) | | Change in Control (With Term.) (3) | | Change in Control (No Term.) (3) | | | | Richard J. Campo | Bonus | $ | 3,059,636 | $ | 3,059,636 | $ | 3,059,636 | $ | | 3,059,636 | | | Severance | | 26,081,487 | | 26,081,487 | | 26,081,487 | 26,081,487 | | | | | Options and Awards (4) | | — | | — | | — | — | | | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 29,141,123 | $ | 29,141,123 | $ | 29,141,123 | | 29,141,123 | | | D. Keith Oden | Bonus | $ | 3,059,636 | $ | 3,059,636 | $ | 3,059,636 | $ | | 3,059,636 | | | Severance | | 26,081,487 | | 26,081,487 | | 26,081,487 | 26,081,487 | | | | | Options and Awards (4) | | — | | — | | — | | | — | | | Tax Gross-Up Payment (5) | | — | | — | | — | | | — | | | Total | $ | 29,141,123 | $ | 29,141,123 | $ | 29,141,123 | | 29,141,123 | | | Alexander J. Jessett | Bonus | $ | 2,101,437 | $ | 2,101,437 | $ | 2,101,437 | $ | | — | | | Severance | | 646,596 | | 2,748,033 | | 1,877,559 | | | — | | | Options and Awards (4) | | — | | 4,330,878 | | 4,330,878 | | | 4,330,878 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 2,748,033 | $ | 9,180,348 | $ | 8,309,874 | $ | | 4,330,878 | | Laurie A. Baker | Bonus | $ | 1,460,873 | $ | 1,460,873 | $ | 1,460,873 | $ | | — | | | Severance | | 584,349 | | 2,045,222 | | 1,696,808 | | | — | | | Options and Awards (4) | | — | | 3,024,228 | | 3,024,228 | | | 3,024,228 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 2,045,222 | $ | 6,530,323 | $ | 6,181,909 | $ | | 3,024,228 |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Pursuant to the employment agreements in effect as of December 31, 2025, if the applicable NEO’s employment is terminated by the Company for reasons other than for cause or, in the case of Messrs. Campo and Oden, by the NEO for good reason, the NEO will be entitled to receive the following benefits, subject, in the case of Messrs. Campo and Oden, to the executive signing a general release of claims in favor of the Company:

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2026 Proxy Statement 49 |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (a)Severance: In the case of Mr. Jessett and Ms. Baker, one times his or her respective annual base salary currently in effect and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the three previous taxable years. For these purposes, “annual total compensation” includes salary, bonuses, performance award payments, and the value of long-term incentive compensation, but excludes the value of untaxed fringe benefits. (b)Benefits: The NEO would continue to receive health and welfare benefits, as if the NEO had not been terminated, until, in the case of Mr. Jessett and Ms. Baker, the earlier of: (i) the NEO obtaining employment with another company or (ii) the end of the employment term, and, in the case of Messrs. Campo and Oden, one year after termination, subject to offset if the executive receives comparable benefits from a new employer during such period. (2) Pursuant to the employment agreements in effect as of December 31, 2025, If the employment term of the applicable NEO is terminated by reason of death or disability, the NEO will be entitled to receive the following benefits, subject, in the case of Messrs. Campo and Oden, to signing a general release of claims in favor of the Company: (a)Severance: In the case of Mr. Jessett and Ms. Baker, one times his or her respective annual base salary, including targeted cash bonus, at the date on which death or disability occurs, and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the three previous taxable years. (b)Benefits: In the case of a termination due to disability, the NEO will continue to receive all benefits provided under any long-term disability program of the Company. (c)Vesting: Each executive will become fully vested in the unvested portion of any award made to the NEO made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar plan (including share awards granted pursuant to the annual bonus plan). (3) In 2003, we entered into agreements with Messrs. Campo and Oden providing the following benefits are triggered upon a change in control regardless of whether the executive's employment is terminated, subject to the executive signing a general release of claims in favor of the Company. Subsequent to this time, the Company has not entered into any agreement which includes single-trigger change of control payment provisions. Accordingly, in the case of all other NEOs, pursuant to the employment agreements in effect as of December 31, 2025, the following benefits would be triggered upon termination of the NEO's employment by reason of a change in control: (a)Severance: In the case of Mr. Jessett and Ms. Baker, a lump sum equal to 2.99 times his or her respective average annual salary over the previous three taxable years and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the previous three taxable years. (b)Benefits: The NEO would continue to receive health and welfare benefits, as if the NEO had not been terminated, until one year after termination, subject to offset if the executive receives comparable benefits from a new employer during such period. (c)Vesting: Each executive would become fully vested in the unvested portion of any award made to the NEO made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan (including share awards granted pursuant to the annual bonus plan). (4) The amounts represent the benefit of acceleration of unvested equity awards calculated by multiplying the closing price of our common shares on the last trading day of the fiscal year by the number of shares subject to the accelerated portion of the award. In addition to the acceleration provisions described in note (3) above, all outstanding and unvested equity awards under the Company’s 2018 Share Incentive Plan, to the extent such awards are not assumed or continued in connection with a change in control, will be fully vested at time of change in control. (5) The employment agreements in effect as of December 31, 2025 with each of Messrs. Campo and Oden provide if the payments and benefits received by the NEO in connection with a change in control of the Company resulted in the imposition of excise taxes under Sections 280G and 4999 of the Code, the NEO will be entitled to an additional payment from the Company such that the NEO would receive the same amount on an after-tax basis as if the excise taxes had not applied. These agreements were entered into prior to 2013. Subsequent to this time, the Company has not entered into any agreement with any NEO which includes tax gross-up provisions. As described above, the Compensation Committee determined the NEOs’ equity awards for 2025 (granted in February 2026) would be in the form of PSUs that would vest based on the Company’s performance over a three-year period, with 50% of the award tied to the Company’s financial performance against goals established annually by the Compensation Committee and 50% of the award tied to the Company’s TSR compared to the TSRs of FTSE NAREIT equity apartment and equity REIT index companies over the three-year period. These awards are also subject to a three-year time-vesting requirement. However, if the NEO’s employment terminates due to a qualifying retirement or disability, or if the NEO would be entitled to accelerated vesting of equity awards in connection with such termination under the NEO’s employment agreement with the Company, the time-based vesting requirement will be deemed met, and the award will be held open until the end of the three-year performance period and vest based on the Company’s actual performance during the period. If the NEO’s employment terminates due to the NEO’s death, (i) the portion of the award tied to financial performance will vest on a pro-rated basis for the performance period in which the

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2026 Proxy Statement 50 |

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    termination date occurs (as measured through the last day of the fiscal quarter coinciding with or prior to the quarter in which the termination occurs and with the performance targets to be pro-rated accordingly, or at 100% if the termination occurs in the first quarter of the year) and any PSUs credited for performance with respect to a performance period that ended prior to the year in which the termination date occurs will vest on the termination date, and any PSUs with respect to a performance period which has not commenced as of the termination date will vest at 100%; and (ii) the portion of the award tied to relative TSR performance will vest based on performance through the NEO’s termination date. If a change in control of the Company occurs, (i) the vesting percentage for the portion of the award tied to financial performance will be, for the performance period in which the change in control occurs, the greater of the percentage determined based on the Company’s performance for that period (as measured through the last day of the fiscal quarter prior to the quarter in which the change in control occurs and with the performance targets to be pro-rated accordingly) and 100%, and for any subsequent performance period, the vesting percentage will be the 100%; and (ii) the vesting percentage for the portion of the award tied to relative TSR performance will be the greater of the percentage determined based on performance through the date of the change in control and 100%. The PSUs credited based on these vesting percentages (and, as to any performance period under the financial performance portion of the award that ended prior to the year in which the change in control occurs, the vesting percentage determined based on actual performance for that period) will remain outstanding and subject to the time-based vesting requirements (including the provisions for accelerated vesting described above), provided if the award is not assumed by the acquiring or successor company, the credited PSUs will vest on the change in control.

  107. CEO COMPENSATION PAY RATIO

    CEO COMPENSATION PAY RATIO Pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are required to disclose the ratio of the total annual compensation of Camden’s CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined our CEO’s total compensation for 2025 was $8,317,514, and the median of the total 2025 compensation of all of our employees (excluding our CEO) was $67,842. Accordingly, we estimate the ratio of our CEO’s total compensation for 2025 to the median of the total 2025 compensation of all of our employees (excluding our CEO) to be 122 to 1. We identified the median employee by taking into account the total cash compensation paid for 2025 for all individuals, excluding our CEO, who were employed by us or one of our affiliates on December 1, 2025, the first day of the last month of our fiscal year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to their total cash compensation for 2025, and we did not annualize the compensation for any employees who were not employed by us for all of 2025. We believe total cash compensation for all employees is an appropriate measure because we do not distribute annual equity awards to all employees. Once the median employee was identified as described above, such employee’s total annual compensation for 2025 was determined using the same rules which apply to reporting the compensation of our NEOs (including our CEO) in the “Total” column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on this methodology.

  108. CEO COMPENSATION PAY RATIO

    | | 2026 Proxy Statement 51 |

  109. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The Compensation Committee believes the compensation actually paid to the Company’s CEO and other NEOs generally correlates appropriately with the Company’s operating and stockholder return performance over the periods presented. During the five-year period shown, changes in compensation actually paid have generally trended in alignment with Camden’s TSR and Core FFO per share, reinforcing the Committee’s emphasis on long-term shareholder value creation. The following summarizes the relationship between the total compensation paid to our CEO and other Non-CEO NEOs and our financial performance:

  110. PAY VERSUS PERFORMANCE

    | | | | Average Summary Compensation Table Total for Non-CEO NEO’s (2) | Average Compensation Actually Paid to Non-CEO NEO’s (3) | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total For CEO (2) | Compensation Actually Paid to CEO (3) | | | Camden TSR (4) | FTSE NAREIT Equity TSR4) | Net Income (In thousands) (5) | Core FFO/Share (6) | | 2025 | $8,317,514 | $8,317,514 | $5,785,475 | $5,748,184 | $130.26 | $137.83 | $394,898 | $6.88 | | 2024 | 7,224,768 | 7,224,768 | 4,710,971 | 5,019,043 | 132.22 | 133.97 | 170,840 | 6.85 | | 2023 | 6,911,304 | 6,911,304 | 4,178,445 | 4,076,395 | 108.99 | 123.21 | 410,553 | 6.82 | | 2022 | 6,176,567 | 6,176,567 | 3,674,346 | 2,964,322 | 118.01 | 108.34 | 661,508 | 6.52 | | 2021 | 4,285,423 | 4,285,423 | 3,682,054 | 4,592,404 | 183.18 | 143.24 | 312,376 | 5.39 |

  111. PAY VERSUS PERFORMANCE

    (1) Individuals included for the applicable years are as follows:

  112. PAY VERSUS PERFORMANCE

    | Year | CEO | Non-CEO NEO’s | | 2025 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker | | 2024 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2023 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2022 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2021 | Richard J. Campo | D. Keith Oden, H. Malcolm Stewart (b), Alexander J. Jessett, William W. Sengelmann (a) |

  113. PAY VERSUS PERFORMANCE

    (a) Mr. Sengelmann retired as Executive Vice President-Real Estate Investments effective October 1, 2024. (b) Mr. Stewart retired as President and Chief Operating Officer effective December 31, 2021. (2) See the Summary Compensation Table on page 44 for a detail of the summary compensation for the CEO for 2025, 2024 and 2023. See the Summary Compensation Table as disclosed in the 2023 Proxy for 2022 and 2021 summary compensation for the CEO. The average compensation for the non-CEO NEOs for 2025, 2024 and 2023 was calculated from the Summary Compensation Table on page 44. The average compensation for the non-CEO NEOs for 2022 and 2021 was calculated from the Summary Compensation Table as disclosed in the 2023 Proxy. (3) Mr. Campo became Retirement Eligible in 2019, and therefore all share awards granted to him fully vested on the date of grant. Accordingly, there is no change between the amount in the Summary Compensation Table and the actual compensation paid to the

  114. PAY VERSUS PERFORMANCE

    | | 2026 Proxy Statement 52 |

  115. PAY VERSUS PERFORMANCE

    CEO. The table below provides the adjustments to the Summary Compensation Table total compensation made to arrive at the average compensation actually paid to the average for non-CEO NEOs:

  116. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $5,785,475 | $4,710,971 | $4,178,445 | $3,674,346 | $3,682,054 | | Less the average equity award amounts included in the “Stock Awards” column of the Summary Compensation Table | $(2,494,165) | $(2,326,263) | $(2,326,248) | $(1,769,167) | $(1,614,532) | | Plus the average year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year | 1,000,352 | 942,999 | 654,836 | 568,966 | 947,853 | | Plus/(less) the amount equal to the change in average value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested as of the covered fiscal year | (45,394) | 91,501 | (43,083) | (394,170) | 366,214 | | Plus the average vesting date value of awards which were granted and vested during the same covered fiscal year | 1,413,662 | 1,550,913 | 1,520,682 | 936,314 | 614,464 | | Plus/(less) the amount equal to the change in average value as of the vesting date from the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year | 18,097 | (8,745) | 42,080 | (93,275) | 546,500 | | Plus the average amount of dividends paid on outstanding and unvested shares during the covered fiscal year | 70,157 | 57,667 | 49,683 | 41,308 | 49,851 | | Compensation Actually Paid | $5,748,184 | $5,019,043 | $4,076,395 | $2,964,322 | $4,592,404 |

  117. PAY VERSUS PERFORMANCE

    (4) TSR represents the return on a fixed investment of $100 in the Company’s (or FTSE NAREIT Equity’s) stock for the period beginning on the last trading day of 2020 through December 31, 2025, and assumes the quarterly reinvestment of dividends. FTSE NAREIT Equity is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on 10-K for the year ended December 31, 2025. The following graph shows the relationship between compensation actually paid and TSR for the Company and the peer group.

  118. PAY VERSUS PERFORMANCE

    | | 2026 Proxy Statement 53 |

  119. PAY VERSUS PERFORMANCE

    (5) The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs to net income. (a) Net Income includes a $174.4 million gain on sale of two operating properties. (b) Net Income includes a $474.1 million gain on the acquisition of unconsolidated joint venture interests, and a $36.4 million gain on sale of one operating property. (c) Net Income includes a $225.4 million gain on sale of two operating properties and one parcel of land.

  120. PAY VERSUS PERFORMANCE

    | | 2026 Proxy Statement 54 |

  121. PAY VERSUS PERFORMANCE

    (d) Net Income includes a $43.8 million gain on sale of one operating property, partially offset by a $41.0 million impairment associated with land development activities. (e) Net Income includes a $260.9 million gain on sale of three operating properties and two dual-phased operating properties, partially offset by a $12.9 million impairment associated with land development activities. (6) We consider Core FFO per share to be a key metric used in determining the CEO’s and other NEOs performance bonus. A definition of Core FFO , as well as a reconciliation of net income attributable to common shareholders to Core FFO and diluted EPS to Core FFO diluted per share for the year ended December 31, 2025 is contained in Appendix A of this proxy statement. The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non CEO NEOs to Core FFO per share. The graph below illustrates the correlation between compensation actually paid and Core FFO per share, which we believe is the most important financial metric linking the Company’s financial performance with compensation. The following are the financial and other performance measures the Company considers most important in linking the compensation actually paid to its executives for 2025:

  122. PAY VERSUS PERFORMANCE

    | l | Core FFO/Share | | l | Same Property NOI (a) growth | | l | Net Debt/Adjusted EBITDAre (b) | | l | Weighted Average Yields (c) |

  123. PAY VERSUS PERFORMANCE

    (a) Same Property NOI growth illustrates our ability to grow in current markets. A reconciliation of net income to NOI and same property net operating income for the year ended December 31, 2025 is contained in Appendix A of this proxy statement. (b) In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Net Debt/Adjusted EBITDAre Ratio as a key metric. The Company considers Adjusted EBITDAre to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. A reconciliation of net income to Adjusted

  124. PAY VERSUS PERFORMANCE

    | | 2026 Proxy Statement 55 |

  125. PAY VERSUS PERFORMANCE

    EBITDAre, and average Total debt to Net debt and a computation of the ratio to adjusted EBITDAre for the year ended December 31, 2025 is contained in Appendix A of this proxy statement. (c) We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, weighted average yields from stabilized acquisitions/developments are a key metric.