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Item 2 — Management's Discussion and Analysis
Essex Property Trust, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion and analysis should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with the Company’s 2025 annual report on Form 10-K for the year ended December 31, 2025. Capitalized terms not defined in this section have the meaning ascribed to them elsewhere in this quarterly report on Form 10-Q. The Company makes statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-Q entitled “Forward-Looking Statements.”
Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment home communities in selected residential areas located on the West Coast of the United States. Essex owns all of its interests in its real estate investments, directly or indirectly through the Operating Partnership. Essex is the sole general partner of the Operating Partnership and, as of June 30, 2026, had an approximately 96.7% general partner interest in the Operating Partnership.
The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the Company’s Portfolio.
As of June 30, 2026, the Company owned or had ownership interests in 258 operating apartment communities, comprising 62,881 apartment homes, excluding the Company’s ownership in preferred equity co-investments, loan investments, two operating commercial buildings, and a development pipeline comprised of one consolidated project and various predevelopment projects.
The Company’s apartment home communities are predominantly located in the following major regions:
Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties)
Northern California (the San Francisco Bay Area)
Seattle Metro (the Seattle metropolitan area)
The Company’s consolidated operating communities were as follows:
June 30, 2026 June 30, 2025
Apartment Homes % Apartment Homes %
Southern California 23,616 42 % 23,222 42 %
Northern California 21,101 38 % 21,027 38 %
Seattle Metro 10,899 20 % 10,899 20 %
Total 55,616 100 % 55,148 100 %
Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX IV and other co-investments, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods.
Market Considerations
Domestic and international policy actions, including tariff and trade policy, as well as continuing geopolitical tensions, war and regional conflicts have the potential to trigger market uncertainty. The long-term impact of these developments on our Company will largely depend on the impact on broader trends in job growth, inflation, the economy, and reactions by consumers, companies, governmental entities and capital market participants.
The foregoing macroeconomic conditions have not negatively impacted the Company’s ability to access traditional funding sources which have been historically available to it. The Company is not at material risk of failing to meet the covenants in its credit agreements and is able to timely service its debt and other obligations.
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RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
The average financial occupancy for the Company’s 2026 Same-Property portfolio (stabilized properties consolidated by the Company for the quarters ended June 30, 2026 and 2025) was 96.3% and 96.2% for the three months ended June 30, 2026 and 2025, respectively. Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. Actual rental income represents contractual rental income pursuant to leases without considering delinquency and concessions. Total scheduled rental income represents the value of all apartment homes, with occupied apartment homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant apartment home at its estimated market rate.
Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant apartment homes. The Company may increase or decrease these rates based on a variety of factors, including overall supply and demand for housing, concentration of new apartment deliveries within the same submarket which can cause periodic disruption due to greater rental concessions to increase leasing velocity, and rental affordability. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates, and the Company’s calculation of financial occupancy may not be comparable to financial occupancy disclosed by other REITs.
The Company does not take into account delinquency and concessions to calculate actual rent for occupied apartment homes and market rents for vacant apartment homes. The calculation of financial occupancy compares contractual rates for occupied apartment homes to estimated market rents for unoccupied apartment homes, and thus the calculation compares the gross value of all apartment homes excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property, which may entail the use of rent concessions and other incentives, and thus financial occupancy, which is based on contractual income, is not considered the best metric to quantify occupancy.
The regional breakdown of the Company’s 2026 Same-Property portfolio for financial occupancy for the three months ended June 30, 2026 and 2025 was as follows:
Three Months Ended June 30,
2026 2025
Southern California 95.7 % 95.6 %
Northern California 96.8 % 96.6 %
Seattle Metro 96.4 % 96.4 %
The following table provides a breakdown of rental and other property revenues, including the revenues attributable to the 2026 Same-Property portfolio ($ in thousands):
Number of Apartment Homes Three Months Ended June 30, Dollar Change Percentage Change
2026 2025
2026 Same-Property:
Southern California 22,389 $ 184,753 $ 182,005 $ 2,748 1.5 %
Northern California 18,847 181,650 174,068 7,582 4.4 %
Seattle Metro 10,899 79,632 78,297 1,335 1.7 %
Total 2026 Same-Property 52,135 446,035 434,370 11,665 2.7 %
2026 Non-Same Property 40,696 33,240 7,456 22.4 %
Total rental and other property revenues $ 486,731 $ 467,610 $ 19,121 4.1 %
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2026 Same-Property Revenues increased by $11.7 million or 2.7% to $446.0 million for the second quarter of 2026 from $434.4 million for the second quarter of 2025. The increase was primarily attributable to an increase of 2.2% in average rental rates from $2,683 per apartment home for the second quarter of 2025 to $2,743 per apartment home for the second quarter of 2026.
2026 Non-Same Property Revenues increased by $7.5 million or 22.4% to $40.7 million in the second quarter of 2026 from $33.2 million in the second quarter of 2025. The increase was primarily due to the acquisitions of Revere Campbell, The Parc at Pruneyard, ViO, 1250 Lakeside, and the consolidation of Artizan and Skylux on Wilshire (fka TENTEN Downtown) in 2025. The increases were partially offset by the sale of The Grand, and Fourth & U in 2025.
Property operating expenses, excluding real estate taxes increased by $3.2 million or 3.7% to $89.6 million for the second quarter of 2026 compared to $86.4 million for the second quarter of 2025, primarily due to acquisitions in 2025 identified in the Non-Same Property Revenues section above and the increase of Same-Property operating expenses discussed below, partially offset by dispositions in 2025. Same-Property operating expenses, excluding real estate taxes, increased by $2.1 million or 2.6% to $83.2 million in the second quarter of 2026 compared to $81.1 million in the second quarter of 2025, primarily due to an increase of $2.2 million in utilities expenses resulting from increases in trash removal, gas, water and sewer costs.
Real estate taxes increased by $2.4 million or 4.9% to $51.4 million for the second quarter of 2026 compared to $49.0 million for the second quarter of 2025, primarily due to the acquisitions in 2025 identified in the Non-Same Property Revenues section above and increases in assessed values. Same-Property real estate taxes increased by $1.4 million or 3.3% to $46.0 million for the second quarter of 2026 compared to $44.6 million for the second quarter of 2025, primarily due to an increase in assessed values.
Depreciation and amortization expense increased by $2.6 million or 1.7% to $154.1 million for the second quarter of 2026 compared to $151.5 million for the second quarter of 2025, primarily due to acquisitions in 2025 identified in the Non-Same Property Revenues section above, partially offset by dispositions in 2025.
General and administrative expense increased by $55.9 million or 325.0% to $73.1 million for the second quarter of 2026 compared to $17.2 million for the second quarter of 2025, primarily due to legal settlement costs of $36.5 million to fully resolve its case related to RealPage and $19.3 million related to another litigation matter.
Gain on sale of real estate and land of $2.0 million for the second quarter of 2026 was due to the recognition of contingent consideration related to a previous sale of a land parcel in 2023. Gain on sale of real estate and land of $126.2 million for the second quarter of 2025 was attributable to the disposition of Essex Skyline.
Interest expense increased by $1.5 million or 2.3% to $66.8 million for the second quarter of 2026 compared to $65.3 million for the second quarter of 2025, primarily due to the issuance in December 2025 of $350.0 million senior unsecured notes due February 2036 and borrowing on the $300.0 million unsecured term loan in 2025 which resulted in an increase in interest expense of $7.5 million for the second quarter of 2026. These increases to interest expense were partially offset by various debt that was paid off, matured, or regular principal amortization during and after the second quarter of 2025, but primarily due to the payoff of $450.0 million of senior unsecured notes due April 2026, which resulted in a decrease in interest expense of $5.2 million for the second quarter of 2026. Additionally, there was an increase in capitalized interest of $0.8 million in the second quarter of 2026, due to an increase in development activity as compared to the same period in 2025.
Interest and other income increased by $2.3 million or 33.8% to $9.1 million for the second quarter of 2026 compared to $6.8 million for the second quarter of 2025, primarily due to a $3.2 million increase in net realized and unrealized gains on marketable securities from increases in the fair value of marketable securities partially offset by a decrease of $1.1 million in interest income due to repayment of notes receivable, and fewer short term investments during the second quarter of 2026 compared to the same period in 2025.
Equity income from co-investments increased by $4.7 million or 52.2% to $13.7 million for the second quarter of 2026 compared to $9.0 million for the second quarter of 2025, primarily due to a $9.2 million gain recognized on the sale of the co-investment community, Meridian at Midtown, partially offset by a decrease of $6.1 million in income from preferred equity investments due to a lower average outstanding investment balance during the second quarter of 2026 compared to the same period in 2025.
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Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
The Company’s average financial occupancy for its stabilized apartment home communities or “Same-Property” (stabilized properties consolidated by the Company for the six months ended June 30, 2026 and 2025) was 96.4% and 96.2% for the six months ended June 30, 2026 and 2025, respectively.
The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the six months ended June 30, 2026 and 2025 is as follows:
Six Months Ended June 30,
2026 2025
Southern California 95.9 % 95.7 %
Northern California 96.9 % 96.7 %
Seattle Metro 96.5 % 96.3 %
The following table provides a breakdown of property revenue amounts, including the revenues attributable to Same-
Properties ($ in thousands):
Number of Apartment Homes Six Months Ended June 30, Dollar Change Percentage Change
2026 2025
2026 Same-Property:
Southern California 22,389 $ 369,790 $ 363,039 $ 6,751 1.9 %
Northern California 18,847 360,164 345,829 14,335 4.1 %
Seattle Metro 10,899 158,653 155,511 3,142 2.0 %
Total 2026 Same-Property 52,135 888,607 864,379 24,228 2.8 %
2026 Non-Same Property 80,567 65,320 15,247 23.3 %
Total rental and other property revenues $ 969,174 $ 929,699 $ 39,475 4.2 %
2026 Same-Property Revenues increased by $24.2 million or 2.8% to $888.6 million for the six months ended June 30, 2026 from $864.4 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase of 2.2% in average rental rates from $2,671 per apartment home for the six months ended June 30, 2025 to $2,731 per apartment home for the six months ended June 30, 2026.
2026 Non-Same Property Revenues increased by $15.2 million or 23.3% to $80.6 million for the six months ended June 30, 2026 from $65.3 million for the six months ended June 30, 2025. The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park, Revere Campbell, The Parc at Pruneyard, ViO, 1250 Lakeside, and the consolidation of Artizan and Skylux on Wilshire (fka TENTEN Downtown) in 2025. The increases were partially offset by the dispositions of Highridge, Essex Skyline, The Grand, and Fourth & U in 2025.
Property operating expenses, excluding real estate taxes increased by $6.3 million or 3.7% to $178.7 million for the six months ended June 30, 2026 compared to $172.4 million for the six months ended June 30, 2025, primarily due to acquisitions in 2025 identified in the Non-Same Property Revenues section above and the increase of Same-Property operating expenses discussed below, partially offset by dispositions in 2025. Same-Property operating expenses, excluding real estate taxes, increased by $3.6 million or 2.2% to $165.4 million for the six months ended June 30, 2026 compared to $161.8 million for the six months ended June 30, 2025, primarily due to an increase of $4.3 million in utilities expenses resulting from increases in trash removal, gas, water and sewer costs.
Real estate taxes increased by $1.9 million or 1.9% to $103.5 million for the six months ended June 30, 2026 compared to $101.6 million for the six months ended June 30, 2025, primarily due to the acquisitions in 2025 identified in the Non-Same Property Revenues section above and increases in assessed values. Same-Property real estate taxes increased by $0.2 million or 0.2% to $93.3 million for the six months ended June 30, 2026 compared to $93.1 million for the six months ended June 30, 2025, primarily due to an increase in assessed values.
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Depreciation and amortization expense increased by $6.2 million or 2.0% to $309.0 million for the six months ended June 30, 2026 compared to $302.8 million for the six months ended June 30, 2025, primarily due to acquisitions in 2025 identified in the Non-Same Property Revenues section above, partially offset by dispositions in 2025.
General and administrative expense increased by $59.8 million or 179.0% to $93.2 million for the six months ended June 30, 2026 compared to $33.4 million for the six months ended June 30, 2025, primarily due to legal settlement costs of $36.5 million to fully resolve its case related to RealPage and $19.3 million related to another litigation matter.
Gain on sale of real estate and land of $2.0 million during the six months ended June 30, 2026 was due to the recognition of contingent consideration related to a previous sale of a land parcel in 2023. Gain on sale of real estate and land of $237.2 million during the six months ended June 30, 2025 was attributable to the dispositions of Highridge and Essex Skyline in 2025.
Interest expense increased by $4.4 million or 3.4% to $132.4 million for the six months ended June 30, 2026 compared to $128.0 million for the six months ended June 30, 2025, primarily due to borrowing on the $300.0 million unsecured term loan during 2025, the issuance in February 2025 of $400 million senior unsecured notes due April 2035, and the issuance in December 2025 of $350.0 million senior unsecured notes due February 2036, which resulted in an increase in interest expense of $18.6 million for the six months ended June 30, 2026. These increases to interest expense were partially offset by various debt that was paid off, matured, or due to regular principal amortization during and after the six months ended June 30, 2025, but primarily due to the payoff of the $500.0 million of senior unsecured notes due April 2025 and the $450.0 million of senior unsecured notes due April 2026, which resulted in a decrease in interest expense of $12.7 million for the six months ended June 30, 2026. Additionally, there was a $1.5 million increase in capitalized interest in the six months ended June 30, 2026, due to an increase in development activity as compared to the same period in 2025.
Interest and other income decreased by $1.0 million or 9.0% to $10.1 million in income for the six months ended June 30, 2026 compared to $11.1 million for the six months ended June 30, 2025, primarily due to a decrease of $2.4 million due to repayment of notes receivable, and fewer short term investments during the six months ended June 30, 2026 compared to the same period in 2025. The decrease was partially offset by a $1.6 million increase in the fair value of marketable securities.
Equity income from co-investments increased by $15.1 million or 68.0% to $37.3 million for the six months ended June 30, 2026 compared to $22.2 million for the six months ended June 30, 2025, primarily due to an increase of $14.6 million in unrealized and realized gains from unconsolidated technology co-investments as a result of change in fair value of investments held by the co-investments. The increase was also attributable to a $9.2 million gain recognized on the sale of the co-investment community, Meridian at Midtown. These increases were partially offset by a decrease of $12.3 million in income from preferred equity investments due to a lower average outstanding investment balance during the six months ended June 30, 2026 compared to the same period in 2025.
Loss on early retirement of debt of $0.8 million for the six months ended June 30, 2025 was due to the payoff of debt in conjunction with the disposition of Highridge in 2025 with no corresponding activity during the six months ended June 30, 2026.
Gain on remeasurement of co-investment of $0.3 million for the six months ended June 30, 2025 resulted from the Company’s consolidation of its investment in Artizan in 2025 with no corresponding activity during the six months ended June 30, 2026.
Liquidity and Capital Resources
As of June 30, 2026, the Company had $58.3 million of unrestricted cash and cash equivalents and $92.2 million in marketable securities, all of which were equity securities or available for sale debt securities. The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances and availability under existing lines of credit are sufficient to meet all of its anticipated cash needs during the next twelve months. Additionally, the capital markets continue to be available and the Company is able to generate cash from the disposition of real estate assets to finance additional cash flow needs, including continued development and select acquisitions. In the event that economic disruptions occur, the Company may further utilize other resources such as its cash reserves, lines of credit, commercial paper or decreased investment in redevelopment activities to supplement operating cash flows. The timing, source and amounts of cash flows provided by or used in financing activities and investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities.
As of June 30, 2026, Moody’s and Standard & Poor’s credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable, and BBB+/Stable, respectively.
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As of June 30, 2026, the Company had two unsecured lines of credit aggregating $1.58 billion, including a $1.5 billion unsecured line of credit and a $75.0 million working capital unsecured line of credit. As of June 30, 2026, there was no amount outstanding on the Company’s $1.5 billion unsecured line of credit. The underlying interest rate is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings and was at Secured Overnight Financing Rate (“SOFR”) plus 0.775% as of June 30, 2026. This facility is scheduled to mature in January 2030, with two six-month extensions, exercisable at the Company’s option. The Company may elect to increase the facility by up to an additional $1.0 billion, to an aggregate size of $2.5 billion, if the lenders permit. As of June 30, 2026, there was no amount outstanding on the Company’s $75.0 million working capital unsecured line of credit. The underlying interest rate on the $75.0 million line is based on a tiered rate structure tied to the Company’s long-term unsecured credit ratings and was at SOFR plus 0.775% as of June 30, 2026. This facility is scheduled to mature July 2028.
As of June 30, 2026, the Company had an unsecured commercial paper program (the “Commercial Paper Program”) to issue unsecured commercial paper notes with varying maturities up to 397 days from the date of issue (the “Notes”). As of June 30, 2026, there was $345.0 million outstanding under the Commercial Paper Program. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $750.0 million. The Company’s $1.5 billion unsecured line of credit facility serves as a liquidity backstop and any issuances under the Commercial Paper Program reduce the available borrowing capacity. The Notes rank equally in right of payment with all other senior unsecured senior obligations of the Operating Partnership and are unconditionally guaranteed by the Company. The Company has used and expects to continue to use the proceeds from the Notes for general corporate purposes and working capital purposes.
In August 2024, the Company entered into an equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the “2024 ATM Program”). In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date. Furthermore, it would permit the Company, at its election, to settle the agreements by issuing common stock in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of common stock or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the condensed consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the condensed consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted earnings per share and diluted earnings per unit using the treasury stock method. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s common stock over the term of the forward sale agreement.
During the six months ended June 30, 2026, the Company did not issue any shares of its common stock through the 2024 ATM Program.
During the three months ended March 31, 2025, the Company entered into forward sale agreements with certain financial institutions acting as forward purchasers under the 2024 ATM program with respect to 52,600 shares of common stock at an initial gross weighted average forward price of $314.06 per share, which is to be settled by September 2026.
As of June 30, 2026, $900.0 million of shares of common stock remained available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.
In May 2026, the Company announced that its Board of Directors approved a new stock repurchase plan, without an expiration date, to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million. The plan supersedes the Company’s previous common stock repurchase plan announced in September 2022. During the six months ended June 30, 2026, the Company repurchased and retired 254,001 shares totaling $61.9 million, including commissions, at an average price per share of $243.76 under the previous plan. As of June 30, 2026, the Company had $500.0 million of purchase authority remaining under the current stock repurchase plan.
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Essex pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its lines of credit or commercial paper.
Development Pipeline
The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. The Company defines predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. The Company may also acquire land for future development purposes.
As of June 30, 2026, the Company’s development pipeline was comprised of one consolidated development project of 543 apartment homes and various predevelopment projects, with total incurred costs of $184.1 million, and estimated remaining project costs of approximately $160.5 million, for total estimated project costs of $344.6 million.
The Company expects to fund the development and predevelopment communities by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, commercial paper, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of assets, if any.
Derivative Activity
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
Alternative Capital Sources
The Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. The Company had an interest in 7,265 apartment homes in operating communities with joint ventures and technology co-investments for a total book value of $311.8 million as of June 30, 2026.
Off-Balance Sheet Arrangements
The Company has various unconsolidated interests in certain joint ventures. The Company does not believe that these unconsolidated investments have a materially different impact on its liquidity, cash flows, capital resources, credit or market risk than its consolidated operations. See Note 4, Co-investments, in the Notes to Condensed Consolidated Financial Statements, for carrying values and combined summarized financial information of these unconsolidated investments.
Critical Accounting Estimates
The preparation of condensed consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The Company defines critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company’s critical accounting estimates relate principally to the following key areas: (i) accounting for the acquisition of investments in real estate; and (ii) evaluation of events and changes in circumstances indicating that the carrying value of any of the Company’s rental properties may not be recoverable.
The Company’s critical accounting policies and estimates have not changed materially from the information reported in Note 2, Summary of Critical and Significant Accounting Policies, in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
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Forward-Looking Statements
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations, estimates, assumptions, hopes, intentions, beliefs and strategies regarding the future. Words such as “expects,” “assumes,” “anticipates,” “may,” “will,” “intends,” “plans,” “projects,” “believes,” “seeks,” “future,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding expected operating performance and results (including projected Same-Property revenues and expenses), qualification as a REIT under the Internal Revenue Code of 1986, as amended, property stabilizations, property acquisition and disposition activity, joint venture and co-investment activity, development and redevelopment activity and other capital expenditures, capital raising and financing activity, revenue and expense growth, financial occupancy, interest rate and other economic expectations, including estimated remaining and total project costs related to the Company’s development pipeline and projected new housing supply.
While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed. Factors that might cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; tariffs, geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain its investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations and the anticipated or actual impact of future changes in laws or regulations; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors referred to in this quarterly report on Form 10-Q, in the Company’s annual report on Form 10-K for the year ended December 31, 2025, and those risk factors and special considerations set forth in the Company’s other filings with the SEC which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this report.
Funds from Operations Attributable to Common Stockholders and Unitholders
Funds from Operations Attributable to Common Stockholders and Unitholders (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items (referred to as “Core FFO”) as supplemental operating performance measures. FFO and Core FFO are not used by the Company as, nor should they be considered to be, alternatives to net income computed under U.S. GAAP as an indicator of the Company’s operating performance or as alternatives to cash from operating activities computed under U.S. GAAP as an indicator of the Company’s ability to fund its cash needs.
FFO and Core FFO are not meant to represent a comprehensive system of financial reporting and do not present, nor do they intend to present, a complete picture of the Company’s financial condition and operating performance. The Company believes that net income computed under U.S. GAAP is the primary measure of performance and that FFO and Core FFO are only meaningful when they are used in conjunction with net income.
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The Company considers FFO and Core FFO to be useful financial performance measurements of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land, excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates) and excluding impairment write-downs from operating real estate and unconsolidated co-investments driven by a measurable decrease in the fair value of real estate held by the co-investment, FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. The Company believes that its condensed consolidated financial statements, prepared in accordance with U.S. GAAP, provide the most meaningful picture of its financial condition and its operating performance.
In calculating FFO, the Company follows the definition for this measure published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two Nareit adjustments are useful to investors for the following reasons:
(a)Historical cost accounting for real estate assets in accordance with U.S. GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. Nareit stated in its White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, Nareit’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by U.S. GAAP do not reflect the underlying economic realities.
(b)REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in Nareit’s definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods.
Management believes that it has consistently applied the Nareit definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the Nareit definition for this measure, and thus their disclosure of FFO may not be comparable to the Company’s calculation.
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The table below is a reconciliation of net income available to common stockholders to FFO and Core FFO for the periods presented ($ in thousands, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income available to common stockholders $ 62,462 $ 221,362 $ 168,648 $ 424,472
Adjustments:
Depreciation and amortization 154,073 151,501 308,968 302,788
Gains not included in FFO (11,231) (126,174) (11,231) (237,534)
Depreciation and amortization from unconsolidated co-investments 13,167 14,406 26,483 28,784
Noncontrolling interest related to Operating Partnership units 2,123 7,781 5,792 15,060
Depreciation attributable to third party ownership and other (38) (38) (77) (84)
Funds from operations attributable to common stockholders and unitholders $ 220,556 $ 268,838 $ 498,583 $ 533,486
FFO per share - diluted $ 3.32 $ 4.03 $ 7.49 $ 8.00
Non-core items:
Tax (benefit) expense on unconsolidated technology co-investments (363) (232) 3,251 (395)
Realized and unrealized gains on marketable securities, net (5,716) (2,492) (3,990) (2,401)
Provision for credit losses (256) 14 (222) 11
Equity loss (income) from unconsolidated technology co-investments 849 104 (16,187) (1,612)
Loss on early retirement of debt — — — 762
Income from early redemption of preferred equity investments and notes receivable (179) — (179) —
General and administrative and other, net (1) 56,785 2,661 61,330 3,937
Insurance reimbursements and other, net (247) (339) (298) (700)
Core funds from operations attributable to common stockholders and unitholders $ 271,429 $ 268,554 $ 542,288 $ 533,088
Core FFO per share - diluted $ 4.08 $ 4.03 $ 8.15 $ 8.00
Weighted average number of shares outstanding - diluted (2) 66,462,974 66,670,784 66,575,154 66,663,894
(1)Includes political advocacy costs of $0.1 million and $1.7 million for the three and six months ended June 30, 2026, respectively, and $0.3 million and $0.4 million for the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2026, the Company reached a settlement to fully resolve its case related to RealPage, Inc., totaling $36.5 million and another litigation matter totaling $19.3 million.
(2)Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.
Net Operating Income
Net operating income (“NOI”) and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s condensed consolidated statements of income and comprehensive income. The presentation of Same-Property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines Same-Property NOI as Same-Property revenues less Same-Property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and Same-Property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented ($ in thousands):
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Earnings from operations $ 109,373 $ 279,700 $ 264,566 $ 536,781
Adjustments:
Corporate-level property management expenses 13,432 12,220 26,830 24,552
Depreciation and amortization 154,073 151,501 308,968 302,788
Management and other fees from affiliates (2,318) (2,223) (4,631) (4,717)
General and administrative 73,149 17,157 93,163 33,449
Gain on sale of real estate and land (2,000) (126,174) (2,000) (237,204)
NOI 345,709 332,181 686,896 655,649
Less: Non-Same Property NOI (28,878) (23,457) (56,996) (46,157)
Same-Property NOI $ 316,831 $ 308,724 $ 629,900 $ 609,492