3 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026
with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Furthermore, we use artificial intelligence technologies in our business and there are significant information technology risks involved in maintaining and deploying these technologies. There can be no assurance that our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability. In particular, if the models underlying our artificial intelligence technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; used without sufficient oversight, governance or in violation of our internal guidelines, policies and procedures; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, data privacy concerns, or material performance issues, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
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indebtedness or that a refinancing will not be done on as favorable terms, which in either case could have a material adverse effect on our financial condition, results of operations and cash flows.
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multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect the Company and its growth and operations.
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New in the latest 10-Q
23 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like
them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
The table below summarizes disposition activity for the nine months ended September 30, 2026 ($ in millions):
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(1) The Company recognized a $ 6.8 million gain on sale of real estate and land in the condensed consolidated statements of income and comprehensive income.
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(2) Concurrent with the disposition, the Company recorded a $10.7 million impairment loss in the condensed consolidated statements of income and comprehensive income to write down the property’s carrying value to its fair value.
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In September 2026, the Company settled all of its forward sale agreements under the 2024 ATM Program by issuing 52,600 shares of common stock at a weighted average forward price of $ 311.13 per share, after commissions, which was inclusive of adjustments made 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 agreements, for net proceeds of $ 16.4 million. As of September 30, 2026, $ 883.5 million of shares remained available to be sold under the 2024 ATM Program.
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Subsequent to quarter end, the Company acquired a 378 -unit apartment home community built in 2024 and located in Oakland, CA. This transaction follows the liquidation of the Company’s $ 64.2 million subordinated loan interest and payoff of the associated $ 92.3 million senior mortgage. The Company has not accrued income on this investment since the third quarter of 2025 and will consolidate the community on its financial statements in the fourth quarter of 2026.
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Subsequent to quarter end, the Company acquired Lincoln Landing, a 474 -unit apartment home community built in 2022 and located in Hayward, CA for a contract price of $ 205.3 million.
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(1) Weighted average company ownership percentages are as of September 30, 2026.
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September 30, 2026 Weighted December 31, 2025 Weighted Weighted Average Maturity In Years as of September 30, 2026 Average Average
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Three Months Ended September 30, 2026 2025 Income Weighted- Per Income Weighted- Per
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Nine Months Ended September 30, 2026 2025 Income Weighted- Per Income Weighted- Per
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Three Months Ended September 30, 2026 2025 Income Weighted- Per Income Weighted- Per
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Nine Months Ended September 30, 2026 2025 Income Weighted- Per Income Weighted- Per
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Impairment loss of $10.7 million for the third quarter of 2026 resulted from the Company’s disposition of Marina City Club and the associated write-down of the property’s carrying value to its fair value.
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Impairment loss of $10.7 million for the nine months ended September 30, 2026 resulted from the Company’s disposition of Marina City Club and the associated write-down of the property’s carrying value to its fair value.
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Other information
On August 27, 2026, Barbara Pak, Executive Vice President and Chief Financial Officer, entered into a "Rule 10b5-1 trading arrangement", as such item is defined in Item 408(a) of Regulation S-K, that provides for the potential exercise of stock options and associated sale of up to 22,907 shares of common stock. The plan will expire on August 28, 2029, subject to early termination for certain specified events as set forth in the plan.
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The following disclosure is included in this Quarterly Report on Form 10-Q in lieu of filing a Current Report on Form 8-K with respect to disclosure required under Item 5.02 thereof.
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On October 23, 2026, the Compensation Committee of the Board of Directors of the Company approved an amendment and restatement of the Essex Property Trust, Inc. Executive Severance Plan (as amended and restated, the “Restated Severance Plan”). The Restated Severance Plan provides for the payment of severance and other benefits to participants in the event of a qualifying termination of employment with the Company. Each of the Company’s executive officers is eligible to participate in the Restated Severance Plan.
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Under the Restated Severance Plan, in the event of a termination of employment by the Company without cause outside of the change in control context, an executive will be eligible to receive: (i) a lump-sum cash payment equal to 12 months’ base salary (or 24 months’ base salary for the Chief Executive Officer (“CEO”)); plus (ii) a lump-sum cash payment equal to the executive’s target annual bonus for the year of termination (or 2 times target annual bonus for the CEO); plus (iii) for the CEO, a lump-sum cash payment equal to the CEO’s target annual bonus for the year of termination, pro-rated for the portion of the year elapsed prior to termination; plus (iv) a lump-sum cash payment equal to 12 months (or 24 months for the CEO) of COBRA health and dental premiums and life insurance premiums. In addition, the CEO will vest in full in each outstanding equity award held by the CEO as of the termination date (except for performance-vesting awards, which will continue to be governed by the terms of the applicable award agreement).
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In the event of a termination of employment by the Company without cause or by the executive for good reason within three months prior to a change in control or within 24 months following a change in control, the Restated Severance Plan provides that the executive will be eligible to receive: (i) a lump-sum cash payment equal to 2.5 times the executive’s base salary (or 3 times base salary for the CEO); plus (ii) a lump-sum cash payment equal to 2.5 times (or 2.95 times for the CEO) the average of the executive’s annual bonuses for the three calendar years prior to the termination date; plus (iii) a lump-sum cash payment equal to the executive’s annual bonus for the year of termination based on actual performance, pro-rated for the portion of the year elapsed prior to termination; plus (iv) a lump-sum cash payment equal to 24 months of COBRA premium payments and life insurance premium payments at the rate in effect at the time of termination; plus (v) accelerated vesting of each outstanding equity award held by the executive as of the termination date (except for performance-vesting awards granted prior to the change in control, which will continue to be governed by the terms of the applicable award agreement); plus (vi) Company-paid outplacement services, up to a maximum expense of $20,000, to be used within 24 months following termination.
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In the event of a termination due to death or disability, the Restated Severance Plan provides that an executive will be eligible to receive: (i) a lump-sum cash payment equal to 12 months’ base salary (or 24 months’ base salary for the CEO); plus (ii) a lump-sum cash payment equal to the executive’s target annual bonus for the year of termination (or 2 times target annual bonus for the CEO); plus (iii) a lump-sum cash payment equal to 12 months of COBRA health and dental premiums; plus (iv) accelerated vesting of each outstanding equity award held by the executive as of the termination date (except for performance-vesting awards, which will continue to be governed by the terms of the applicable award agreement).
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An executive’s right to receive the severance payments and benefits described above (other than in the case of death) is subject to delivery and non-revocation of a general release of claims in favor of the Company and continued compliance with any applicable restrictive covenants.
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The foregoing description of the Restated Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Severance Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
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Item 6
† The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-28 vs 10-K 2026-02-20
In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in “Part I. Item 1A. Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2025, which could materially affect the Company’s financial condition, results of operations, or cash flows. There have been no material changes to the Risk Factors disclosed in Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC and available at www.sec.gov. The risks described in the Company’s annual report on Form 10-K and subsequent quarterly reports on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known or that the Company currently deems to be immaterial may also materially adversely affect the Company’s financial condition, results of operations, or cash flows.
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