Essex Property Trust Files 8-K on Material Agreement

TL;DR

ESS just signed a big deal and took on new debt. Details TBD.

AI Summary

Essex Property Trust, Inc. (ESS) filed an 8-K on December 12, 2025, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing details financial obligations and includes exhibits, but specific terms of the agreement or the exact financial obligation amount are not provided in this excerpt.

Why It Matters

This filing indicates Essex Property Trust has entered into a significant new agreement that likely involves financial commitments, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential new debt or financial commitments that warrant closer examination.

Key Players & Entities

• ESSEX PROPERTY TRUST, INC. (company) — Filer
• ESSEX PORTFOLIO LP (company) — Former Company / Related Entity
• 0001140361-25-045386 (filing_id) — Accession Number
• 20251212 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value (Essex Property Trust, Inc.)
• $350.0 million — rty Trust, Inc. (the "Company"), issued $350.0 million aggregate principal amount of its 4.875
• $344.2 m — issuance of the Notes was approximately $344.2 million, after deducting the underwriting
• $450.0 million — epayment of the Operating Partnership's $450.0 million aggregate principal amount outstanding
• $75.0 million — tstanding principal amount in excess of $75.0 million at final maturity or upon acceleration

Filing Documents

• ef20061109_8k.htm (8-K) — 53KB
• ef20061109_ex4-2.htm (EX-4.2) — 248KB
• ef20061109_ex5-1.htm (EX-5.1) — 23KB
• ef20061109_ex5-2.htm (EX-5.2) — 26KB
• image01.jpg (GRAPHIC) — 2KB
• image02.jpg (GRAPHIC) — 4KB
• image03.jpg (GRAPHIC) — 4KB
• 0001140361-25-045386.txt ( ) — 596KB
• ess-20251212.xsd (EX-101.SCH) — 4KB
• ess-20251212_def.xml (EX-101.DEF) — 17KB
• ess-20251212_lab.xml (EX-101.LAB) — 25KB
• ess-20251212_pre.xml (EX-101.PRE) — 19KB
• ef20061109_8k_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 12, 2025, Essex Portfolio, L.P. (the "Operating Partnership"), the operating partnership of Essex Property Trust, Inc. (the "Company"), issued $350.0 million aggregate principal amount of its 4.875% senior notes due 2036 (the "Notes"). The terms of the Notes are governed by an indenture, dated March 14, 2024 (the "Base Indenture"), among the Operating Partnership, as issuer, the Company, as guarantor (in such capacity, the "Guarantor"), and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a third supplemental indenture, dated as of December 12, 2025 (the "Third Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Operating Partnership, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including limitations on the Operating Partnership's ability to consummate a merger, consolidation or sale of all or substantially all of its assets and limitations on its ability to incur additional secured and unsecured indebtedness. Copies of the Base Indenture and the Third Supplemental Indenture, including the form of the Notes and guarantee of the Notes by the Guarantor, the terms of which are incorporated herein by reference, are attached as Exhibit 4.1 and 4.2, respectively, to this report. See Item 2.03 below for additional information. The net proceeds from the issuance of the Notes was approximately $344.2 million, after deducting the underwriting discount and estimated offering expenses. The Operating Partnership intends to use the net proceeds of this offering to repay upcoming debt maturities, including to fund a portion of the repayment of the Operating Partnership's $450.0 million aggregate principal amount outstanding of 3.375% senior notes due April 2026, and for other general corporate and working capital purposes, which may include the funding of potential acquisition opport

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Base Indenture, dated March 14, 2024, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee (previously filed on Form 8-K filed on March 14, 2024). 4.2 Third Supplemental Indenture, dated December 12, 2025, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 4.875% Senior Notes due 2036 and the guarantee thereof. 5.1 Opinion of Latham & Watkins LLP. 5.2 Opinion of Venable LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 23.2 Consent of Venable LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized. Date: December 12, 2025 ESSEX PROPERTY TRUST, INC. /s/ Barbara Pak Name: Barbara Pak Title: Executive Vice President and Chief Financial Officer ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc. its General Partner /s/ Barbara Pak Name: Barbara Pak Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR