埃塞克斯信托美股招股说明书(2025-12-04版)

Essex Portfolio, L.P.$350,000,0004.875% Senior Notes due 2036fully and unconditionally guaranteed byEssex Property Trust, Inc. Essex Portfolio, L.P. (the “Issuer”) is offering $350,000,000 aggregate principal amount of its 4.875% Senior Notes due2036 (the “notes”). The notes will bear interest at the rate of 4.875% per year, payable semi-annually in arrears onFebruary15 and August15 each year, beginning August15, 2026. The notes will mature on February15, 2036. Thenotes will be fully and unconditionally guaranteed by Essex Property Trust, Inc. (“Essex”), which has no significantoperations or material assets, other than its investment in the Issuer. The Issuer may redeem some or all of the notes atany time and from time to time at the applicable redemption price described under the caption “Description of Notes—Optional Redemption.” The Issuer will issue the notes only in registered form in minimum denominations of $2,000and integral multiples of $1,000 in excess thereof. The notes will be the Issuer’s senior unsecured obligations and will rank equally in right of payment with all of theIssuer’s other senior unsecured indebtedness. However, the notes will be effectively subordinated in right of payment toall of the Issuer’s existing and future secured indebtedness (to the extent of the value of the collateral securing suchindebtedness) and to all existing and future unsecured and secured liabilities and preferred equity of the Issuer’ssubsidiaries, including guarantees by the Issuer’s subsidiaries of the Issuer’s other indebtedness. The notes are a new issue of securities with no established trading market. The Issuer does not intend to apply forlisting of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system. You should carefully consider the risks that the Issuer has described in “Risk Factors” beginning on pageS-5ofthis prospectus supplement and page3of the accompanying prospectus, and beginning on page9 of Essex’s andthe Issuer’s combined Annual Report on Form10-K for the year ended December31, 2024, incorporated byreference into this prospectus supplement and the accompanying prospectus, and in Essex’s and the Issuer’speriodic reports and other information that Essex and the Issuer file from time to time with the Securities andExchange Commission before deciding to invest in the Issuer’s notes. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus aretruthful or complete. Any representation to the contrary is a criminal offense. The Issuer expects that the notes will be ready for delivery in book-entry form through The Depository Trust Companyand its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking,société anonyme, on or aboutDecember12, 2025. Joint Book-Running Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageFORWARD-LOOKING STATEMENTSS-iiSUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-9DESCRIPTION OF NOTESS-10UNDERWRITINGS-26WHERE YOU CAN FIND MORE INFORMATIONS-31INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-32LEGAL MATTERSS-33EXPERTSS-33 PROSPECTUS PageABOUT THIS PROSPECTUS1ESSEX AND THE OPERATING PARTNERSHIP2RISK FACTORS3WHERE YOU CAN FIND MORE INFORMATION4INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE4FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK11DESCRIPTION OF OTHER SECURITIES13DESCRIPTION OF DEBT SECURITIES AND GUARANTEES14CERTAIN PROVISIONS OF MARYLAND LAW AND ESSEX’S CHARTER AND BYLAWS21DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF ESSEX PORTFOLIO, L.P.25MATERIAL FEDERAL INCOME TAX CONSIDERATIONS29SELLING SECURITY HOLDERS53PLAN OF DISTRIBUTION54LEGAL MATTERS55EXPERTS55 You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus authorized by us. We have not,and the underwriters have not, authorized anyone to provide you with information that is different from thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus and inany free writing prospectus that we may provide you in connection with the sale of notes offered hereby. Ifanyone provides you with different or inconsistent information, you should not rely on it. We and theunderwriters are offering to sell the notes and seeking offers to buy the notes only in jurisdictions whereoffers and sales are permitted. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus and any free writing prospectus, as well as information wepreviously filed with the Securities and Exchange Commission (the “SEC”) and incorporated herein byreference, is accurate only as of their respective dates or on other dates which are specified in thosedocuments, regardless of t