Camden Property Trust 10-Q, filed Nov 6, 2026
Camden Property Trust (CPT)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Camden Property Trust filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026.
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.38M
- up 70.6% from $2.57M a year earlier
- Net income
- $900.39M
- up 726.5% from net income of $108.93M a year earlier
- Diluted EPS
- $8.71
- up 771.0% from $1.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______________ to _______________
Commission file number: 1-12110
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(713 ) 354-2500
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Address, If Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| NYSE Texas | ||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| ý | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ¨ | Smaller Reporting Company | |||||||||||||||
| Emerging Growth Company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
On October 30, 2026, 100,069,681 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
CAMDEN PROPERTY TRUST
Table of Contents
| Page | |||||||||||
| PART I | |||||||||||
| Item 1 | |||||||||||
Item 2 | |||||||||||
| Item 3 | |||||||||||
| Item 4 | |||||||||||
| PART II | |||||||||||
| Item 1 | |||||||||||
| Item 1A | |||||||||||
| Item 2 | |||||||||||
| Item 3 | |||||||||||
| Item 4 | |||||||||||
| Item 5 | |||||||||||
| Item 6 | |||||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share amounts) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Real estate assets, at cost | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| $ | $ | ||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Net operating real estate assets | $ | $ | |||||||||
| Properties under development and land | |||||||||||
| Total real estate assets | $ | $ | |||||||||
| Accounts receivable – affiliates | |||||||||||
| Other assets, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Notes payable | |||||||||||
| Unsecured | $ | $ | |||||||||
| Secured | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Accrued real estate taxes | |||||||||||
| Distributions payable | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Equity | |||||||||||
Common shares of beneficial interest; $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of net income attributable to common shareholders | ( | ( | |||||||||
Treasury shares, at cost ( | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total common equity | $ | $ | |||||||||
| Non-controlling interests | |||||||||||
| Total equity | $ | $ | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
1
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Property revenues | $ | $ | $ | $ | |||||||||||||||||||
| Property expenses | |||||||||||||||||||||||
| Property operating and maintenance | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Total property expenses | $ | $ | $ | $ | |||||||||||||||||||
| Non-property income | |||||||||||||||||||||||
| Fee and asset management | $ | $ | $ | $ | |||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Income/(loss) on deferred compensation plans | ( | ||||||||||||||||||||||
| Total non-property income | $ | $ | $ | $ | |||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Property management | $ | $ | $ | $ | |||||||||||||||||||
| Fee and asset management | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Interest | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Expense/(benefit) on deferred compensation plans | ( | ||||||||||||||||||||||
| Other non-operating expenses | ( | ||||||||||||||||||||||
| Total other expenses | $ | $ | $ | $ | |||||||||||||||||||
| Impairment associated with land development activities | ( | ( | |||||||||||||||||||||
| Gain on sale of operating properties, including land | |||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income allocated to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share – basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share – diluted | |||||||||||||||||||||||
| Weighted average number of common shares outstanding – basic | |||||||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | |||||||||||||||||||||||
| Condensed Consolidated Statements of Comprehensive Income | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss) | |||||||||||||||||||||||
| Reclassification of (gain)/loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Net income allocated to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
2
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the nine months ended September 30, 2026
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net share awards | |||||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | ( | ( | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the three months ended September 30, 2026
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net share awards | ( | ||||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | ( | ( | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the nine months ended September 30, 2025
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net share awards | |||||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | ( | ( | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended September 30, 2025
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net share awards | ( | ||||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | ( | ( | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment associated with land development activities | |||||||||||
| Gain on sale of operating properties, including land | ( | ( | |||||||||
| Investment losses | |||||||||||
| Share-based compensation | |||||||||||
| Net change in operating accounts and other | |||||||||||
| Net cash from operating activities | $ | $ | |||||||||
| Cash flows from investing activities | |||||||||||
| Development and capital improvements, including land | $ | ( | $ | ( | |||||||
| Acquisition of operating properties | ( | ( | |||||||||
| Net proceeds from sale of operating properties and land | |||||||||||
| Increase in non-real estate assets | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash from investing activities | $ | $ | ( | ||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on unsecured revolving credit facility | $ | $ | |||||||||
| Repayments on unsecured revolving credit facility | ( | ( | |||||||||
| Proceeds from (repayments of) commercial paper program, net | ( | ||||||||||
| Repayment of notes payable | ( | ||||||||||
| Proceeds from notes payable | |||||||||||
| Distributions to common shareholders and non-controlling interests | ( | ( | |||||||||
| Repurchase of common shares | ( | ( | |||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Other | |||||||||||
| Net cash from financing activities | $ | ( | $ | ( | |||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Supplemental information | |||||||||||
| Cash paid for interest, net of interest capitalized | $ | $ | |||||||||
| Net cash paid for income taxes | |||||||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Distributions declared but not paid | $ | $ | |||||||||
| Value of shares issued under benefit plans, net of cancellations | |||||||||||
| Accrual associated with construction and capital expenditures | |||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
CAMDEN PROPERTY TRUST
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business
Business. Formed on May 25, 1993, Camden Property Trust (the "Company"), a Texas real estate investment trust ("REIT"), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as "communities," "multifamily communities," "properties," "operating properties," or "multifamily properties" in the following discussion. As of September 30, 2026, we owned interests in, operated, or were developing 172 multifamily properties comprised of 58,555 apartment homes across the United States. Of the 172 properties, four properties were under construction as of September 30, 2026, and will consist of a total of 1,560 apartment homes when completed. We also own land holdings we may develop into multifamily communities in the future.
2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Interim Financial Reporting. We have prepared these unaudited financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While we believe the disclosures presented are adequate for interim reporting, these interim unaudited financial statements should be read in conjunction with the audited financial statements and notes included in our 2025 Annual Report on Form 10-K.
Acquisitions of Real Estate. Our acquisitions of real estate assets are generally accounted for as asset acquisitions. Upon acquisition, we determine the fair value of tangible and intangible assets, which includes land, buildings (as if-vacant), furniture and fixtures, the value of in-place leases, including above and below-market leases, and assumed liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Estimates of fair value of acquired debt, if any, are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below-market leases is amortized on a straight-line basis over the estimated average remaining life of leases in place at the time of acquisition; the net carrying value of in-place leases are included in other assets, net and the net carrying value of above or below-market leases are included in other liabilities, net in our condensed consolidated balance sheets.
We recognized amortization expense related to in-place leases for the three months ended September 30, 2026 and 2025 of approximately $11.6 million and $6.2 million, respectively, and for the nine months ended September 30, 2026 and 2025 of approximately $18.2 million and $13.2 million, respectively. Net above and below-market leases were not material for each of the three and nine months ended September 30, 2026 and 2025.
Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies,
8
could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, comparable sales, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective. See Note 5. "Acquisitions, Dispositions, and Impairments" for discussion of impairment charges recognized during the three and nine months ended September 30, 2026.
The value of our properties under development depends on market conditions, including estimates of the project start date, projected construction costs, and demand for multifamily communities. We have reviewed market trends and other marketplace information and incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.
We believe the carrying value of our operating real estate assets, properties under development and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value estimates, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges could have an adverse effect on our condensed consolidated financial position and results of operations.
Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt and was approximately $4.7 million and $3.5 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $12.9 million and $10.6 million for the nine months ended September 30, 2026 and 2025, respectively. Capitalized real estate taxes were approximately $0.5 million for each of the three months ended September 30, 2026 and 2025 and approximately $1.6 million and $1.7 million for the nine months ended September 30, 2026 and 2025, respectively.
Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and certain activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are substantially completed, the total capitalized development cost of each apartment home and the associated land are transferred from properties under development to buildings and improvements and land.
Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:
| Estimated Useful Life | |||||
| Buildings and improvements | 5-35 years | ||||
| Furniture, fixtures, equipment, and other | 3-20 years | ||||
| Intangible assets/liabilities (in-place leases and above and below-market leases) | |||||
Derivative Financial Instruments. Derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value and presented on a gross basis for financial reporting purposes even when those instruments are subject to master netting arrangements and may otherwise qualify for net presentation. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Cash flows from derivatives and the related gains and losses are classified as cash flows from operating activities in the condensed consolidated statements of cash flows.
9
Cash Flow Hedges. For derivative instruments designated and qualifying as cash flow hedges, gains and losses are recognized in other comprehensive income ("OCI") and recorded in accumulated other comprehensive income ("AOCI") in our condensed consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item in our condensed consolidated statements of income and comprehensive income.
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
Fair Value Hedges. For derivative instruments designated and qualifying as fair value hedges, changes in the fair value of the derivative instrument and offsetting changes in the fair value of the underlying hedged items attributable to the hedged risk are recorded to interest expense in our condensed consolidated statements of income and comprehensive income.
Counterparty Credit Risk. Fair values of our derivatives can change significantly from period-to-period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis.
Fair Value. For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
•Level 1: Quoted prices for identical instruments in active markets.
•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3: Significant inputs to the valuation model are unobservable.
Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:
Derivative Financial Instruments. The estimated fair values of derivative financial instruments are valued 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 and volatility. The fair values of interest rate swaps are estimated using the market-standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, including our own nonperformance risk and the respective counterparty’s nonperformance risk.
Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments, excluding the value of Company shares, are recorded in other assets in our condensed consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.
Non-Recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets which are recorded at fair value when they are acquired, or if the long-lived assets are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a
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quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy. In addition, technology investments are assessed quarterly for impairment and measured at fair value if there is a permanent decline in estimated market conditions using Level 3 inputs, as further described below at "Investments".
Financial Instrument Fair Value Disclosures. As of September 30, 2026 and December 31, 2025, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and distributions payable represented fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. In calculating the fair value of our notes payable, interest rate, and spread assumptions reflect current creditworthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.
Income Recognition. The majority of our revenues are derived from real estate lease contracts and presented as property revenues, and include rental revenue as well as revenue under contractual terms for other services provided to our customers. As a lessor, we have elected practical expedients to: i) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and ii) exclude from lease revenues certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, Accounting Standards Codification ("ASC") 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:
Property Revenues. We earn rental revenue from operating lease contracts for the use of dedicated spaces within our only underlying asset class of owned assets. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new and separate contract which will be recognized at the time the option is exercised on a straight-line basis over the renewal period.
As of September 30, 2026, our average residential lease term was approximately fourteen months with all non-residential commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:
| (in millions) | |||||
| Year ending December 31, | Operating Leases | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Credit Risk. We believe there is no significant concentration of credit risk due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms in our leases.
Investments. We hold equity interests in certain technology funds which are not accounted for using the equity method because we have no influence over these entities and their fair values are not readily determinable. These investments are recorded using the measurement alternative in which our equity interests are recorded at cost, adjusted for impairments and observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we reassess whether these investments continue to qualify for this measurement alternative. We had investments of approximately $19.1 million and $20.0 million as of September 30, 2026 and December 31, 2025, respectively. These investments are included in other assets, net in our condensed consolidated balance sheets. During the nine months ended September 30, 2026, we recorded a $4.9 million impairment charge related to the permanent decline in estimated market conditions of certain technology investments, which is included in other non-operating expenses in our condensed consolidated statements of income and comprehensive income. No impairment charges were recognized during the same period in 2025.
Restricted Cash. Restricted cash generally consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves; cash required to be segregated for the repayment of residents' security deposits; escrowed amounts related to our development and acquisition activities; and amounts designated by the Company for planned Section 1031 exchange transactions. At September 30, 2026, approximately $427.0 million of restricted cash was held by a qualified intermediary in connection with Section 1031 exchange activity.
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Reclassification of Prior Period. Certain prior period amounts have been reclassified in our condensed consolidated statement of income and comprehensive income to conform to the current period presentation, including certain legal-related costs from general and administrative expenses to other non-operating expenses for the three and nine months ended September 30, 2025. In addition, certain prior period amounts in the condensed consolidated statements of cash flow have been reclassified to conform to the current year presentation. These reclassifications had no impact on the condensed financial statements.
3. Per Share Data
Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards as well as units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested restricted share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The impact of performance share awards, if any, and other units convertible into common shares is included in diluted earnings per share using the treasury stock method, and the impact of common shares under a forward sale agreement, if any, is included using the if-converted method until settlement.
The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 0.2 million for each of the three and nine months ended September 30, 2026, consisting of anti-dilutive share awards granted. For each of the three and nine months ended September 30, 2025, approximately 1.8 million securities were excluded, consisting of anti-dilutive share awards granted and units convertible into common shares. The securities are anti-dilutive and were therefore excluded from the diluted earnings per share calculations. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Earnings per common share calculation – basic | ||||||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Amount allocated to participating securities | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income attributable to common shareholders – basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Total earnings per common share – basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average number of common shares outstanding – basic | ||||||||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Earnings per common share calculation – diluted | ||||||||||||||||||||||||||
| Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Income allocated to common units from continuing operations | ||||||||||||||||||||||||||
| Net income attributable to common shareholders – diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Total earnings per common share – diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average number of common shares outstanding – basic | ||||||||||||||||||||||||||
| Incremental shares issuable from assumed conversion of awards granted | ||||||||||||||||||||||||||
| Common units | ||||||||||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | ||||||||||||||||||||||||||
4. Common Shares
In January 2026, we repurchased 1,096,807 common shares at an average price of $110.03 per share for approximately $120.7 million under our then-existing share repurchase plan, which authorized up to $500.0 million of common equity securities through open-market purchases, block purchases, and privately negotiated transactions. In February 2026, our Board of Trust Managers authorized a new share repurchase plan of up to $600.0 million of our common shares or equity securities, replacing the $500.0 million share repurchase plan authorized in October 2022, which had approximately $58.6 million remaining upon termination. Under the new plan, we repurchased 1,536,223 common shares during February and March of 2026 for approximately $158.1 million, at an average price of $102.91 per share; 1,429,136 common shares during the second quarter of 2026 for approximately $144.1 million, at an average price of $100.78 per share; and 474,660 common shares during the third quarter of 2026 for approximately $50.0 million, at an average price of $105.34 per share. Through September 30, 2026, we repurchased an aggregate of 3,440,019 common shares under the new plan for approximately $352.1 million, at an average price of $102.36 per share. As of the date of this filing, approximately $247.9 million remained available for repurchase under our share repurchase plan.
We currently have an automatic shelf registration statement which allows us to offer common shares, preferred shares, debt securities, or warrants, and our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At September 30, 2026, we had approximately 100.1 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
In April 2026, we renewed our at-the-market ("ATM") share offering program, which was expiring pursuant to its terms in May 2026, and entered into a replacement ATM share offering program through which we can, but have no obligation to, sell common shares for an aggregate offering amount of up to $500.0 million (the "2026 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use the proceeds from any sale of our common shares under the 2026 ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured revolving credit facility or commercial paper program, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.
The 2026 ATM program also permits the use of forward sale agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of the applicable shares until a later date. If we enter into a forward sale agreement, we expect the applicable forward purchasers will borrow from third parties and, through the applicable sales agent acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the applicable agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any
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5. Acquisitions, Dispositions, and Impairments
Acquisitions of Operating Properties. During the nine months ended September 30, 2026, we acquired eight operating properties for an aggregate purchase price of approximately $754.5 million as follows: a 288 -apartment home community in Orlando, Florida, and a 269 -apartment home community in Alpharetta, Georgia, both of which were acquired in April 2026; a 196 -apartment home community in Franklin, Tennessee, a 349 -apartment home community in Roanoke, Texas, and a 320 -apartment home community in Gilbert, Arizona, each of which were acquired in June 2026; a 296 -apartment home community in Tampa, Florida, and a 343 -apartment home community in Charlotte, North Carolina, both of which were acquired in July 2026; and a 300 -apartment home community in Nashville, Tennessee, which was acquired in August 2026. During the nine months ended September 30, 2025, we acquired three operating properties for an aggregate purchase price of approximately $337.7 million as follows: a 352 -apartment home community in Leander, Texas, acquired in January 2025; a 435 -apartment home community in Nashville, Tennessee, acquired in February 2025; and a 360 -apartment home community in Clearwater, Florida, acquired in May 2025.
Acquisitions of Land. During the nine months ended September 30, 2026, we acquired for future development purposes three parcels of land for an aggregate purchase price of approximately $63.3 million as follows: approximately 17.9 acres in Morrisville, North Carolina, and 64.4 acres in Tampa, Florida, both of which were acquired in May 2026, and approximately 18.6 acres in Tampa, Florida, which was acquired in August 2026. We did not acquire any land during the nine months ended September 30, 2025.
Sale of Operating Properties. During the three months ended September 30, 2026, we sold 11 operating properties, comprised of 3,620 apartment homes in Los Angeles/Orange County and San Diego/Inland Empire, California, for an aggregate of approximately $1.6 billion in July 2026. We recognized a gain of approximately $973.0 million, which is included in gain on sale of operating properties, including land in our condensed consolidated statements of income and comprehensive income. During the third quarter of 2026, approximately $0.9 billion of the proceeds were used to retire balances outstanding under the Company's unsecured revolving credit facility and commercial paper program. As of September 30, 2026, approximately $427.0 million of the proceeds remained in restricted cash held by a qualified intermediary in connection with Section 1031 exchange transactions. In addition, approximately $121.7 million of additional proceeds from the sale were in cash and cash equivalents as of September 30, 2026.
During the nine months ended September 30, 2026, we also sold one operating property in Irving, Texas for approximately $77.0 million in February and recognized a gain of approximately $67.9 million.
During the three and nine months ended September 30, 2025, we completed three dispositions consisting of one dual-phased operating property in Houston, Texas and one operating property in Irving, Texas in July for a total of approximately $113.5 million and recognized a total gain of approximately $85.6 million. Additionally, during the nine months ended September 30, 2025, we completed the disposition of one operating property in Houston, Texas in June for approximately $60.0 million and recognized a gain of approximately $47.3 million.
Dispositions of Land. During the nine months ended September 30, 2026, we disposed of small land parcels in Houston, Texas and Raleigh, North Carolina for total proceeds of approximately $1.1 million and recognized an aggregate gain on sale of approximately $0.8 million.
In October 2026, we sold approximately 2.6 acres of land in Los Angeles, California for approximately $10.7 million.
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6. Notes Payable
The following is a summary of our indebtedness:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Commercial banks | ||||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| Senior unsecured notes | ||||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| Total unsecured notes payable | $ | $ | ||||||||||||
| Secured notes | ||||||||||||||
| Master Credit Facilities | ||||||||||||||
| $ | $ | |||||||||||||
| Total secured notes payable | $ | $ | ||||||||||||
Total notes payable (3) | $ | $ | ||||||||||||
(1) Balances are increased by $0.3 million and $4.9 million for fair value adjustments due to changes in benchmark interest rates related to these notes as of September 30, 2026 and December 31, 2025, respectively. See Note 7. "Derivative Financial Instruments and Hedging Activities," for further discussion.
(2) The 2029 Notes had an effective annual interest rate of approximately 3.84% through June 2026, reflecting the amortization of a settled forward interest rate swap. Upon completion of the amortization period in June 2026, the effective annual interest rate decreased to approximately 3.28% for the remainder of the term. The weighted average interest rate over the life of the notes is approximately 3.67%.
(3) Balances are decreased by unamortized debt discounts, debt issuance costs, and fair market value adjustments, net of $18.6 million and $10.1 million as of September 30, 2026 and December 31, 2025, respectively.
In March 2026, we amended and restated our existing credit facility (the "Credit Agreement"), to among other things, remove a $300.0 million unsecured term loan facility with a delayed draw feature and extend the maturity date of our $1.2 billion unsecured revolving credit facility from August 2026 to March 2030, which may be extended at our option for two consecutive six-month periods. The Credit Agreement also continues to provide that, upon satisfaction of certain conditions, we may expand the facility up to three times by up to an additional $500.0 million in the aggregate. The interest rate on our unsecured revolving credit facility is based upon, at our option, (a) the daily or the one-, three-, or six-month Secured Overnight Financing Rate ("SOFR") plus, in each case, a spread based on our credit rating, or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%. Advances under our unsecured revolving credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $600 million or the remaining amount available under our unsecured revolving credit facility. Our unsecured revolving credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, 2026 and through the date of this filing.
Our unsecured revolving credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our unsecured revolving credit facility, it does reduce the amount available. At September 30, 2026, we had $1.2 billion available under our unsecured facility and we had outstanding letters of credit totaling approximately $0.3 million, leaving approximately $1.2 billion available under our
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unsecured revolving credit facility. The unsecured revolving credit facility also serves as a liquidity backstop for our commercial paper program, for which no amount was outstanding at September 30, 2026.
In February 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes under the exemption from registration contained in Section (4)(a) of the Securities Act of 1933, as amended. Amounts available under the commercial paper program may be borrowed, repaid, and reborrowed from time to time, with the aggregate face or principal amount of the commercial paper notes outstanding under the commercial paper program at any time not to exceed $600 million. The commercial paper notes have maturities of up to 397 days from the date of issuance and rank at least equally with all other unsecured and unsubordinated indebtedness. Net proceeds from issuances under the program may be used for general corporate purposes, which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital. No commercial paper notes were outstanding at September 30, 2026, compared to $590.0 million outstanding at December 31, 2025. The weighted average interest rate on commercial paper outstanding during the nine months ended September 30, 2026 was approximately 3.89 % compared to 3.84 % on commercial paper outstanding at December 31, 2025.
On July 8, 2026, we entered into a 364-day unsecured term loan facility ("term loan facility") with an aggregate principal amount of $350 million. The interest rate on our term loan facility is based upon, at our option, (a) Daily SOFR or one-, three- or six month Term SOFR plus, in each case, a spread based on our credit rating or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%, plus a spread based on our credit rating. The term loan facility is subject to the same financial covenants and limitations as those contained in our unsecured revolving credit facility, and we believe we are in compliance with all such covenants and limitations through the date of this filing.
In September 2026, we extended the maturity date of our $40.0 million unsecured floating rate term loan with an unrelated third party from September 2026 to September 2028.
In February 2026, we issued $600.0 million aggregate principal amount of 4.90 % senior unsecured notes due February 28, 2036 (the "2036 Notes") under our then-existing shelf registration statement. The 2036 Notes were offered to the public at 99.94 % of their face amount with a stated rate of 4.90 % and a yield to maturity of 4.91 %. After deducting underwriting discounts and other offering expenses, the net proceeds from the sale of the 2036 Notes were approximately $594.0 million. Interest on the 2036 Notes is payable semi-annually on February 28 and August 28, beginning August 28, 2026. We may redeem the 2036 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. If, however, we redeem the 2036 Notes on or after three months prior to their maturity date, the redemption price will equal 100% of the principal amount of the 2036 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2036 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness.
In March 2026, we repaid the principal amount of one of our conventional mortgage secured notes payable, which matured on April 1, 2026, for a total of $12.0 million, plus accrued interest. In September 2026, we repaid the principal amount of another conventional mortgage secured notes payable, which was scheduled to mature on October 1, 2026, for a total of $12.0 million, plus accrued interest.
In October 2026, we repaid, at par, the $500.0 million principal amount of our 5.85 % senior unsecured notes due November 2026 prior to maturity and incurred no prepayment penalties in connection with the early repayment. The repayment was funded with a combination of cash on hand and borrowings under our commercial paper program. Concurrent with the repayment, we terminated the related $500.0 million notional amount interest rate swap, which had been designated as a fair value hedge of the 5.85 % fixed rate senior unsecured notes due November 2026.
We had outstanding floating rate debt of approximately $889.2 million and $1.1 billion at September 30, 2026 and December 31, 2025, respectively, which includes senior unsecured notes payable due in 2026 which have been converted to floating rate debt through the issuance of an interest rate swap. The weighted average interest rate on our outstanding floating rate debt was approximately 5.1 % and 4.4 % at September 30, 2026 and December 31, 2025, respectively.
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Our indebtedness had a weighted average maturity of approximately 5.0 years at September 30, 2026. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at September 30, 2026:
| (in millions) (1) | Amount (2) | Weighted Average Interest Rate (3) | ||||||||||||
| Remainder of 2026 | $ | % | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total | $ | % | ||||||||||||
(1)Includes all available extension options.
(2)Includes amortization of debt discounts, debt issuance costs, and fair market value adjustments.
(3)Includes the effects of the applicable settled derivatives.
7. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments related to our borrowings. We do not utilize derivative financial instruments for trading or speculative purposes. See Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for a further discussion of derivative financial instruments.
Cash Flow Hedges. From time to time, we enter into designated cash flow hedges to manage the variability in cash flows due to changes in benchmark interest rates. We enter into interest rate swap agreements, including forward interest rate swaps and treasury locks, settled in cash based upon the difference between an agreed-upon benchmark rate and the prevailing benchmark rate at settlement. The agreements are generally settled around the time of the pricing of the related debt. Each cash flow derivative gain or loss is recorded to OCI and is subsequently reclassified to interest expense over the life of the related debt. We did not have any cash flow hedges at September 30, 2026 and 2025.
During the three months ended September 30, 2026, approximately $0.4 million was reclassified from AOCI as a decrease to interest expense related to derivative financial instruments settled in prior periods, compared to approximately $0.3 million reclassified from AOCI as an increase to interest expense during the three months ended September 30, 2025. During the nine months ended September 30, 2026 and 2025, approximately $0.3 million and $1.0 million, respectively, was reclassified from AOCI as increases to interest expense.
Fair Value Hedges. From time to time, we utilize interest rate swaps to achieve an additional level of floating rate debt relative to fixed rate debt as we deem appropriate. We designate fixed to floating interest rate swaps as fair value hedges. The changes in fair value of these derivative instruments and the offsetting changes in fair value of the underlying hedged debt due to changes in the relevant benchmark interest rates are recorded in interest expense. At September 30, 2026 and December 31, 2025, we had one interest rate swap with a notional amount of $500.0 million designated as a fair value hedge, which converted our $500.0 million principal amount of 5.85 % fixed rate senior unsecured notes due November 2026 into a floating rate instrument with an interest rate based on a SOFR index. In October 2026, we terminated the interest rate swap concurrent with the repayment of the related senior unsecured notes. See Note 6. "Notes Payable" for further discussion.
Refer to Note 11. "Fair Value Measurements" for additional information regarding the fair value measurements and hierarchy classification of our outstanding derivative instruments and the corresponding fair value classifications.
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8. Share-Based Compensation
Incentive Compensation. Our Board of Trust Managers adopted in February 2026, and our shareholders approved on May 8, 2026, the Camden Property Trust Amended and Restated 2018 Share Incentive Plan (the “Amended 2018 Share Plan”), which amends and restates our 2018 Share Incentive Plan (the “2018 Plan”). Under the Amended 2018 Share Plan, we may issue up to a total of approximately 15.5 million common shares (the "Share Limit"). The Share Limit is comprised of 8.2 million of shares authorized for grant under the 2018 Plan, plus approximately 7.3 million new common shares. The shares available for awards under the Amended 2018 Share Plan are subject to certain other limits under the plan, generally available for any type of award authorized under the Amended 2018 Share Plan including stock options, stock appreciation rights, restricted stock awards, performance awards, stock bonuses, and other stock-based awards. Persons eligible to receive awards under the Amended 2018 Share Plan include subsidiaries' officers and employees, Trust Managers, and certain of our subsidiaries' consultants and advisors. Shares issued or to be issued are counted against the Share Limit as (1) 3.45 to 1.0 for every share award, excluding stock options and stock appreciation rights, granted, and (2) 1.0 to 1.0 for every stock option or stock appreciation right granted. As of September 30, 2026, there were approximately 9.8 million common shares available for grant under the Amended 2018 Share Plan, which would result in approximately 2.8 million shares which could be granted pursuant to full value awards conversion ratios as defined under the Amended 2018 Share Plan.
Total share-based compensation cost charged against income was approximately $4.3 million and $4.8 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $14.0 million and $13.5 million for the nine months ended September 30, 2026 and 2025, respectively. Total capitalized share-based compensation costs were approximately $0.7 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $2.0 million and $2.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Restricted Share Awards and Vesting. Share awards for employees generally vest over three years and are valued at the market value of the shares on the grant date. In the event the holder of the share awards attains at least age 65, and with respect to an employee, also attains at least ten or more years of service ("Retirement Eligibility") before the term in which the awards are scheduled to vest, the value of the share awards to such individual is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted to individuals after they reach Retirement Eligibility vest on the date of grant. A summary with respect to restricted share awards under our share incentive plans for the nine months ended September 30, 2026 is shown below:
| Nonvested Share Awards Outstanding | Weighted Average Exercise / Grant Price | ||||||||||||||||||||||
| Nonvested share awards outstanding at December 31, 2025 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Total nonvested share awards outstanding at September 30, 2026 | $ | ||||||||||||||||||||||
The weighted average fair value of share awards granted during the nine months ended September 30, 2026 and 2025 was $108.51 per share and $118.84 per share, respectively. The total fair value of shares vested was approximately $23.9 million and $24.8 million during the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, the unamortized value of previously issued unvested share awards was approximately $18.5 million which is expected to be amortized over the next two years .
Performance Share Awards. In February 2026, the Company awarded 50,927 performance share units ("PSUs") under the 2018 Share Plan (which are now issuable under the Amended 2018 Plan) to certain executive officers, all of which remain outstanding as of September 30, 2026. The PSUs vest at the end of a three‑year performance period, subject to the executive’s continued employment with the Company through the final day of the performance period, which requirement is deemed satisfied upon a qualifying event, retirement, or disability. If an executive's service terminates due to death before the vesting date, the PSUs vest as if the performance period ended on such date. Payouts may range from 0 % to 200 % of the target number of PSUs, based on the achievement of pre‑established market and operating performance metrics, and are settled in common shares following the completion of the performance period. We treat PSUs as equity awards, and therefore, the amount of stock-based compensation we record over the performance period is based on the respective fair values of the PSUs on the grant date.
Approximately 25,463 of the PSUs are subject to market conditions based on the Company’s total shareholder return ("TSR") relative to (i) the Equity Apartment Index and (ii) the Equity REIT Index over the three‑year performance period. The Company uses a Monte Carlo valuation model to estimate the grant-date fair value for these market-based awards and will
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recognize compensation cost over the service period regardless of whether the TSR performance measures are met. Under this model, the simulated prices for the two indices described above are weighted to determine the grant‑date fair value per unit, which for the February 2026 awards was $120.42 .
The remaining 25,464 PSUs are subject to operating performance conditions based on the Company’s Net Debt to Annualized Adjusted EBITDAre (Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate) ratio and Core Funds from Operations ("Core FFO") per share over the same three‑year performance period. The fair value of the Net Debt to Annualized Adjusted EBITDAre and Core FFO per share portion of the PSUs was determined based on the closing market price of the Company's common shares on the date of grant, which was $108.84 for the February 2026 awards, and compensation cost will be recognized and adjusted at each reporting period date based on the probable outcome of the applicable performance conditions.
The PSUs include dividend equivalent rights ("DERs"), pursuant to which holders receive additional PSUs for cash dividends declared on the Company’s common shares during the performance period. DERs accrue on both the original PSUs and previously credited DERs and are subject to the same vesting conditions and payout terms as the underlying PSUs.
9. Commitments and Contingencies
Construction Contracts. As of September 30, 2026, we estimated the total additional cost to complete the four properties currently under construction to be approximately $209.3 million. We expect to fund this amount through a combination of one or more of the following: cash flows generated from operations, existing cash and cash equivalents, draws on our unsecured revolving credit facility and commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages.
Litigation. We were named as a defendant in several cases alleging antitrust violations by RealPage, Inc. ("RealPage"), a seller of revenue management software and owners and/or operators of multifamily housing, including us, which utilize this software. The complaints alleged collusion among the defendants to fix rents in violation of Section 1 of the Sherman Act. The U.S. Judicial Panel on Multidistrict Litigation consolidated 43 cases, including those filed against us, into a single action in the United States District Court for the Middle District of Tennessee, in a case captioned In re: RealPage, Inc., Rental Software Antitrust Litigation (No. II) (the "Class Action Litigation").
On April 7, 2026, we entered into a binding term sheet for settlement with the named plaintiffs in the Class Action Litigation. Subsequently, the parties executed a definitive settlement agreement, and received the required preliminary court approvals during the three months ended June 30, 2026. Final court approval was granted in October 2026. Pursuant to the settlement agreement, we agreed to pay an aggregate of $53.0 million to settle all claims which have been asserted, or could have been asserted, against us in the Class Action Litigation, inclusive of class member recoveries, plaintiffs’ attorneys’ fees, and settlement administration costs. The settlement payment was payable in two equal installments of $26.5 million, which were timely paid during the three months ended June 30, 2026 and September 30, 2026. The settlement also includes certain prospective commitments regarding our business practices, including provisions relating to the disclosure and use of non‑public data. The execution of the term sheet and settlement agreement did not and does not constitute an admission of fault or liability, and we do not admit fault or liability.
In addition to the Class Action Litigation disclosed above, on November 1, 2023, we, along with 13 other owners and/or operators of multifamily housing and RealPage, were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of the District of Columbia. On February 28, 2024, we, along with 11 other owners and/or operators of multifamily housing and RealPage, were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of Arizona. On January 7, 2025, we, along with six other owners and/or operators of multifamily housing, were named in a civil lawsuit brought by the U.S. Department of Justice and ten states against RealPage with similar allegations. On June 5, 2026, the Maryland Attorney General amended a pending lawsuit centering around the use of said revenue management software to add additional defendants, including Camden. Additionally, we have been informed by other state regulators they are investigating this matter. We believe these various lawsuits are without merit, and we intend to vigorously defend against them. As these proceedings are still at various stages of the fact and expert discovery phases, it is not possible for us to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.
During the nine months ended September 30, 2026, we recognized an expense of $55.5 million related to the settlement agreement described above and other unresolved related legal matters, including estimated costs to defend. This expense relates to accruals established for these matters during 2026 and was recorded in other non-operating expenses in our condensed consolidated statements of income and comprehensive income. During the three months ended September 30, 2026, we recorded adjustments related to these matters, resulting in a net reduction of approximately $1.0 million in other non-operating
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expenses. The ultimate resolution of the remaining matters may differ from the amounts accrued, and any such differences will be recognized in the period in which they become known.
We are subject to various other legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegation of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management currently believes the final outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements.
Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At September 30, 2026, we had no earnest money included in other assets in our condensed consolidated balance sheet.
Lease Commitments. Substantially all of our lessee operating leases, which are recorded within other liabilities in our condensed consolidated balance sheets, are related to office facility leases. We had no significant changes to our lessee lease commitments during the nine months ended September 30, 2026. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $0.9 million and $1.0 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $3.1 million and $2.9 million for the nine months ended September 30, 2026 and 2025, respectively.
The following is a summary of our future minimum payments of our current leases as of September 30, 2026:
| (in millions) | |||||
| Year ending December 31, | Operating Leases | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Discount for time value | ( | ||||
| Lease liability as of September 30, 2026 | $ | ||||
Employment Agreements. Effective March 24, 2026, the Company entered into employment agreements with three of our senior executives in connection with their promotions, including our newly appointed Chief Executive Officer (formerly our President and Chief Financial Officer), President and Chief Operating Officer (formerly our Chief Operating Officer), and Executive Vice President - Chief Financial Officer and Treasurer (formerly our Senior Vice President - Finance and Treasurer). Each agreement provides for a term extending through August 20, 2027, with an annual automatic one-year renewal period, unless earlier terminated. These agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of various goals as determined by the Company. The agreements also provide for severance payments if certain situations occur including termination without cause, or termination due to a change of control. In the event of termination without cause, the severance payment equals two times the greater of the executive’s current year gross income earned or the average gross income earned over the three most recent fiscal years, and equity awards which vest solely on continued service shall fully vest. However, if the termination without cause occurs within 60 days prior
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to, upon, or at any time following a change in control of the Company, such severance payment will instead be equal to 2.99 times the greater of the executive's current year gross income earned or the average gross income earned over the three most recent fiscal years. In the case of termination due to death or disability, the severance payment will equal previously earned compensation and the incentive bonus. Additionally, our former Chief Executive Officer and Chairman of the Board of Trust Managers became the Executive Chairman of the Board of Trust Managers and entered into a letter agreement effective March 24, 2026 relating to the change of position.
10. Income Taxes
We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90 % of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the REIT level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT corporate subsidiaries, which are not material, is subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.
Income taxes for the three and nine months ended September 30, 2026 and 2025 were comprised mainly of state income and franchise taxes, and federal taxes related to our taxable REIT corporate subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT corporate subsidiaries.
11. Fair Value Measurements
The following disclosures present information about our fair value measurements using the inputs and fair value hierarchy discussed in Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.
Financial Instruments Measured at Fair Value on a Recurring Basis
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation plan investments (1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Derivative financial instruments (fair value hedges) | |||||||||||||||||||||||||||||||||||||||||||||||
Non-Recurring Fair Value Disclosures. During the nine months ended September 30, 2026, we recognized an impairment charge of approximately $86.4 million associated with land development activities, as further disclosed in Note 5. "Acquisitions, Dispositions, and Impairments", and recognized a $4.9 million impairment charge related to certain technology
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investments, as further disclosed in Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Fixed rate notes payable | $ | $ | $ | $ | |||||||||||||||||||
Floating rate notes payable (1) | |||||||||||||||||||||||
12. Reportable Segment
Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed, and discrete financial information is available. We do not distinguish or group our consolidated operations based on size or type and each community has similar long-term economic characteristics and provides similar products and services to our residents. Additionally, all of our operations are located within the continental United States, and no individual multifamily apartment community comprises more than 1.5
The Chief Operating Decision Makers ("CODMs") include the Company's Chief Executive Officer and its President and Chief Operating Officer. The CODMs primarily assess performance of the Company based upon net operating income ("NOI"). The measure of segment assets is reported in the condensed consolidated balance sheets as total consolidated assets. NOI is measured as total property revenues less total property expenses as reported in the condensed consolidated statements of income and comprehensive income. NOI excludes non-property revenues, other expenses, transactional gains and losses, and income taxes. We consider NOI to be an appropriate measure of operating performance because it reflects the ongoing profitability and performance of our communities without an allocation of corporate level management expense or general and administrative costs. The CODMs utilize NOI to evaluate year-over-year growth of our communities from prior periods, as well as to monitor budget to actual results in assessing performance, allocating resources, and establishing compensation.
The following table details NOI and significant expenses for the three and nine months ended September 30:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Property revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Property expenses: | |||||||||||||||||||||||||||||
| Real estate taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Salaries and benefits for on-site employees | ( | ( | ( | ( | |||||||||||||||||||||||||
| Utilities | ( | ( | ( | ( | |||||||||||||||||||||||||
| Repairs and maintenance | ( | ( | ( | ( | |||||||||||||||||||||||||
Other property and maintenance expenses (a) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Non-property income | |||||||||||||||||||||||||||||
Other segment expenses (b) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Impairment associated with land development activities | ( | ( | |||||||||||||||||||||||||||
| Gain on sale of operating properties, including land | |||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
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(a) Other non-significant property segment expenses include the following other property and maintenance expenses: property insurance, marketing and leasing, property general and administrative, and other property expenses.
(b) Other expenses include property management, fee and asset management, general and administrative, income/expense on deferred compensation plans, and other non-operating expenses.
13. Net Change in Operating Accounts
The effect of changes in the operating and other accounts on cash flows from operating activities is as follows:
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Change in assets: | |||||||||||
| Other assets, net | $ | $ | ( | ||||||||
| Change in liabilities: | |||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Accrued real estate taxes | |||||||||||
| Other liabilities | |||||||||||
| Other | |||||||||||
| Change in operating accounts and other | $ | $ | |||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2025. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.
We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical facts, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.
Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:
•Volatility in capital and credit markets, cost increases, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;
•Short-term leases could expose us to the effects of declining market rents;
•We could be negatively impacted by the risks associated with land holdings and related activities;
•Development, repositions, redevelopment and construction risks could impact our profitability;
•Our acquisition strategy may not produce the cash flows expected;
•Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values;
•Failure to qualify as a REIT could have adverse consequences;
•Tax laws could continue to change at any time and any such legislative or other actions could have a negative effect on us;
•A cybersecurity incident and other technology disruptions could negatively impact our business;
•We have significant debt, which could have adverse consequences;
•Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;
•Issuances of additional debt may adversely impact our financial condition;
•We may be unable to renew, repay, or refinance our outstanding debt;
•Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;
•Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;
•The form, timing, and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;
•Litigation risks could affect our business;
•Damage from catastrophic weather and other natural events could result in losses;
•Competition could adversely affect our ability to acquire properties;
•We could be adversely impacted due to our share price fluctuations; and
•Rising interest rates could increase our borrowing costs, lower the value of our real estate, and decrease our share price, leading investors to seek higher yields through other investments.
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These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.
Executive Summary
Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, 2026, we owned interests in, operated, or were developing 172 multifamily properties comprised of 58,555 apartment homes across the United States. Of the 172 properties, four properties were under construction as of September 30, 2026, and will consist of a total of 1,560 apartment homes when completed. We also own land holdings we may develop into multifamily communities in the future.
Business Environment and Current Outlook
During the three and nine months ended September 30, 2026, our results reflect relatively stable same store revenues as compared to the same periods in 2025. The stability was in part due to consistent occupancy, which we believe was primarily attributable to strong resident retention, supported by favorable demographic trends and continued demand for multifamily housing in our markets.
We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate are manageable and moderating levels of supply should likely be met with continued demand to absorb these new deliveries. However, if this were to change or other economic conditions were to worsen, our operating results could be adversely affected.
Consolidated Results
Net income attributable to common shareholders was $900.4 million for the three months ended September 30, 2026, compared to $108.9 million for the same period in 2025. For the nine months ended September 30, 2026, net income attributable to common shareholders was $961.6 million, compared to $228.4 million for the same period in 2025. The increases for the three and nine months ended September 30, 2026 were primarily attributable to higher operating property disposition activity during 2026, resulting in significantly higher gains on the sale of operating properties. During the third quarter of 2026, we recognized a $973.0 million gain on the sale of operating properties located in California, compared to $85.6 million of gains on operating property sales recognized during the same period in 2025. For the nine months ended September 30, 2026, we recognized $1.0 billion of gains on operating property sales, compared to $132.9 million during the same period in 2025. The increases were partially offset by an $86.4 million impairment charge associated with land development activities recognized in the third quarter of 2026. For the nine months ended September 30, 2026, the increase was also partially offset by a $53.0 million settlement expense relating to the Class Action Litigation recognized during the first quarter of 2026. See further discussion of our 2026 operations as compared to 2025 in "Results of Operations" below.
Construction and Development Activity
At September 30, 2026, we had a total of four properties under construction to be comprised of 1,560 apartment homes. As of September 30, 2026, we estimated the total additional cost to complete the construction of these four properties was approximately $209.3 million.
We stopped development activities for the foreseeable future on two of our developments in the third quarter of 2026 and recorded approximately $85.2 million of impairment charges on these land parcels. Additionally, in the third quarter of 2026, we recorded an impairment charge of approximately $1.2 million related to one undeveloped land parcel as the estimated fair value was less than its book value. We review our long-lived assets on an annual basis or whenever events or circumstances indicated the carrying amount of an asset may not be recoverable and our impairment evaluations take into consideration the current and anticipated economic climate. We currently have two other land parcels held for future development we plan to develop. However, the commencement of future developments may be impacted by macroeconomic issues, multifamily market conditions, and other factors. We will continue to evaluate future development starts based on market, economic, and capital market conditions. However, there can be no assurance we will not have impairment charges in the future.
Litigation Update
On April 7, 2026, we entered into a binding term sheet to settle the Class Action Litigation. Subsequently, the parties executed a definitive settlement agreement, and received the required preliminary court approvals during the three months ended June 30, 2026. Final court approval was granted in October 2026. Pursuant to the settlement agreement, we agreed to pay an aggregate of $53.0 million to settle all claims which have been asserted, or could have been asserted, against us in the litigation, inclusive of class member recoveries, plaintiffs’ attorneys’ fees, and settlement administration costs. The settlement
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payment was payable in two equal installments of $26.5 million, which were timely paid during the three months ended June 30, 2026 and September 30, 2026.
Debt
In February 2026, we issued $600.0 million of 4.90% senior unsecured notes due February 28, 2036.
In March 2026, we amended and restated our existing credit facility to (i) remove a $300 million unsecured term loan facility with a delayed draw feature and (ii) extend the maturity date of the unsecured revolving credit facility from August 2026 to March 2030, which may be extended at the Company’s option for two additional consecutive six-month periods.
In July 2026, we entered into a 364-day unsecured term loan facility ("term loan facility") with an aggregate principal amount of $350.0 million. The interest rate on our term loan facility is based upon, at our option, (a) Daily SOFR or one-, three- or six-month Term SOFR plus, in each case, a spread based on our credit rating or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%, plus a spread based on our credit rating.
In September 2026, we extended the maturity date of our $40.0 million unsecured floating rate term loan with an unrelated third party from September 2026 to September 2028.
During 2026, we repaid two conventional mortgage notes payable totaling $24.0 million, plus accrued interest. The first note, with a principal balance of $12.0 million, was repaid in March 2026 in advance of its April 1, 2026 maturity date, and the second note, also with a principal amount of $12.0 million, was repaid in September 2026 in advance of its October 1, 2026 maturity date.
In October 2026, we repaid, at par, the $500.0 million principal amount of our 5.85% senior unsecured notes due November 2026 prior to maturity and incurred no prepayment penalties in connection with the early repayment. The repayment was funded with a combination of cash on hand and borrowings under our commercial paper program. Concurrent with the repayment, we terminated the related $500.0 million notional amount interest rate swap, which had been designated as a fair value hedge of the 5.85% fixed rate senior unsecured notes due November 2026.
Acquisitions
During the nine months ended September 30, 2026, we acquired eight operating properties for an aggregate purchase price of approximately $754.5 million as follows: a 288-apartment home community in Orlando, Florida, and a 269-apartment home community in Alpharetta, Georgia, both of which were acquired in April; a 196-apartment home community in Franklin, Tennessee, a 349-apartment home community in Roanoke, Texas, and a 320-apartment home community in Gilbert, Arizona, each of which were acquired in June; a 296-apartment home community in Tampa, Florida, and a 343-apartment home community in Charlotte, North Carolina, both of which were acquired in July; and a 300-apartment home community in Nashville, Tennessee, which was acquired in August.
During the nine months ended September 30, 2026, we acquired for future development purposes three parcels of land for an aggregate purchase price of approximately $63.3 million as follows: approximately 17.9 acres in Morrisville, North Carolina, and 64.4 acres in Tampa, Florida, both of which were acquired in May, and approximately 18.6 acres in Tampa, Florida, which was acquired in August.
Dispositions
During the three months ended September 30, 2026, we sold 11 operating properties, comprised of 3,620 apartment homes in Los Angeles/Orange County and San Diego/Inland Empire, California, for an aggregate of approximately $1.6 billion in July. We recognized a gain of approximately $973.0 million, which is included in gain on sale of operating properties, including land in our condensed consolidated statements of income and comprehensive income. During the third quarter of 2026, approximately $0.9 billion of the proceeds were used to retire balances outstanding under the Company's unsecured revolving credit facility and commercial paper program. As of September 30, 2026, approximately $427.0 million of the proceeds remained in restricted cash held by a qualified intermediary in connection with Section 1031 exchange transactions. In addition, approximately $121.7 million of additional proceeds from the sale were in cash and cash equivalents as of September 30, 2026.
During the nine months ended September 30, 2026, we also sold one operating property in Irving, Texas for approximately $77.0 million in February and recognized a gain of approximately $67.9 million.
During the nine months ended September 30, 2026, we disposed of small land parcels in Houston, Texas and Raleigh, North Carolina for total proceeds of approximately $1.1 million and recognized an aggregate gain on sale of approximately $0.8 million.
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In October 2026, we sold approximately 2.6 acres of land in Los Angeles, California for approximately $10.7 million.
Share Repurchases
In January 2026, we repurchased 1,096,807 common shares at an average price of $110.03 per share for approximately $120.7 million under our then-existing share repurchase plan.
In February 2026, our Board of Trust Managers authorized a new share repurchase plan of up to $600.0 million of our common shares or equity securities. Through September 30, 2026, we repurchased an aggregate of 3,440,019 common shares under the new plan for approximately $352.1 million, at an average price of $102.36 per share. As of the date of this filing, approximately $247.9 million remained available for repurchase under our share repurchase plan.
In April 2026, we renewed our at-the-market ("ATM") share offering program, which was expiring pursuant to its terms in May 2026, and entered into a replacement ATM share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million (the "2026 ATM program"). As of the date of this filing, we have $500.0 million available for sale under this program.
Leadership Changes
Effective March 24, 2026, Richard J. Campo, our former Chief Executive Officer and Chairman of the Board of Trust Managers, became the Executive Chairman of the Board of Trust Managers. Additionally, Alexander J. Jessett became the Chief Executive Officer of the Company, Laurie A. Baker became the President and Chief Operating Officer of the Company, and Benjamin D. Fraker became the Executive Vice President - Chief Financial Officer and Treasurer of the Company.
Effective July 2, 2026, Kevin J. Necas, Jr. was appointed Senior Vice President - Chief Accounting Officer and designated as the Company's principal accounting officer following the retirement of Michael P. Gallagher.
Effective August 31, 2026, D. Keith Oden, co-founder of the Company, retired as Executive Vice Chairman of the Board of Trust Managers and continues to serve as a member of the Board of Trust Managers.
Future Outlook
Subject to market conditions, we intend to continue to seek opportunities to acquire operating communities, develop new communities, and to redevelop and reposition existing communities. We also intend to evaluate our portfolio and plan to continue our practice of selective dispositions and redeploying capital as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, existing cash and cash equivalents, draws on our unsecured revolving credit facility and commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages.
We believe we remain well positioned from a liquidity and capital resources perspective. As of September 30, 2026, we had $168.7 million of unrestricted cash and cash equivalents and approximately $1.2 billion available under our unsecured revolving credit facility, which also serves as a liquidity backstop for our commercial paper program, for which no amount was outstanding at September 30, 2026. Contractual debt maturities due within the next 12 months totaled approximately $1.0 billion, including $500.0 million of senior unsecured notes due November 2026. In October 2026, we repaid, at par, the $500.0 million principal amount of those notes prior to maturity using a combination of cash on hand and commercial paper borrowings. In addition, as of the filing date, up to $500.0 million of common shares remained available for issuance under our 2026 ATM program. We believe our strong balance sheet, available liquidity, and access to capital provide sufficient resources to fund future acquisitions, development and redevelopment activities, scheduled debt maturities, and other capital requirements.
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Property Portfolio
Our multifamily property portfolio is summarized as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Number of Homes | Properties | Number of Homes | Properties | ||||||||||||||||||||
| Operating Properties | |||||||||||||||||||||||
| Houston, Texas | 8,207 | 23 | 8,207 | 23 | |||||||||||||||||||
| Washington, D.C. Metro | 6,194 | 17 | 6,194 | 17 | |||||||||||||||||||
| Dallas/Fort Worth, Texas | 5,773 | 14 | 5,940 | 14 | |||||||||||||||||||
| Orlando, Florida | 4,564 | 13 | 4,276 | 12 | |||||||||||||||||||
| Atlanta, Georgia | 4,539 | 15 | 4,270 | 14 | |||||||||||||||||||
| Phoenix, Arizona | 4,414 | 14 | 4,094 | 13 | |||||||||||||||||||
| Raleigh, North Carolina | 4,041 | 11 | 4,041 | 11 | |||||||||||||||||||
| Austin, Texas | 4,038 | 12 | 4,038 | 12 | |||||||||||||||||||
| Charlotte, North Carolina | 3,853 | 16 | 3,510 | 15 | |||||||||||||||||||
| Tampa/St. Petersburg, Florida | 3,760 | 10 | 3,464 | 9 | |||||||||||||||||||
| Southeast Florida | 3,050 | 9 | 3,050 | 9 | |||||||||||||||||||
| Denver, Colorado | 2,873 | 9 | 2,873 | 9 | |||||||||||||||||||
| Nashville, Tennessee | 1,689 | 5 | 1,193 | 3 | |||||||||||||||||||
Los Angeles/Orange County, California (1) | — | — | 1,812 | 5 | |||||||||||||||||||
San Diego/Inland Empire, California (1) | — | — | 1,797 | 6 | |||||||||||||||||||
| Total Operating Properties | 56,995 | 168 | 58,759 | 172 | |||||||||||||||||||
| Properties Under Construction | |||||||||||||||||||||||
| Charlotte, North Carolina | 769 | 2 | 769 | 2 | |||||||||||||||||||
| Nashville, Tennessee | 393 | 1 | 393 | 1 | |||||||||||||||||||
| Raleigh, North Carolina | 398 | 1 | — | — | |||||||||||||||||||
| Total Properties Under Construction | 1,560 | 4 | 1,162 | 3 | |||||||||||||||||||
| Total Properties | 58,555 | 172 | 59,921 | 175 | |||||||||||||||||||
(1) The 11 California operating properties were sold in July 2026.
Completed Construction in Lease-Up
At September 30, 2026, there was one completed operating property in lease-up as follows:
($ in millions) Property and Location | Number of Homes | Cost Incurred (1) | % Leased at 10/31/2026 | Date of Construction Completion | Estimated Date of Stabilization | ||||||||||||||||||||||||
| Camden Village District | |||||||||||||||||||||||||||||
| Raleigh, NC | 369 | $139.6 | 88% | 3Q25 | 1Q27 | ||||||||||||||||||||||||
(1) Excludes leasing costs, which are expensed as incurred.
Properties Under Development and Land
Our condensed consolidated balance sheet at September 30, 2026 includes approximately $402.8 million related to properties under development and land. Of this amount, approximately $289.6 million related to our projects currently under construction. In addition, we had approximately $113.2 million primarily invested in land held for future development and land holdings, which included approximately $54.1 million related to land held for future development and $59.1 million invested in land which we may develop in the future.
Properties Under Construction. At September 30, 2026, we had four properties in various stages of construction as follows:
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($ in millions) Properties and Locations | Number of Homes | Estimated Cost | Cost Incurred | Included in Properties Under Development | Estimated Date of Construction Completion | Estimated Date of Stabilization | |||||||||||||||||||||||||||||||||||
Camden South Charlotte (1) | |||||||||||||||||||||||||||||||||||||||||
| Charlotte, NC | 420 | $ | 155.0 | $ | 142.1 | $ | 56.5 | 2Q27 | 4Q28 | ||||||||||||||||||||||||||||||||
Camden Blakeney (2) | |||||||||||||||||||||||||||||||||||||||||
| Charlotte, NC | 349 | 149.0 | 129.7 | 96.2 | 3Q27 | 3Q28 | |||||||||||||||||||||||||||||||||||
| Camden Nations | |||||||||||||||||||||||||||||||||||||||||
| Nashville, TN | 393 | 184.0 | 114.8 | 114.8 | 3Q28 | 2Q30 | |||||||||||||||||||||||||||||||||||
| Camden RTP | |||||||||||||||||||||||||||||||||||||||||
| Morrisville, NC | 398 | 130.0 | 22.1 | 22.1 | 4Q29 | 3Q31 | |||||||||||||||||||||||||||||||||||
| Total | 1,560 | $ | 618.0 | $ | 408.7 | $ | 289.6 | ||||||||||||||||||||||||||||||||||
(1) Property in lease-up was 24% leased at October 31, 2026.
(2) Property in lease-up was 8% leased at October 31, 2026.
Development Pipeline Communities. At September 30, 2026, we had the following multifamily communities undergoing development activities:
($ in millions) Properties and Locations | Projected Homes | Total Estimated Cost (1) | Cost to Date | ||||||||||||||
| Camden Riverview | |||||||||||||||||
| Tampa, FL | 765 | $ | 242.0 | $ | 34.8 | ||||||||||||
| Camden Palm River | |||||||||||||||||
| Tampa, FL | 356 | 120.0 | 19.3 | ||||||||||||||
| Total | 1,121 | $ | 362.0 | $ | 54.1 | ||||||||||||
(1)Represents our estimate of total costs we expect to incur on these projects. However, forward-looking estimates are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecast, and estimates routinely require adjustment.
Land Holdings. At September 30, 2026, we also had six undeveloped land tracts with a valuation of approximately $59.1 million.
Results of Operations
Changes in revenues and expenses related to our operating properties from period-to-period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly-constructed properties, and the impact of acquisitions and dispositions.
Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as total property revenue less total property operating expenses. NOI is further detailed in the Property-Level NOI table as seen below, and is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.
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Reconciliations of net income to NOI for the three and nine months ended September 30, 2026 and 2025 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 906,771 | $ | 113,579 | $ | 971,851 | $ | 236,940 | ||||||||||||||||||
| Less: Fee and asset management income | (4,377) | (2,565) | (9,651) | (7,685) | ||||||||||||||||||||||
| Less: Interest and other income | (3,709) | (78) | (4,091) | (156) | ||||||||||||||||||||||
| Less: (Income)/loss on deferred compensation plans | 2,481 | (6,749) | (8,955) | (16,297) | ||||||||||||||||||||||
| Plus: Property management expense | 8,544 | 8,863 | 28,936 | 28,457 | ||||||||||||||||||||||
| Plus: Fee and asset management expense | 856 | 965 | 3,357 | 2,277 | ||||||||||||||||||||||
| Plus: General and administrative expense | 18,193 | 17,835 | 55,246 | 53,779 | ||||||||||||||||||||||
| Plus: Interest expense | 41,034 | 34,995 | 119,815 | 104,160 | ||||||||||||||||||||||
| Plus: Depreciation and amortization expense | 160,032 | 159,474 | 467,166 | 460,834 | ||||||||||||||||||||||
| Plus: Expense/(benefit) on deferred compensation plans | (2,481) | 6,749 | 8,955 | 16,297 | ||||||||||||||||||||||
| Plus: Other non-operating expenses | (1,000) | 1,777 | 60,305 | 5,724 | ||||||||||||||||||||||
| Plus: Impairment associated with land development activities | 86,404 | — | 86,404 | — | ||||||||||||||||||||||
| Less: Gain on sale of operating properties, including land | (973,508) | (85,645) | (1,041,608) | (132,938) | ||||||||||||||||||||||
| Plus: Income tax expense | 1,032 | 780 | 3,246 | 2,570 | ||||||||||||||||||||||
| Net operating income | $ | 240,272 | $ | 249,980 | $ | 740,976 | $ | 753,962 | ||||||||||||||||||
Property-Level NOI (1)
Property NOI, as reconciled above, is detailed further into the following categories for the three and nine months ended September 30, 2026 as compared to the same periods in 2025:
| ($ in thousands) | Homes at | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 9/30/2026 | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||||
| Property revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 51,087 | $ | 332,846 | $ | 333,258 | $ | (412) | (0.1) | % | $ | 996,340 | $ | 996,532 | $ | (192) | — | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,539 | 32,447 | 17,524 | 14,923 | 85.2 | 73,895 | 45,065 | 28,830 | 64.0 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 1,929 | 2,347 | 790 | 1,557 | * | 5,274 | 1,108 | 4,166 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Dispositions/Other | — | 13,421 | 44,104 | (30,683) | (69.6) | 87,269 | 140,045 | (52,776) | (37.7) | ||||||||||||||||||||||||||||||||||||||||||||
| Total property revenues | 58,555 | $ | 381,061 | $ | 395,676 | $ | (14,615) | (3.7) | % | $ | 1,162,778 | $ | 1,182,750 | $ | (19,972) | (1.7) | % | ||||||||||||||||||||||||||||||||||||
| Property expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 51,087 | $ | 121,921 | $ | 122,006 | $ | (85) | (0.1) | % | $ | 363,342 | $ | 358,866 | $ | 4,476 | 1.2 | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,539 | 12,362 | 7,001 | 5,361 | 76.6 | 29,070 | 18,671 | 10,399 | 55.7 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 1,929 | 892 | 539 | 353 | 65.5 | 2,071 | 800 | 1,271 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Dispositions/Other | — | 5,614 | 16,150 | (10,536) | (65.2) | 27,319 | 50,451 | (23,132) | (45.9) | ||||||||||||||||||||||||||||||||||||||||||||
| Total property expenses | 58,555 | $ | 140,789 | $ | 145,696 | $ | (4,907) | (3.4) | % | $ | 421,802 | $ | 428,788 | $ | (6,986) | (1.6) | % | ||||||||||||||||||||||||||||||||||||
| Property NOI: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 51,087 | $ | 210,925 | $ | 211,252 | $ | (327) | (0.2) | % | $ | 632,998 | $ | 637,666 | $ | (4,668) | (0.7) | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,539 | 20,085 | 10,523 | 9,562 | 90.9 | 44,825 | 26,394 | 18,431 | 69.8 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 1,929 | 1,455 | 251 | 1,204 | * | 3,203 | 308 | 2,895 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Dispositions/Other | — | 7,807 | 27,954 | (20,147) | (72.1) | 59,950 | 89,594 | (29,644) | (33.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Total property NOI | 58,555 | $ | 240,272 | $ | 249,980 | $ | (9,708) | (3.9) | % | $ | 740,976 | $ | 753,962 | $ | (12,986) | (1.7) | % | ||||||||||||||||||||||||||||||||||||
* Not a meaningful percentage.
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(1) For 2026, same store communities are communities we wholly-owned and were stabilized since January 1, 2025, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2025, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures which improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is beneficial as it allows both management and investors the ability to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2025, excluding properties held for sale. Dispositions/Other includes those communities disposed of or held for sale which are not classified as discontinued operations, non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses, including net above or below-market leases, casualty-related expenses net of recoveries, and severance related costs.
Same Store Analysis
Same store property NOI decreased approximately $0.3 million and $4.7 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025.
The $0.3 million decrease in same store property NOI for the three months ended September 30, 2026 was primarily due to lower same store property revenues of approximately $0.4 million, partially offset by a decrease of approximately $0.1 million in same store expenses as compared to the same period in 2025.
The $0.4 million decrease in same store property revenues during the three months ended September 30, 2026, as compared to the same period in 2025, was primarily due to lower rental rates, partially offset by increases in revenues from our utility and ancillary income programs and changes to occupancy.
The $0.1 million decrease in same store property expenses during the three months ended September 30, 2026, as compared to the same period in 2025, was primarily due to lower insurance expense of approximately $1.4 million, lower salaries and benefits of approximately $0.8 million, and lower real estate taxes of approximately $0.2 million. The decrease was mostly offset by increased utility expenses of approximately $1.7 million, higher marketing and leasing expense of approximately $0.4 million, and higher repair and maintenance expense of approximately $0.3 million.
The $4.7 million decrease in same store property NOI for the nine months ended September 30, 2026 was primarily due to higher same store property expenses of approximately $4.5 million and a decrease of approximately $0.2 million in same store property revenues as compared to the same period in 2025.
The $0.2 million decrease in same store property revenues during the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to lower rental rates, mostly offset by increases in revenues from our utility and ancillary income programs and changes to occupancy.
The $4.5 million increase in same store property expenses during the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to increased utility expenses of approximately $2.6 million, higher real estate taxes of approximately $1.1 million, higher marketing and leasing expense of approximately $0.9 million, higher salaries and benefits of approximately $0.9 million, higher property general and administrative expense of approximately $0.2 million, and higher repair and maintenance expense of approximately $0.1 million. The increase was partially offset by lower insurance expense of approximately $1.4 million.
Non-same Store and Development and Lease-up Analysis
Property NOI from non-same store and development and lease-up communities increased approximately $10.8 million and $21.3 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025.
The increases were related to higher NOI from our non-same store communities of approximately $9.6 million and $18.4 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to the acquisition of four operating properties in 2025 and eight operating properties in 2026, as well as the stabilization of three operating properties during 2025.
The increases were also related to higher NOI from our development and lease-up communities of $1.2 million and $2.9 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to lease-up for one operating property which completed construction during the third quarter of 2025.
The following table details the changes, described above, relating to non-same store and development and lease-up NOI:
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| (in millions) | For the three months ended September 30, 2026 as compared to 2025 | For the nine months ended September 30, 2026 as compared to 2025 | ||||||||||||
| Property Revenues: | ||||||||||||||
| Revenues from acquisitions | $ | 14.8 | $ | 27.6 | ||||||||||
| Revenues from non-same store stabilized properties | 0.3 | 2.0 | ||||||||||||
| Revenues from development and lease-up properties | 1.6 | 4.2 | ||||||||||||
| Other non-same store | (0.2) | (0.8) | ||||||||||||
| $ | 16.5 | $ | 33.0 | |||||||||||
| Property Expenses: | ||||||||||||||
| Expenses from acquisitions | $ | 4.7 | $ | 10.2 | ||||||||||
| Expenses from non-same store stabilized properties | 0.3 | 0.3 | ||||||||||||
| Expenses from development and lease-up properties | 0.4 | 1.3 | ||||||||||||
| Other non-same store | 0.3 | (0.1) | ||||||||||||
| $ | 5.7 | $ | 11.7 | |||||||||||
| Property NOI: | ||||||||||||||
| NOI from acquisitions | $ | 10.1 | $ | 17.4 | ||||||||||
| NOI from non-same store stabilized properties | — | 1.7 | ||||||||||||
| NOI from development and lease-up properties | 1.2 | 2.9 | ||||||||||||
| Other non-same store | (0.5) | (0.7) | ||||||||||||
| $ | 10.8 | $ | 21.3 | |||||||||||
Dispositions/Other Property Analysis
Dispositions/other property NOI decreased approximately $20.1 million and $29.6 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025.
The decreases were comprised of lower NOI related to dispositions of approximately $20.2 million and $33.5 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025, due to the seven dispositions completed in 2025 and the 12 dispositions completed during the nine months ended September 30, 2026. The decrease during the nine months ended September 30, 2026 as compared to the same period in 2025 was partially offset by higher other property NOI of approximately $3.9 million primarily due to higher casualty-related expense recoveries.
Non-Property Income
| ($ in thousands) | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Fee and asset management | $ | 4,377 | $ | 2,565 | $ | 1,812 | 70.6% | $ | 9,651 | $ | 7,685 | $ | 1,966 | 25.6% | |||||||||||||||||||||||||||||||||
| Interest and other income | 3,709 | 78 | 3,631 | * | 4,091 | 156 | 3,935 | * | |||||||||||||||||||||||||||||||||||||||
| Income/(loss) on deferred compensation plans | (2,481) | 6,749 | (9,230) | * | 8,955 | 16,297 | (7,342) | (45.1)% | |||||||||||||||||||||||||||||||||||||||
| Total non-property income | $ | 5,605 | $ | 9,392 | $ | (3,787) | (40.3) | % | $ | 22,697 | $ | 24,138 | $ | (1,441) | (6.0) | % | |||||||||||||||||||||||||||||||
* Not a meaningful percentage.
Fee and asset management income from construction and development activities at our third-party construction projects increased approximately $1.8 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases in fees were primarily due to higher third-party construction activity as compared to the same periods in 2025.
Interest and other income increased approximately $3.6 million and $3.9 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025, primarily due to higher interest income earned on increased cash and investment balances resulting from proceeds received from the sale of 11 California operating properties in July 2026.
Our deferred compensation plans recognized a loss of approximately $2.5 million during the three months ended September 30, 2026, compared to income of approximately $6.7 million during the same period in 2025. For the nine months ended September 30, 2026 and 2025, the plans recognized income of $9.0 million and $16.3 million, respectively. The changes
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were related to the performance of the investments held in deferred compensation plans for participants and was fully offset by the expense or benefit related to these plans, as discussed below.
Other Expenses
| ($ in thousands) | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Property management | $ | 8,544 | $ | 8,863 | $ | (319) | (3.6) | % | $ | 28,936 | $ | 28,457 | $ | 479 | 1.7 | % | |||||||||||||||||||||||||||||||
| Fee and asset management | 856 | 965 | (109) | (11.3) | 3,357 | 2,277 | 1,080 | 47.4 | |||||||||||||||||||||||||||||||||||||||
| General and administrative | 18,193 | 17,835 | 358 | 2.0 | 55,246 | 53,779 | 1,467 | 2.7 | |||||||||||||||||||||||||||||||||||||||
| Interest | 41,034 | 34,995 | 6,039 | 17.3 | 119,815 | 104,160 | 15,655 | 15.0 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 160,032 | 159,474 | 558 | 0.3 | 467,166 | 460,834 | 6,332 | 1.4 | |||||||||||||||||||||||||||||||||||||||
| Expense/(benefit) on deferred compensation plans | (2,481) | 6,749 | (9,230) | * | 8,955 | 16,297 | (7,342) | (45.1) | |||||||||||||||||||||||||||||||||||||||
Other non-operating expenses | (1,000) | 1,777 | (2,777) | * | 60,305 | 5,724 | 54,581 | * | |||||||||||||||||||||||||||||||||||||||
| Total other expenses | $ | 225,178 | $ | 230,658 | $ | (5,480) | (2.4) | % | $ | 743,780 | $ | 671,528 | $ | 72,252 | 10.8 | % | |||||||||||||||||||||||||||||||
* Not a meaningful percentage.
Property management expense, which represents regional supervision and accounting costs related to property operations, decreased approximately $0.3 million for the three months ended September 30, 2026 and increased approximately $0.5 million for the nine months ended September 30, 2026 as compared to the same periods in 2025. The decrease for the three months ended September 30, 2026 was primarily due to lower benefit costs and lower rental expense. These decreases were partially offset by higher conference and training costs for regional employees. Property management expenses were approximately 2.2% of total property revenues for both of the three months ended September 30, 2026 and 2025.
The increase for the nine months ended September 30, 2026 was primarily due to higher salaries and incentive compensation costs, higher conference and training costs for regional employees, partially offset by lower rental expense. Property management expenses were 2.5% and 2.4% of total property revenues for the nine months ended September 30, 2026 and 2025, respectively.
Fee and asset management expenses from construction and development activities at our third-party projects increased approximately $1.1 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to increased third-party construction activity and higher other miscellaneous operating expenses.
General and administrative expense increased approximately $0.4 million and $1.5 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily related to higher acquisition pursuit costs. The increase for the nine months ended September 30, 2026 was also due to higher salaries, benefits and incentive compensation costs, as well as higher corporate and public company costs. The increase for the nine months ended September 30, 2026, was partially offset by lower legal expenses resulting from approximately $5.0 million of legal recoveries received during the three months ended March 31, 2026 related to a construction litigation matter. General and administrative expenses were approximately 4.7% of total revenues for each of the three and nine months ended September 30, 2026, and 4.5% of total revenues for each of the three and nine months ended September 30, 2025.
Interest expense increased approximately $6.0 million and $15.7 million for the three and nine months ended September 30, 2026, as compared to the same periods in 2025. The increases were primarily due to increases in interest expense relating to the issuance of $600 million of 4.90% senior unsecured notes issued in February 2026 and a $350 million term loan entered into in July 2026, as well as higher borrowings under our unsecured revolving credit facility during the third quarter of 2026. These increases were partially offset by lower interest expense on commercial paper borrowings, higher capitalized interest related to development projects, lower interest on certain variable-rate interest debt, and lower interest following the completion of amortization of a settled forward interest rate swap associated with the $600 million senior unsecured notes in June 2026.
Depreciation and amortization expense increased approximately $6.3 million for the nine months ended September 30, 2026, as compared to the same period in 2025. The increase was primarily due to depreciation expense and amortization of in-place leases associated with operating properties acquired during 2025 and 2026. The increase was partially offset by lower depreciation expense resulting from property dispositions during 2025 and 2026, as well as the expiration of in-place lease amortization associated with certain acquisitions completed in 2025.
Our deferred compensation plans recognized a benefit of approximately $2.5 million during the three months ended September 30, 2026, compared to an expense of approximately $6.7 million during the same period in 2025. For the nine months ended September 30, 2026 and 2025, the plans recognized an expense of $9.0 million and $16.3 million, respectively.
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The changes were related to the performance of the investments held in deferred compensation plans for participants and were fully offset by the income or loss related to these plans, as discussed in the non-property income section above.
Other non‑operating expense increased by $54.6 million for the nine months ended September 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to higher legal expenses associated with a $53.0 million settlement amount for the Class Action Litigation recognized during the three months ended March 31, 2026, as disclosed in Note 9. "Commitments and Contingencies" to the condensed consolidated financial statements. The increase was also due to a $4.9 million impairment charge related to technology investments resulting from the permanent decline in estimated market conditions.
Other
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | $ | 2026 | 2025 | $ | |||||||||||||||||||||||||||||
| Impairment associated with land development activities | $ | (86,404) | $ | — | $ | (86,404) | $ | (86,404) | $ | — | $ | (86,404) | |||||||||||||||||||||||
| Gain on sale of operating properties, including land | $ | 973,508 | $ | 85,645 | $ | 887,863 | $ | 1,041,608 | $ | 132,938 | $ | 908,670 | |||||||||||||||||||||||
| Income tax expense | $ | (1,032) | $ | (780) | $ | (252) | $ | (3,246) | $ | (2,570) | $ | (676) | |||||||||||||||||||||||
During the three and nine months ended September 30, 2026, we recognized impairment charges of approximately $85.2 million related to land holdings for two projects we have put on hold for the foreseeable future. These charges reflect the difference between the estimated fair value of each parcel and its carrying value. These impairments included the original purchase price and other capitalized development costs. Additionally, during the three and nine months ended September 30, 2026, we recognized an impairment charge of approximately $1.2 million related to one undeveloped land parcel, as the estimated fair value was less than its book value. We did not record any impairment charges during the three and nine months ended September 30, 2025.
The gain on sale of operating properties, including land recognized during the three and nine months ended September 30, 2026, was primarily due to a $973.0 million gain from the disposition of 11 operating properties in Los Angeles/Orange County and San Diego/Inland Empire, California, in July 2026. During the nine months ended September 30, 2026, we also recognized a gain of approximately $67.9 million from the sale of an operating property located in Irving, Texas in February 2026. During the three months ended September 30, 2025, we recognized aggregate gains of approximately $85.6 million related to the disposition of one dual-phased operating property located in Houston, Texas and one operating property located in Irving, Texas all of which were sold in July 2025. During the nine months ended September 30, 2025, we also recognized a $47.3 million gain from the sale of an operating property located in Houston, Texas in June 2025.
Income tax expense increased approximately $0.3 million and $0.7 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increase for the three months ended September 30, 2026 was primarily due to higher taxable income generated by increased third-party construction activities within our taxable REIT subsidiary.
The increase for the nine months ended September 30, 2026 was primarily due to higher state and franchise income tax expenses during the nine months ended September 30, 2026 primarily due to tax refunds recognized in the same period in 2025 related to tax legislation changes enacted in certain state jurisdictions in 2024. The increase was also due to higher taxable income generated by increased third-party construction activities within our taxable REIT subsidiary.
Funds from Operations ("FFO"), Core FFO, and Core Adjusted FFO ("Core AFFO")
Management considers FFO, Core FFO, and Core AFFO to be appropriate supplementary measures of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and adjustments for unconsolidated joint ventures to reflect FFO on the same basis. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains and losses on dispositions of real estate, impairment write-downs of certain real estate assets, and depreciation, FFO can assist in the comparison of the operating performance of a company's real estate investments between periods or to different companies.
Core FFO represents FFO as further adjusted for items not considered part of our core business operations. We consider Core FFO to be a helpful supplemental measure of operating performance as it also excludes certain items which, by nature, are
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not comparable period over period and therefore tend to obscure actual operating performance. Our definition of Core FFO may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs.
Core AFFO is calculated utilizing Core FFO less recurring capitalized expenditures which are necessary to help preserve the value of and maintain the functionality at our communities. We also consider Core AFFO to be a useful supplemental measure because it is frequently used by analysts and investors to evaluate a REIT's operating performance between periods or different companies. Our definition of recurring capital expenditures may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs.
To facilitate a clear understanding of our consolidated historical operating results, we believe FFO, Core FFO, and Core AFFO should be examined in conjunction with net income attributable to common shareholders as presented in the condensed consolidated statements of income and comprehensive income and data included elsewhere in this report. FFO, Core FFO, and Core AFFO are not defined by GAAP and should not be considered alternatives to net income attributable to common shareholders as an indication of our operating performance. Additionally, FFO, Core FFO, and Core AFFO as disclosed by other REITs may not be comparable to our calculation.
Reconciliations of net income attributable to common shareholders to FFO, Core FFO, and Core AFFO for the three and nine months ended September 30, 2026 and 2025 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Funds from operations | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | 900,391 | $ | 108,934 | $ | 961,630 | $ | 228,426 | |||||||||||||||
| Real estate depreciation and amortization | 156,148 | 156,272 | 455,989 | 451,326 | |||||||||||||||||||
| Impairment associated with land development activities | 86,404 | — | 86,404 | — | |||||||||||||||||||
| Gain on sale of operating properties | (972,971) | (85,645) | (1,040,849) | (132,938) | |||||||||||||||||||
| Income allocated to non-controlling interests | 6,380 | 4,645 | 10,221 | 8,514 | |||||||||||||||||||
| Funds from operations | $ | 176,352 | $ | 184,206 | $ | 473,395 | $ | 555,328 | |||||||||||||||
| Gain on sale of land | (537) | — | (537) | — | |||||||||||||||||||
| Casualty-related expenses, net of (recoveries) | — | (444) | (3,479) | (1,413) | |||||||||||||||||||
| Legal costs and settlements | (985) | 2,151 | 50,619 | 6,334 | |||||||||||||||||||
| Expensed transaction, development, and other pursuit costs | 3,233 | 695 | 9,312 | 3,658 | |||||||||||||||||||
| Investment losses | — | — | 4,855 | — | |||||||||||||||||||
| Other miscellaneous items | (36) | 168 | 26 | 244 | |||||||||||||||||||
| Core funds from operations | $ | 178,027 | $ | 186,776 | $ | 534,191 | $ | 564,151 | |||||||||||||||
| Less: recurring capitalized expenditures | (30,338) | (29,274) | (76,630) | (75,340) | |||||||||||||||||||
| Core adjusted funds from operations | $ | 147,689 | $ | 157,502 | $ | 457,561 | $ | 488,811 | |||||||||||||||
| Weighted average shares – basic | 102,163 | 108,524 | 103,101 | 108,564 | |||||||||||||||||||
| Incremental shares issuable from assumed conversion of: | |||||||||||||||||||||||
| Awards granted | 69 | 56 | 54 | 53 | |||||||||||||||||||
| Common units | 1,594 | 1,594 | 1,594 | 1,594 | |||||||||||||||||||
| Weighted average shares – diluted | 103,826 | 110,174 | 104,749 | 110,211 | |||||||||||||||||||
Liquidity and Capital Resources
Financial Condition and Sources of Liquidity
We intend to maintain a strong balance sheet and preserve our financial flexibility, which we believe should enhance our ability to identify and capitalize on investment opportunities as they become available. We intend to maintain what management believes is a conservative capital structure by:
•extending and sequencing the maturity dates of our debt where practicable;
•managing interest rate exposure using what management believes to be prudent levels of fixed and floating rate debt;
•maintaining what management believes to be conservative coverage ratios; and
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•using what management believes to be a prudent combination of debt and equity.
Our interest expense coverage ratio, net of capitalized interest, was approximately 5.4 and 6.5 for the three months ended September 30, 2026 and 2025, respectively, and 5.6 and 6.5 for the nine months ended September 30, 2026 and 2025, respectively. This ratio is a method for calculating the amount of operating cash flows available to cover interest expense and is calculated by dividing interest expense for the period into the sum of property revenues and expenses, non-property income, and other expenses, after adding back depreciation, amortization, and interest expense. Approximately 90.9% and 90.2% of our properties were unencumbered at September 30, 2026 and 2025, respectively. Our weighted average maturity of debt was approximately 5.0 years at September 30, 2026.
We also intend to maintain or strengthen our capital and liquidity positions by continuing to focus on our core fundamentals, which currently are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.
Our primary source of liquidity is cash flows generated from operations. Other sources may include one or more of the following: existing cash and cash equivalents, availability under our unsecured revolving credit facility and commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages. We believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash needs during the next twelve months from our filing date including:
•normal recurring operating expenses;
•current debt service requirements including scheduled debt maturities;
•recurring and non-recurring capital expenditures;
•funding of property developments, repositions, redevelopments, and acquisitions;
•the minimum dividend payments required to maintain our REIT qualification under the Internal Revenue Code; and
•funding share repurchases.
Factors which could increase or decrease our future liquidity include but are not limited to volatility in capital and credit markets, changes in costs, changes in governmental regulations, including tariffs and rent control or rent stabilization laws, sources of financing, the minimum REIT dividend requirements, our ability to complete asset purchases, sales, or developments, the effect our debt level and changes in credit ratings could have on our cost of funds, and our ability to access capital markets.
Cash Flows
The following is a discussion of our cash flows for the nine months ended September 30, 2026 as compared to the same period in 2025.
Net cash from operating activities was approximately $516.0 million during the nine months ended September 30, 2026 as compared to approximately $629.8 million for the same period in 2025. The decrease was primarily due to the $53.0 million payment relating to the Class Action Litigation, dispositions completed in 2025 and 2026, the timing of real estate tax payments in 2026 as compared to 2025, and higher interest payments on our unsecured debt. These decreases were partially offset by incremental operating cash flows generated by non-same store operations, including the contribution from four operating property acquisitions completed during 2025 and eight operating property acquisitions completed during 2026. See further discussion of our 2026 operations as compared to 2025 in "Results of Operations."
Net cash from investing activities during the nine months ended September 30, 2026 totaled approximately $555.5 million as compared to $478.6 million of net cash used during the same period in 2025. Cash inflows during the nine months ended September 30, 2026 primarily related to net proceeds from the sale of 12 operating properties of approximately $1.7 billion. These inflows were partially offset by the acquisition of eight operating properties for approximately $749.6 million and amounts paid for property development and capital improvements of approximately $362.1 million. Cash outflows during the nine months ended September 30, 2025 primarily related to the acquisition of three operating properties for approximately $334.2 million, and amounts paid for property development and capital improvements of approximately $310.4 million. These outflows were partially offset by net proceeds from the sale of one dual-phased operating property and two other operating properties of approximately $169.4 million. The increase in property development and capital improvements for the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to the acquisition of three land parcels in 2026 for approximately $62.7 million. The property development and capital improvements during the nine months ended September 30, 2026 and 2025, included the following:
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| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Expenditures for new development | $ | 190.2 | $ | 146.8 | ||||||||||
| Capital expenditures | 85.4 | 80.1 | ||||||||||||
| Reposition expenditures | 63.4 | 63.9 | ||||||||||||
| Direct real estate taxes and capitalized interest and other indirect costs | 23.1 | 19.6 | ||||||||||||
| Total | $ | 362.1 | $ | 310.4 | ||||||||||
Net cash used in financing activities totaled approximately $501.4 million for the nine months ended September 30, 2026 as compared to $146.1 million during the same period in 2025. Cash outflows during the nine months ended September 30, 2026 primarily related to $591.5 million of net repayments on our commercial paper program, $483.1 million used for common share repurchases, $337.4 million used for distributions to common shareholders and non-controlling interest holders, and $24.0 million of repayments of two secured notes. These outflows were partially offset by net proceeds of approximately $945.7 million from the issuance of $600.0 million senior unsecured notes in February 2026 and the issuance of a $350.0 million term loan facility in July 2026. Cash outflows during the nine months ended September 30, 2025 primarily related to $345.5 million used for distributions to common shareholders and non-controlling interest holders, net payments of $178.0 million of borrowings from our unsecured revolving credit facility, and $50.0 million used for common share repurchases. These outflows were partially offset by net proceeds of approximately $428.3 million of borrowings from our commercial paper program.
Financial Flexibility
In March 2026, we amended and restated our existing credit facility (the "Credit Agreement"), to among other things, remove a $300 million unsecured term loan facility with a delayed draw feature and extend the maturity date of our $1.2 billion unsecured revolving credit facility from August 2026 to March 2030, which may be extended at our option for two consecutive six-month periods. The Credit Agreement also continues to provide that, upon satisfaction of certain conditions, we may expand the facility up to three times by up to an additional $500.0 million in the aggregate. The interest rate on our unsecured revolving credit facility is based upon, at our option, (a) the daily or the one-, three-, or six-month Secured Overnight Financing Rate ("SOFR") plus, in each case, a spread based on our credit rating, or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%. Advances under our unsecured revolving credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $600 million or the remaining amount available under our unsecured revolving credit facility. Our unsecured revolving credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, 2026 and through the date of this filing.
Our unsecured revolving credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our unsecured revolving credit facility, it does reduce the amount available. At September 30, 2026, we had $1.2 billion available under our unsecured facility and we had outstanding letters of credit totaling approximately $0.3 million, leaving approximately $1.2 billion available under our unsecured revolving credit facility. The unsecured revolving credit facility also serves as a liquidity backstop for our commercial paper program, for which no amount was outstanding at September 30, 2026.
In February 2025, we established a commercial paper program under which we may issue short-term, unsecured notes under the exemption from registration contained in Section (4)(a) of the Securities Act. Amounts available under the commercial paper program may be borrowed, repaid, and reborrowed from time to time, with the aggregate face or principal amount of the commercial paper notes outstanding under the commercial paper program at any time not to exceed $600 million. The commercial paper notes have maturities of up to 397 days from the date of issuance and rank at least equally with all other unsecured and unsubordinated indebtedness. Net proceeds from issuances under the program may be used for general corporate purposes, which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital.
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In July 2026, we entered into a 364-day unsecured term loan facility ("term loan facility") with an aggregate principal amount of $350.0 million. The interest rate on our term loan facility is based upon, at our option, (a) Daily SOFR or one-, three- or six month Term SOFR plus, in each case, a spread based on our credit rating or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%, plus a spread based on our credit rating. The term loan facility is subject to the same financial covenants and limitations as those contained in our unsecured revolving credit facility, and we believe we are in compliance with all such covenants and limitations through the date of this filing.
In May 2023, we created the 2023 ATM share offering program through which we could, but had no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering amount of up to $500.0 million, in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. In April 2026, we terminated the 2023 ATM program, which was expiring pursuant to its terms in May 2026, and did not sell any shares under this program, and replaced it with the 2026 ATM program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use proceeds from any sales of our common shares under the 2026 ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured revolving credit facility or commercial paper program, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions. As of the date of this filing, we have not sold any shares or entered into any forward sales agreement and have common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under the 2026 ATM program.
We believe our ability to access capital markets is enhanced by our senior unsecured debt ratings by Moody's, Fitch, and Standard and Poor's, which are currently A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively. We believe our ability to access capital markets is also enhanced by our ability to borrow on a secured basis from various institutions including banks, Fannie Mae, Freddie Mac, or life insurance companies. However, we may not be able to maintain our current credit ratings or borrow on an unsecured or secured basis in the future.
Future Cash Requirements and Contractual Obligations
One of our principal long-term liquidity requirements includes the repayment of maturing debt, including any future borrowings under our unsecured revolving credit facility. As of September 30, 2026, we had approximately $1.2 billion available under our unsecured revolving credit facility, which also serves as a liquidity backstop for our commercial paper program, for which no amount was outstanding at September 30, 2026. Contractual debt maturities due within the next 12 months totaled approximately $1.0 billion, including $500.0 million of senior unsecured notes due November 2026. In October 2026, we repaid, at par, the $500.0 million principal amount of those notes prior to maturity using a combination of cash on hand and commercial paper borrowings. See Note 6. "Notes Payable," in the notes to condensed consolidated financial statements for a further discussion of our scheduled maturities.
As of September 30, 2026, we estimated the additional cost to complete the construction of four properties to be approximately $209.3 million. Of this amount, we expect to incur costs between approximately $29 million and $35 million during the remainder of 2026 and to incur the remaining costs during 2027 and 2028. Additionally, for the remainder of 2026, we expect to incur costs between approximately $14 million and $18 million of reposition, redevelopment, repurpose, and revenue enhancing expenditures, and between approximately $42 million and $46 million of additional recurring capital expenditures.
We anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, existing cash and cash equivalents, draws on our unsecured revolving credit facility and through our commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages. We continue to evaluate our portfolio and plan to continue our practice of selective dispositions and redeploying capital as market conditions warrant and opportunities arise.
As a REIT, we are subject to a number of organizational and operational requirements, including a requirement to distribute current dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. In order to minimize paying income taxes, our general policy is to distribute at least 100% of our taxable income. In September 2026, our Board of Trust Managers declared a quarterly dividend of $1.06 per common share to our common shareholders of record as of September 30, 2026. The quarterly dividend was subsequently paid on October 16, 2026, and we paid equivalent amounts per unit to holders of the common operating partnership units. Assuming similar quarterly dividend distributions for the remainder of 2026, our annualized dividend rate would be $4.24 per share or unit.
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Critical Accounting Policies
Our critical accounting policies have not changed from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes to our exposures to market risk have occurred since our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls. There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We incorporate by reference into this Item our litigation disclosures made in Note 9. "Commitments and Contingencies" to our condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We made the following share repurchases during the three months ended September 30, 2026:
| Period | Total Number of Shares Repurchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plan or Program | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (2) | ||||||||||
| July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | 297,875,442 | ||||||||
| August 1, 2026 - August 31, 2026 | 69,529 | 105.94 | 69,529 | 290,509,846 | ||||||||||
| September 1, 2026 - September 30, 2026 | 405,131 | 105.24 | 405,131 | 247,875,531 | ||||||||||
| Total | 474,660 | 474,660 | ||||||||||||
(1) Average Price Paid Per Share excludes cash paid for commissions.
(2) We have a share repurchase plan approved by our Board of Trust Managers in February 2026, which allowed for the repurchase of up to $600.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. The repurchase plan does not specify an expiration date.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
None
Item 6. Exhibits
| (a) Exhibits | ||||||||
| Separation and Release Agreement, executed on August 31, 2026, between D. Keith Oden, on one hand, and Camden Property Trust and Camden Development, Inc., on the other hand (incorporated by reference to Exhibit 10.1 to Form 8-K Filed on August 31, 2026) | ||||||||
*31.1 | Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated November 6, 2026 | |||||||
*31.2 | Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated November 6, 2026 | |||||||
*32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| *101.INS | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| *101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| *101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| *101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| *101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| *101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| *104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CAMDEN PROPERTY TRUST | ||||||||
| /s/ Kevin J. Necas, Jr. | November 6, 2026 | |||||||
| Kevin J. Necas, Jr. | Date | |||||||
| Senior Vice President – Chief Accounting Officer | ||||||||
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EXHIBIT 31.1
CERTIFICATION
I, Alexander J. Jessett, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Camden Property Trust;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026 | /s/ Alexander J. Jessett | ||||
Alexander J. Jessett | |||||
| Chief Executive Officer | |||||
EXHIBIT 31.2
CERTIFICATION
I, Benjamin D. Fraker, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Camden Property Trust;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026 | /s/ Benjamin D. Fraker | ||||
| Benjamin D. Fraker | |||||
| Executive Vice President-Chief Financial Officer and Treasurer | |||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Alexander J. Jessett, Chief Executive Officer of Camden Property Trust (the “Company”), and Benjamin D. Fraker, the Executive Vice President-Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2026 (“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Alexander J. Jessett | |||||
| Alexander J. Jessett | |||||
| Chief Executive Officer | |||||
| /s/ Benjamin D. Fraker | |||||
| Benjamin D. Fraker | |||||
| Executive Vice President-Chief Financial Officer and Treasurer | |||||
November 6, 2026