| Issuer: | Essex Portfolio, L.P. |
| Guarantor: | Essex Property Trust, Inc. |
| Principal Amount: | $350,000,000 |
| Trade Date: | March 7, 2024 |
| Settlement Date: | March 14, 2024 (T+5) |
| The Issuer expects that the delivery of the Notes will be made against payment therefor on or about March 14, 2024, which is the fifth business day following the date of the prospectus supplement (the settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the SEC promulgated under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise at the time of the trade. Accordingly, purchasers who wish to trade the Notes prior to the second business day preceding the closing date for the Notes will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own adviser. | |
| Maturity Date: | April 1, 2034 |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2024 |
| Benchmark Treasury: | UST 4.000% due February 15, 2034 |
| Benchmark Treasury Price / Yield: | 99-03 / 4.112% |
| Spread to Benchmark Treasury: | T+142 basis points |
| Yield to Maturity: | 5.532% |
| Coupon: | 5.500% per annum |
| Price to Public: | 99.752% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date. |
| Optional Redemption Provisions: | Prior to January 1, 2034 (three months prior to the maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Notes) plus 25 basis points less (b) interest accrued to but excluding the date of redemption; and (ii) 100% of the principal amount of the Notes being redeemed; plus, in either case, accrued and unpaid interest thereon to the redemption date. |
| On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | |
| CUSIP / ISIN: | 29717P BA4 / US29717PBA49 |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC J.P. Morgan Securities LLC PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. |
| Senior Co-Managers: | BMO Capital Markets Corp. Mizuho Securities USA LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. |
| Co-Managers: | BNP Paribas Securities Corp. Capital One Securities, Inc. Morgan Stanley & Co. LLC Samuel A. Ramirez & Company, Inc. |
