CAMDEN PROPERTY TRUST 8-K

What Happened
Camden Property Trust announced on April 28, 2026 that it terminated its existing at‑the‑market (ATM) agreements and entered into replacement ATM distribution agreements with five managers — Deutsche Bank Securities Inc., BMO Capital Markets Corp., Regions Securities LLC, Scotia Capital (USA) Inc., and Truist Securities, Inc. The Agreements authorize the offer and/or sale of common shares of beneficial interest (par value $0.01) with an aggregate offering price of up to $500,000,000. Sales may be of Primary Shares (sold directly) and/or involve forward sale arrangements where borrowed shares (Forward Hedge Shares) are sold by a Forward Seller, with the Company typically settling forward sales by issuing Confirmation Shares on or before maturity (or electing cash or net‑share settlement). The Company filed a Form S‑3 registration statement and a prospectus supplement dated April 28, 2026 in connection with the program.

Key Details

• Aggregate offering size: up to $500,000,000 of common shares.
• Managers: Deutsche Bank, BMO Capital Markets, Regions, Scotia Capital (USA), and Truist Securities.
• Fees/commissions: managers’ compensation will not exceed 1.5% of gross sales price; forward sellers’ commissions (via reduced initial forward sale price) also will not exceed 1.5%.
• Use of proceeds: general corporate purposes, which may include reducing borrowings under its $1.2 billion unsecured revolving credit facility, repaying other debt, or repurchasing outstanding securities.
• Company has no obligation to sell shares and may suspend the program at any time; Company receives no proceeds from Forward Hedge Shares sold by a Forward Seller until settlement (and settlement can be physical, cash, or net‑share).

Why It Matters
This ATM program gives Camden flexible, on‑demand access to equity capital (up to $500M) to manage liquidity and reduce leverage without committing to a single large offering. For investors, the program creates potential dilution if shares are issued, but it also provides Camden the option to shore up the balance sheet (for example, by reducing revolver borrowings or repaying debt). The forward sale features let Camden hedge timing and pricing, but may involve borrowed shares being sold into the market before the Company receives cash proceeds at settlement.