COPT Defense Properties (CDP) updates CEO, COO and CFO change-in-control severance

Rhea-AI Filing Summary

COPT Defense Properties entered into new 2026 Letter Agreements with its President and CEO Stephen Budorick, COO Britt Snider, and CFO Anthony Mifsud that govern their participation in the company’s Second Amended & Restated Executive Change in Control and Severance Plan.

The agreements set five-year participation periods, after which the executives will no longer be covered unless all parties agree otherwise. If an executive is terminated without cause or is constructively discharged during the participation period, they may receive cash severance, a pro-rated bonus, accelerated vesting of time-based equity awards, extended stock option exercise rights and continued health benefits.

Budorick’s severance multiple is 2.00, or 2.99 if the termination occurs within six months before or 24 months after a change in control. Snider’s and Mifsud’s severance multiple is 1.00, or 2.99 in the same change in control window. Budorick’s continuation health coverage period is two years, while Snider and Mifsud have one year.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

____________________________________________

COPT DEFENSE PROPERTIES

(Exact name of registrant as specified in its charter)

Maryland

1-14023

23-2947217

(State or other jurisdiction

(Commission File

(IRS Employer

of incorporation)

Number)

Identification No.)

6711 Columbia Gateway Drive, Suite 300, Columbia, MD			21046
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:  (443) 285-5400

____________________________________________

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of beneficial interest, $0.01 par value

CDP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to 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. ☐

Item 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 30, 2026, COPT Defense Properties (“CDP”) and COPT Defense Properties, L.P. (“CDPLP”) (collectively referred to herein as the “Company”) entered into Letter Agreements (collectively, the “2026 Letter Agreements”) with Stephen E. Budorick, CDP’s President and Chief Executive Officer, Britt A. Snider, CDP’s Executive Vice President and Chief Operating Officer, and Anthony Mifsud, CDP’s Executive Vice President and Chief Financial Officer, regarding their participation in the Company’s Second Amended & Restated Executive Change in Control and Severance Plan (the “Plan”). The 2026 Letter Agreements supersede previous Letter Agreements that CDP and CDPLP had with Messrs. Budorick, Snider and Mifsud dated June 22, 2021, December 1, 2023 and November 1, 2021, respectively, pertaining to their respective participation in the Plan. The 2026 Letter Agreements establish five-year participation periods for Messrs. Budorick, Snider and Mifsud under the Plan, after which they will cease to participate in the Plan unless otherwise agreed to by CDP, CDPLP and the respective executives.

Under the Plan, each executive selected to participate is entitled to receive the following payments and benefits in the event the executive is terminated prior to the end of any defined participation period for any reason other than death, disability or for “cause,” as defined in the Plan, or is “constructively discharged,” as defined in the Plan: (1) a severance payment equal to a specified severance multiple, described below, multiplied by the sum of the executive’s annual base salary plus the average of the executive’s annual cash performance bonuses for the last three years; (2) a pro-rated annual cash performance bonus for the year of termination through the date of termination based on the amount of the executive’s target annual cash performance bonus for that year, plus the actual amount of any unpaid bonus from the year prior to termination; (3) full vesting of equity awards subject to a time-based vesting schedule (with vesting of equity awards subject to performance-based vesting conditions to remain governed by the terms of the applicable award agreement); (4) the right to exercise existing stock options for up to 18 months following termination; and (5) continuing coverage under CDPLP’s group medical, dental and vision plans (“continuation coverage”) for a specified period, described below, following termination unless such benefits are available to the executive through another group plan. If any payments and benefits to be paid or provided to an executive, whether pursuant to the Plan or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code, the executive’s payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive.

An executive’s receipt of payments and benefits under the Plan will be conditioned upon the executive’s execution of a general release of claims in favor of CDP and CDPLP. In addition, in order to participate in the Plan, an executive must agree to comply with non-competition and non-solicitation covenants while the executive is employed and for 12 months thereafter and confidentiality and non-disparagement covenants. CDP and CDPLP may amend or terminate the Plan at any time, provided that executive’s rights to payments and benefits upon a termination in connection with or within 24 months after a “change in control,” as defined in the Plan, may not be adversely affected by an amendment or termination occurring within 24 months before or after the change in control.

Mr. Budorick’s severance multiple under the Plan is 2.00 or, in the event of a termination within six months prior to and 24 months after a change in control, 2.99. Messrs. Snider’s and Mifsud’s severance multiple under the Plan is 1.00 or, in the event of a termination within six months prior to and 24 months after a change in control, 2.99. Mr. Budorick’s continuation coverage period is two years and Messrs. Snider’s and Mifsud’s is one year.

This description of the Plan and the 2026 Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and the 2026 Letter Agreements, copies of which are filed as Exhibits 99.1, 99.2, 99.3 and 99.4 herewith and are incorporated by reference herein.

Item 9.01.             Financial Statements and Exhibits

(d)     Exhibits.

Exhibit Number						Exhibit Title
99.1						CDP and CDPLP Second Amended and Restated Executive Change in Control and Severance Plan adopted January 30, 2026 (filed herewith).
99.2						Letter Agreement, dated January 30, 2026, between CDP, CDPLP, and Stephen E Budorick (filed herewith).
99.3						Letter Agreement, dated January 30, 2026, between CDP, CDPLP, and Britt A Snider (filed herewith).
99.4						Letter Agreement, dated January 30, 2026, between CDP, CDPLP, and Anthony Mifsud (filed herewith).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

			COPT DEFENSE PROPERTIES
			/s/ Anthony Mifsud
			Anthony Mifsud
			Executive Vice President and Chief Financial Officer
Date:			February 4, 2026

FAQ

What did COPT Defense Properties (CDP) change in its executive severance arrangements?

COPT Defense Properties signed 2026 Letter Agreements with its CEO, COO, and CFO, updating how they participate in the company’s change in control and severance plan. These agreements set new five-year participation periods and clarify severance, bonus, equity vesting, and benefit continuation terms upon eligible terminations.

Which COPT Defense Properties executives are covered by the 2026 Letter Agreements?

The agreements cover President and CEO Stephen E. Budorick, Executive Vice President and COO Britt A. Snider, and Executive Vice President and CFO Anthony Mifsud. Each executive now has a defined five-year participation period in the plan, replacing earlier letters that previously governed their participation terms.

How is cash severance calculated for CDP executives under the updated plan?

Cash severance equals a severance multiple multiplied by base salary plus the average cash bonus over the last three years. Budorick’s multiple is 2.00, or 2.99 if near a change in control; Snider’s and Mifsud’s multiple is 1.00, or 2.99 in that change in control window.

What equity and bonus benefits can CDP executives receive upon qualifying termination?

Executives may receive a pro-rated target annual cash bonus for the year of termination plus any unpaid prior-year bonus. They also receive full vesting of time-based equity awards, while performance-based awards continue to follow their specific award agreement terms as originally documented.

What continuation of health benefits is provided to COPT Defense Properties executives?

After a qualifying termination, executives are eligible for continued group medical, dental, and vision coverage for a set period, if not available elsewhere. Budorick’s continuation coverage lasts two years, while Snider and Mifsud each receive one year of similar continuation coverage after termination.

How does a change in control affect CDP executives’ severance multiples?

If termination occurs within six months before or 24 months after a change in control, Budorick’s severance multiple increases to 2.99, and Snider’s and Mifsud’s also rise to 2.99. Outside this window, Budorick’s multiple is 2.00 while Snider’s and Mifsud’s multiple is 1.00.

What restrictions must CDP executives accept to receive plan benefits?

Executives must sign a general release of claims and agree to non-competition and non-solicitation covenants during employment and for 12 months afterward, plus confidentiality and non-disparagement obligations. These conditions apply to their participation in the plan and receipt of severance-related payments and benefits.