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[Form 4] COPT DEFENSE PROPERTIES Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HAWKINS PHILIP L reported acquisition or exercise transactions in this Form 4 filing.

COPT Defense Properties director Philip L. Hawkins received a grant of 7,448 Profit Interest Units as compensation for Board service. These derivative units were granted at a price of $0.00 per unit and increase his Profit Interest Unit holdings to 38,988 units.

Each Profit Interest Unit is linked to one common share through a two-step structure described in the footnotes, and the units will vest on the first anniversary of the grant date if he remains a trustee. Once vested, these units do not expire, making this a long-term, compensation-related equity award rather than an open-market purchase.

Positive

  • None.

Negative

  • None.
Insider HAWKINS PHILIP L
Role Director
Type Security Shares Price Value
Grant/Award Profit Interest Units 7,448 $0.00 $0.00
Holdings After Transaction: Profit Interest Units — 38,988 shares (Direct)
Footnotes (5)
  1. F1. Each Profit Interest Unit will convert automatically into one share of beneficial interest, designated as a unit (an "OP Unit"), in COPT Defense Properties, L.P. when such Profit Interest Unit becomes vested and upon equalization of its capital account balance. OP Units are redeemable for cash, or, at the option of COPT Defense Properties, exchangeable for common shares of COPT Defense Properties, currently on a one-for-one basis.
  2. F2. Consists of 3,803 shares received as the equity portion of compensation for his Board service and 3,645 shares received upon the election by the reporting person to receive common shares in lieu of cash for all or part of his annual retainer for Board service, consistent with a policy adopted by the Board with respect to the cash portion of compensation for Board service. By making such election, the reporting person received shares equal to the amount of cash compensation designated by the reporting person divided by the 15-day trailing average price of the common shares as of the grant date.
  3. F3. The Profit Interest Units will vest on the first anniversary of the grant date, provided that the reporting person remains a trustee on such date.
  4. F4. The Profit Interest Units do not expire once vested.
  5. F5. Received as compensation for Board service.
Profit Interest Units granted 7,448 units Grant to director Philip L. Hawkins as Board compensation
Profit Interest Units after grant 38,988 units Total Profit Interest Units beneficially owned following transaction
Grant price per unit $0.00 per unit Profit Interest Units awarded at no cash cost to Hawkins
Underlying common shares 7,448 shares Each Profit Interest Unit corresponds to one underlying common share
Vesting schedule First anniversary of grant date Units vest if Hawkins remains a trustee on that date
Expiration Do not expire once vested Profit Interest Units remain outstanding after vesting
OP Unit conversion ratio 1 Profit Interest Unit : 1 OP Unit Automatic conversion upon vesting and capital account equalization
OP Unit to common share ratio 1 OP Unit : 1 common share OP Units exchangeable for common shares on a one-for-one basis
Profit Interest Units financial
"Each Profit Interest Unit will convert automatically into one share of beneficial interest"
OP Unit financial
"designated as a unit (an "OP Unit"), in COPT Defense Properties, L.P."
An op unit is shorthand for an operating unit — a distinct part of a company that runs day-to-day activities, such as manufacturing, sales, or a product line, with its own management and performance metrics. Investors care because each unit’s results show which parts of the business are profitable or struggling, much like checking individual rooms in a house to see where energy or costs are leaking, helping assess growth potential and risk.
annual retainer financial
"in lieu of cash for all or part of his annual retainer for Board service"
15-day trailing average price financial
"divided by the 15-day trailing average price of the common shares as of the grant date"
vest financial
"The Profit Interest Units will vest on the first anniversary of the grant date"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
redeemable for cash financial
"OP Units are redeemable for cash, or, at the option of COPT Defense Properties, exchangeable for common shares"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did COPT Defense Properties (CDP) report for Philip L. Hawkins?
COPT Defense Properties reported that director Philip L. Hawkins received 7,448 Profit Interest Units as compensation for Board service. The units were granted at $0.00 per unit and are classified as a derivative security linked to the company’s common shares.

How many Profit Interest Units does Philip L. Hawkins hold in CDP after this Form 4?
After this grant, Philip L. Hawkins holds 38,988 Profit Interest Units in COPT Defense Properties. This filing shows only an acquisition through a compensation grant, with no open-market purchases or sales reported in the disclosed transaction data.

How do Profit Interest Units at COPT Defense Properties (CDP) relate to common shares?
Each Profit Interest Unit automatically converts into one OP Unit in COPT Defense Properties, L.P. upon vesting and capital account equalization. Each OP Unit is redeemable for cash or, at the company’s option, exchangeable for one common share of COPT Defense Properties.

When do the newly granted Profit Interest Units to Philip L. Hawkins vest?
The Profit Interest Units granted to Philip L. Hawkins vest on the first anniversary of the grant date, provided he remains a trustee on that date. Once vested, the filing states that these Profit Interest Units do not expire, supporting long-term equity alignment.

Was the CDP Form 4 transaction an open-market stock purchase or sale?
No, the Form 4 shows a grant of Profit Interest Units to Philip L. Hawkins as compensation for Board service. The transaction code “A” and footnotes indicate a grant or award acquisition, not an open-market buy or sell of common shares.

How was the CDP Board compensation involving shares described in the footnotes?
One footnote explains that some shares were received as the equity portion of Board compensation and some upon electing common shares instead of cash retainer. The number of shares was based on the 15-day trailing average price as of the grant date.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HAWKINS PHILIP L
(Last)(First)(Middle)
6711 COLUMBIA GATEWAY DRIVE
SUITE 300
(Street)
COLUMBIA MARYLAND 21046
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
COPT DEFENSE PROPERTIES [ CDP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Profit Interest Units(1)05/14/2026A7,448(2) (1)(3) (4)Common Shares7,448(5)38,988D
Explanation of Responses:
1. Each Profit Interest Unit will convert automatically into one share of beneficial interest, designated as a unit (an "OP Unit"), in COPT Defense Properties, L.P. when such Profit Interest Unit becomes vested and upon equalization of its capital account balance. OP Units are redeemable for cash, or, at the option of COPT Defense Properties, exchangeable for common shares of COPT Defense Properties, currently on a one-for-one basis.
2. Consists of 3,803 shares received as the equity portion of compensation for his Board service and 3,645 shares received upon the election by the reporting person to receive common shares in lieu of cash for all or part of his annual retainer for Board service, consistent with a policy adopted by the Board with respect to the cash portion of compensation for Board service. By making such election, the reporting person received shares equal to the amount of cash compensation designated by the reporting person divided by the 15-day trailing average price of the common shares as of the grant date.
3. The Profit Interest Units will vest on the first anniversary of the grant date, provided that the reporting person remains a trustee on such date.
4. The Profit Interest Units do not expire once vested.
5. Received as compensation for Board service.
Remarks:
/s/ David L. Finch by Power of Attorney05/18/2025
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR