COPT Defense (NYSE: CDP) CFO awarded 8,149 units and shares

Rhea-AI Filing Summary

COPT Defense Properties EVP and CFO Anthony Mifsud reported receiving equity-based compensation rather than making open-market trades. On March 1, 2026, he was granted 8,149 Profit Interest Units and a matching 8,149 common shares at a stated price of $0.00 per unit/share, as employment compensation under the company’s 2017 Omnibus Equity and Incentive Plan.

The Profit Interest Units vest in three equal installments over three years. Once vested and capital accounts are equalized, each Profit Interest Unit automatically converts into one OP Unit, which is redeemable for cash or, at the company’s option, exchangeable one-for-one into common shares.

SEC Form 4

FORM 4

UNITED 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

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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^*

Mifsud Anthony

(Last) (First) (Middle)

6711 COLUMBIA GATEWAY DRIVE

SUITE 300

(Street)

COLUMBIA MD 21046

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COPT DEFENSE PROPERTIES [ CDP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/01/2026		A		8,149	A	(1)	67,834	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Profit Interest Units	(2)	03/01/2026		A		8,149(3)		(2)(4)	(2)	Common Shares	8,149	(1)	322,600	D

Explanation of Responses:

1. Received as employment compensation.

2. 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.

3. Represents Profit Interest Units issued pursuant to the COPT Defense Properties 2017 Omnibus Equity and Incentive Plan.

4. The Profit Interest Units will vest in three equal installments over a three-year period.

	/s/ David L. Finch, by Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
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.

FAQ

What did CDP EVP and CFO Anthony Mifsud report on this Form 4?

Anthony Mifsud reported receiving equity compensation, not an open-market trade. He was granted 8,149 Profit Interest Units and 8,149 common shares at $0.00 per unit/share as employment compensation from COPT Defense Properties under its 2017 Omnibus Equity and Incentive Plan.

How many COPT Defense Properties Profit Interest Units were granted to the CFO?

The CFO received 8,149 Profit Interest Units as part of his compensation. These units were issued under COPT Defense Properties’ 2017 Omnibus Equity and Incentive Plan and will vest over three years before converting into OP Units with potential cash or share settlement.

How do the Profit Interest Units reported by CDP’s CFO convert into common shares?

Each Profit Interest Unit converts automatically into one OP Unit once vested and capital accounts are equalized. OP Units are then redeemable for cash or, at COPT Defense Properties’ option, exchangeable for common shares on a current one-for-one basis, providing potential future share ownership.

What is the vesting schedule for the COPT Defense Properties Profit Interest Units?

The Profit Interest Units vest in three equal installments over a three-year period. This means one-third of the 8,149 units becomes vested each year, aligning the CFO’s long-term compensation with COPT Defense Properties’ ongoing performance and unit value over time.

Were the COPT Defense Properties common shares in this Form 4 purchased on the market?

No, the 8,149 common shares were not market purchases. They were granted at a stated price of $0.00 per share as employment compensation, reported under transaction code “A” for a grant or award acquisition, rather than an open-market buy or sell transaction.

Under which plan were the COPT Defense Properties Profit Interest Units issued?

The Profit Interest Units were issued under the COPT Defense Properties 2017 Omnibus Equity and Incentive Plan. This plan authorizes equity-based awards, such as Profit Interest Units, to executives like the EVP and CFO as part of their long-term incentive compensation structure.