William H. Binnie receives 80,000 LTIP units at Easterly (DEA)

Rhea-AI Filing Summary

William H. Binnie, a director of Easterly Government Properties, Inc. (DEA), was granted 80,000 LTIP units in the company\'s operating partnership on 08/26/2025. The award is reported as an acquisition at $0 and shows 80,000 units beneficially owned following the grant. The LTIP units vest on the fifth anniversary of the grant date subject to continued service and are earned only if specified performance hurdles are achieved prior to the eighth anniversary. Each LTIP unit, if allocated minimum capital account amounts for tax purposes, may be converted into a common unit and then redeemed for cash equal to the fair market value of a share of common stock or, at the issuer\'s election, exchanged for one share of common stock. The Form 4 was signed by an attorney-in-fact on 08/28/2025.

Positive

• Long-term alignment: LTIP units vest on the fifth anniversary and are earned only if performance hurdles are met, aligning the director\'s incentives with multi-year performance.
• No immediate cash cost to reporting person: The acquisition is reported at $0, indicating compensation is equity-based and contingent on future performance.

Negative

• Potential dilution: Conversion of LTIP units into common units and then into shares or cash may dilute existing equity if converted into shares.
• Performance contingency complexity: Value realization depends on meeting unspecified performance hurdles before the eighth anniversary, creating uncertainty about eventual payout.

Insights

Corporate Governance Expert

TL;DR: Director received long-term, performance-conditioned LTIP units vesting over five years, aligning pay with multi-year performance.

The grant of 80,000 LTIP units ties executive compensation to sustained performance and continued service, with vesting on the fifth anniversary and performance hurdles that must be met within eight years. The conversion and redemption mechanics link economic value to the issuer\'s common stock price while preserving flexibility for the company to settle in stock or cash. For governance, this structure encourages long-term alignment but dilutes limited partnership interests until conversion; the filing indicates routine insider reporting with no immediate cash consideration.

Compensation & Incentives Analyst

TL;DR: This is a typical multi-year LTIP award that emphasizes retention and performance-based pay rather than immediate reward.

The award\'s zero strike price and time- plus performance-based vesting imply value accrues only if enterprise metrics are met, limiting short-term upside and focusing on long-term outcomes. The absence of exercise/expiration dates for conversion/redemption rights (per the disclosure) gives the holder enduring economic rights once units are earned and vested. This is material to shareholders assessing potential future equity dilution and executive pay alignment.

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

OMB Number:			3235-0287
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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^*

BINNIE WILLIAM H

(Last) (First) (Middle)

C/O EASTERLY GOVERNMENT PROPERTIES, INC.

2001 K STREET NW, SUITE 775 NORTH

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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

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
LTIP Units(1)	(2)	08/26/2025		A		80,000		(1)(2)	(2)	Common Stock	80,000	$0	80,000	D

Explanation of Responses:

1. Represents LTIP Units in Easterly Government Properties LP (the "Operating Partnership"), of which the Issuer is the general partner, granted pursuant to the Issuer's 2024 Equity Incentive Plan, as amended (the "Plan"). The LTIP Units, and the common units of limited partnership interest in the Operating Partnership (each, a "Common Unit") into which such LTIP Units may be converted, will vest on the fifth anniversary of the grant date, subject to the Reporting Person's continued service with the Company, and, in accordance with the terms of the award, only to the extent such LTIP Units are earned based on the achievement of specified performance hurdles prior to the eighth anniversary of the Grant Date.

2. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert earned and vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

	/s/ Franklin V. Logan, Attorney-in-fact for William H. Binnie	08/28/2025
	** 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 William H. Binnie report on Form 4 for DEA?

He reported an acquisition of 80,000 LTIP units in the operating partnership on 08/26/2025, showing 80,000 units beneficially owned following the transaction.

When do the LTIP units vest and what conditions apply?

The LTIP units vest on the fifth anniversary of the grant date, subject to the reporting person\\'s continued service and only to the extent earned based on specified performance hurdles achieved prior to the eighth anniversary.

Can the LTIP units be converted into common stock for DEA (symbol DEA)?

Yes. Conditioned on minimum capital account allocations for tax purposes, each LTIP unit may be converted into a common unit, which may be redeemed for cash equal to the fair market value of a share or, at the issuer\\'s election, acquired for one share of common stock.

Was any cash consideration paid for the LTIP units?

No. The transaction is reported at a price of $0.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Franklin V. Logan, Attorney-in-fact for William H. Binnie on 08/28/2025.