Easterly (NYSE: DEA) awards performance LTIP units to CFO Marino

Rhea-AI Filing Summary

Easterly Government Properties granted Executive Vice President and CFO Allison E. Marino 40 LTIP Units of Easterly Government Properties LP as long-term incentive compensation, bringing her total LTIP Units to 2,111.

The award was earned after the compensation committee determined that performance hurdles tied to company results from January 3, 2023 through December 31, 2025 had been achieved. Once vested and subject to certain tax allocation conditions, each LTIP Unit can be converted into a common partnership unit, which may then be redeemed for cash equal to the value of one common share or, at the company’s election, one share of common stock. LTIP Units are generally not convertible without company consent until two years from the grant date, and the rights to convert and redeem do not have expiration dates.

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

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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^*

Marino Allison E.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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)	02/18/2026		A		40		(2)(3)	(2)	Common Stock	40	$0	2,111(3)	D

Explanation of Responses:

1. Represents additional LTIP Units in Easterly Government Properties LP (the "Operating Partnership"), of which the Issuer is the general partner, that were granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, subject to certain performance vesting hurdles based on the Issuer's performance from January 3, 2023 through December 31, 2025 ("LTIP Unit Award"), which were earned upon the determination by the Issuer's compensation committee that the performance vesting hurdles had been achieved.

2. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Operating Partnership (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. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

3. The total number of derivative securities represents the aggregate of all LTIP Units earned by the reporting person pursuant to the LTIP Unit Award, including LTIP Units earned on January 20, 2026. LTIP Units vested when earned.

	/s/ Franklin V. Logan, Attorney-in-fact for Allison E. Marino	02/20/2026
	** 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).
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FAQ

What insider transaction did Easterly Government Properties (DEA) report for Allison E. Marino?

Easterly Government Properties granted EVP and CFO Allison E. Marino 40 LTIP Units as long-term incentive pay. This increased her total LTIP Unit holdings to 2,111, reflecting performance-based compensation rather than an open-market stock purchase or sale.

How were the new LTIP Units for DEA’s CFO earned?

The LTIP Units were earned after Easterly’s compensation committee determined specific performance hurdles were met. These hurdles measured company performance from January 3, 2023 through December 31, 2025, aligning the award directly with multi-year business results and long-term corporate performance.

What can Easterly Government Properties (DEA) LTIP Units be converted into?

Each vested LTIP Unit can be converted into a common unit of limited partnership interest in the operating partnership. That common unit may then be redeemed for cash equal to one common share’s fair market value, or for one share of common stock at the company’s election.

When can DEA’s LTIP Units held by the CFO generally be converted?

LTIP Units are generally not convertible without the company’s consent until two years from their grant date. After vesting and satisfying tax allocation conditions, the holder can elect conversion into common units and later seek cash or stock redemption under the described terms.

Do the LTIP Unit conversion and redemption rights at Easterly (DEA) expire?

The rights to convert vested LTIP Units into common units and to redeem those units for cash or common stock do not have expiration dates. This gives the holder long-term flexibility on when to exercise these rights, subject to the plan’s conditions and company consent requirements.