Easterly Government (DEA) grants 160,000 LTIP Units to EVP; vesting & conversion details

Rhea-AI Filing Summary

Michael P. Ibe, EVP - Development & Acquisitions and director of Easterly Government Properties (DEA), was granted 160,000 LTIP Units in the company’s operating partnership under the 2024 Equity Incentive Plan. The LTIP Units vest on the fifth anniversary of the grant subject to continued service and are earned only if specified performance hurdles are achieved prior to the eighth anniversary. Each LTIP Unit can be converted, subject to certain tax-related conditions, into a Common Unit that may be redeemed for cash equal to the fair market value of a share of the issuer’s common stock or, at the issuer’s election, exchanged for one share of common stock. The transaction is reported on Form 4.

Positive

• 160,000 LTIP Units granted under the issuer’s 2024 Equity Incentive Plan
• Vesting on the fifth anniversary ties compensation to long-term tenure
• Performance-based earning requires achievement of specified hurdles prior to the eighth anniversary

Negative

• Conversion and redemption mechanics allow Common Units to be redeemed for cash or exchanged for shares, which could lead to future cash outflow or equity issuance
• Performance metrics not disclosed in the Form 4, leaving the conditions to earn the LTIP Units unspecified

Insights

Financial Analyst

TL;DR: Executive received 160,000 performance-based LTIP units, aligning long-term pay with performance and potential equity exposure.

The grant of 160,000 LTIP Units ties the reporting person’s compensation to multi-year performance hurdles and delayed vesting, which preserves near-term cash while incentivizing long-term value creation. Conversion mechanics allow LTIP Units to become Common Units redeemable for cash or shares, creating a pathway to equity exposure without immediate dilution. The award’s ultimate value depends on achievement of unspecified performance targets and conversion elections.

Corporate Governance Expert

TL;DR: The award uses vesting plus performance conditions and conversion/redemption features typical for alignment; disclosure is routine.

The disclosure shows a standard long-term incentive structure under the 2024 Equity Incentive Plan with five-year time-based vesting and additional performance gates through year eight. The rights to convert earned LTIP Units and redeem resulting Common Units are open-ended, which is notable for timing of potential equity issuance or cash redemption. The form provides clear mechanics but not the specific performance metrics or grant date value.

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^*

Ibe Michael P.

(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
X	Officer (give title below)		Other (specify below)
	EVP - Dev & Acquisitions

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		160,000		(1)(2)	(2)	Common Stock	160,000	$0	160,000	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 Michael P. Ibe	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).
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FAQ

What did DEA reporting person Michael P. Ibe receive?

The Form 4 reports a grant of 160,000 LTIP Units in the operating partnership under Easterly Government Properties’ 2024 Equity Incentive Plan.

When do the LTIP Units vest and what must happen for them to be earned?

The LTIP Units vest on the fifth anniversary of the grant subject to continued service and are earned only if specified performance hurdles are achieved prior to the eighth anniversary.

Can LTIP Units be converted to stock of DEA?

Yes. Subject to tax-related conditions, each LTIP Unit may be converted into a Common Unit, which may be redeemed for cash equal to fair market value of a share or, at the issuer’s election, exchanged for one share of common stock.

Does the Form 4 disclose the specific performance targets?

No. The Form 4 describes the existence of performance hurdles but does not disclose the specific performance metrics or thresholds.

What is the reporting person’s role at DEA?

The reporting person, Michael P. Ibe, is listed as an Executive Vice President – Development & Acquisitions and a director.