Easterly (DEA) Awards 425,000 Performance LTIP Units to CEO

Rhea-AI Filing Summary

Darrell W. Crate, President & CEO and a director of Easterly Government Properties, Inc. (DEA), was granted 425,000 LTIP Units in the company’s operating partnership on 08/26/2025 under the 2024 Equity Incentive Plan. The LTIP Units vest on the fifth anniversary of the grant subject to continued service and will only be earned if specified performance hurdles are met before the eighth anniversary. Each LTIP Unit can be converted, subject to 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.

Positive

• Large performance-based award (425,000 LTIP Units) aligns CEO incentives with long-term company performance
• Multi-year vesting and performance hurdles (5-year vesting; performance measured through year 8) encourage sustained executive focus

Negative

• Potential dilution or cash redemption obligation because LTIP Units convert into Common Units that may be redeemed for cash or exchanged for shares
• No expiration on conversion/redemption rights for earned and vested LTIP Units could create uncertain timing for equity or cash impacts

Insights

Financial Analyst

TL;DR: Executive awarded significant performance-based LTIP units that align pay with long-term performance but may create future conversion or cash redemptions.

The award of 425,000 LTIP Units ties the CEO’s compensation to multi-year performance hurdles and a five-year vesting period, which supports alignment with shareholder outcomes over the long term. The units convert into partnership common units and ultimately into cash or shares, creating potential future dilution or cash obligation depending on the issuer’s election and the holder’s conversion choices. The grant size is material relative to typical executive awards and warrants monitoring for dilution, vesting achievement, and potential impact on share count when conversion/redemption options are exercised.

Corporate Governance Expert

TL;DR: The award reflects standard long-term incentive design with performance and tenure conditions; governance effects depend on plan details and disclosure.

The LTIP structure described includes multi-year performance conditions and a deferred vesting schedule, which are conventional governance mechanisms to promote sustained executive focus on strategic objectives. The absence of expiration for conversion and redemption rights is notable: earned units can be converted or redeemed without a fixed deadline, which affects timing risk for the company. Investors should look for future disclosures showing target metrics, maximum payout conditions, and the grant’s relative magnitude versus outstanding equity to assess governance and shareholder-alignment implications.

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^*

Crate Darrell W

(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)
	President & CEO

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		425,000		(1)(2)	(2)	Common Stock	425,000	$0	425,000	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 Darrell W. Crate	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Darrell W. Crate receive under the DEA 2024 Equity Incentive Plan?

He was granted 425,000 LTIP Units in the operating partnership on 08/26/2025, subject to vesting and performance conditions.

When do the LTIP Units vest for DEA's CEO?

The LTIP Units vest on the fifth anniversary of the grant date, contingent on continued service and performance hurdles prior to the eighth anniversary.

What happens when LTIP Units are converted?

Each LTIP Unit may be converted into a Common Unit, which can be redeemed for cash equal to the fair market value of a share or, at the issuer’s election, exchanged for one share of common stock.

Are there time limits to convert or redeem earned LTIP Units?

No expiration dates apply to the rights to convert earned and vested LTIP Units into Common Units and to redeem Common Units, per the disclosure.

Does this Form 4 report a sale of shares?

No; the Form 4 reports an award of LTIP Units (a grant), not a sale or disposition of common stock.