Easterly (DEA) director awarded 20,000 performance LTIP Units with 5-year vesting

Rhea-AI Filing Summary

Scott D. Freeman, a director of Easterly Government Properties, Inc. (DEA), was granted 20,000 LTIP Units in the company’s operating partnership. The award is a performance-based long-term incentive that vests on the fifth anniversary of the grant date only if specified performance hurdles are achieved prior to the eighth anniversary and the holder remains in service. Each LTIP Unit, subject to minimum tax-accounting allocations, can be converted at the holder’s election into a Common Unit and those Common Units 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. Following the reported grant, the reporting person beneficially owns 20,000 underlying shares (direct) with a reported price of $0.

Positive

• Performance-based structure aligns director incentives with long-term company results through hurdles and multi-year vesting.
• Conversion/redemption flexibility allows settlement in cash or shares, which can limit immediate dilution if the issuer elects cash redemption.
• Retention incentive created by five-year cliff vesting and continued-service requirement.

Negative

• Potential dilution upon conversion of LTIP Units to Common Units and possible issuance of common shares if the issuer elects share settlement.
• Uncertainty of value because vesting is contingent on performance hurdles and may not be achieved within the stated period.

Insights

Corporate Governance Expert

TL;DR: A typical performance-based LTIP grant that aligns director pay with long-term shareholder value, subject to multi-year hurdles and service requirements.

The grant of 20,000 LTIP Units ties compensation to multi-year performance and continued service, which is consistent with governance best practices for aligning executive and director incentives with long-term outcomes. The five-year cliff vesting plus performance measurement through year eight creates retention incentives and delays dilution until conversion or redemption occurs. The conversion and redemption mechanics provide flexibility to settle in cash or stock, potentially limiting immediate share issuance. This disclosure is routine and not unusual in size or structure for equity REIT governance awards.

Compensation Analyst

TL;DR: The award is a standard long-term, performance-conditioned incentive; materiality depends on total outstanding equity and past award levels.

The LTIP design—performance hurdles, five-year vesting, and potential conversion to redeemable common units—focuses compensation on sustained performance. Reporting shows zero purchase price for the LTIP Units, indicating a grant rather than a market purchase. Investors should note that actual economic value to the holder depends on hurdle achievement and timing of conversion/redemption; until conversion, the units represent contingent economic and governance interests rather than immediate additional 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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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^*

Freeman Scott D.

(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		20,000		(1)(2)	(2)	Common Stock	20,000	$0	20,000	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 Scott D. Freeman	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.
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FAQ

What did Scott D. Freeman receive in the Form 4 filing for DEA?

The filing reports a grant of 20,000 LTIP Units in Easterly Government Properties LP to Scott D. Freeman.

When do the LTIP Units vest and what conditions apply?

The LTIP Units vest on the fifth anniversary of the grant date, subject to continued service and achievement of specified performance hurdles before the eighth anniversary.

Can LTIP Units be converted into common stock for DEA?

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

How many shares does the reporting person beneficially own after the transaction?

Following the reported grant, the reporting person is shown to beneficially own 20,000 underlying shares (direct ownership form).

Was any purchase price reported for the LTIP Units?

The report lists a price of $0 for the LTIP Units, indicating these were granted rather than purchased.