Easterly (DEA) Form 4: 70,000 LTIP Units Awarded to EVP/CFO

Rhea-AI Filing Summary

Allison E. Marino, EVP and CFO of Easterly Government Properties, Inc. (DEA), was granted 70,000 LTIP Units in the company's operating partnership on 08/26/2025, reported on Form 4 filed 08/28/2025. 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 before the eighth anniversary. Each LTIP Unit may be converted into a Common Unit (and Common Units may be redeemed for cash equal to the fair market value of a share or exchanged for shares at the issuer's election). Conversion and redemption rights do not expire.

Positive

• Aligns executive incentives with long-term performance through LTIP Units that vest over five years and depend on performance hurdles
• Retention-focused design requiring continued service for vesting
• Convertible and redeemable units provide flexibility to convert to Common Units and receive cash or shares; conversion/redemption rights have no expiration

Negative

• Vesting is conditional on continued service and specified performance hurdles, so award may never vest if conditions are unmet
• Conversion is conditioned on minimum tax allocations, which could limit immediate convertibility into Common Units

Insights

Financial Analyst

LTIP grant aligns executive pay with multi-year performance but is performance- and service-conditioned.

The 70,000 LTIP Units awarded to the EVP/CFO tie compensation to long-term performance and retention through a five-year vesting schedule and additional performance hurdles through year eight. The units convert into Common Units and carry redeem/conversion mechanics that can result in cash or share issuance. For investors, this is a stewardship signal but not an immediate cash or share issuance event until vesting and conversion conditions are met.

Corporate Governance Expert

Grant follows standard equity-incentive design, emphasizing retention and performance without immediate dilution.

The award is structured as LTIP Units under the 2024 Equity Incentive Plan with vesting tied to service and measurable performance hurdles. The conversion and redemption provisions and the absence of expiration for conversion rights offer flexibility to holders. The filing properly discloses mechanics and timelines but does not disclose the specific performance targets in this Form 4.

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)
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		70,000		(1)(2)	(2)	Common Stock	70,000	$0	70,000	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 Allison E. Marino	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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** 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 Allison E. Marino receive according to the DEA Form 4?

The Form 4 reports a grant of 70,000 LTIP Units in Easterly Government Properties LP to Allison E. Marino on 08/26/2025.

When do the LTIP Units vest and what conditions apply?

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

Can LTIP Units be converted into shares of DEA common stock?

Yes. Each LTIP Unit may be converted into a Common Unit and each Common Unit may 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.

Does the Form 4 disclose the specific performance targets?

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

When was the Form 4 filed and who signed it?

The transaction date is 08/26/2025 and the Form 4 was signed on 08/28/2025 by Franklin V. Logan as attorney-in-fact for Allison E. Marino.