Easterly (DEA) director granted 20,000 performance LTIP Units with 5‑year vest

Rhea-AI Filing Summary

Tara S. Innes received a grant of 20,000 LTIP Units in Easterly Government Properties LP under the company's 2024 Equity Incentive Plan. The LTIP Units were granted on 08/26/2025 and are conditioned on continued service and the achievement of specified performance hurdles; they vest on the fifth anniversary of the grant date and may only be earned based on performance measured through the eighth anniversary. Each LTIP Unit may, subject to tax allocation conditions, be converted into a Common Unit and then 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 filing was signed by an attorney-in-fact on behalf of the reporting person on 08/28/2025.

Positive

• 20,000 LTIP Units granted to a director, indicating meaningful long‑term incentive alignment
• Performance‑based vesting with a five‑year vesting schedule and an eight‑year performance measurement window
• Conversion/redemption flexibility allowing LTIP Units to convert to Common Units and be redeemed for cash or exchanged for shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received long‑term, performance‑based equity award with multi‑year vesting and conversion/redemption mechanics.

The award structure aligns the director's compensation with long‑term performance by using LTIP Units that vest after five years and are payable only if performance hurdles are met within an eight‑year window. The conversion and redemption mechanics tie partnership interests to the issuer's common stock value, maintaining flexibility for cash or share settlement. For governance, this is a standard long‑term incentive for senior insiders and indicates emphasis on sustained performance rather than short‑term gains.

Compensation Analyst

TL;DR: A 20,000‑unit performance LTIP grant vests over five years and rests on achievement of defined metrics.

The grant size (20,000 LTIP Units) is explicit and the vesting/earning schedule is performance‑conditioned, which can motivate alignment with shareholder outcomes. The absence of an exercise price and the stated conversion/redemption rights suggest economic equivalence to equity value upon vesting. The lack of disclosed performance hurdles in the filing means investors cannot assess difficulty or potential dilution from this award here.

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^*

Innes Tara S.

(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 Tara S. Innes	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 Tara S. Innes acquire according to the Form 4 for DEA?

The Form 4 reports a grant of 20,000 LTIP Units in Easterly Government Properties LP dated 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, and continued service is required.

Can the LTIP Units be converted into common stock or cash?

Yes. Subject to minimum tax allocations, each LTIP Unit may be converted into a Common Unit, which 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 hurdles or target metrics?

No. The filing states that awards are contingent on specified performance hurdles but does not disclose the detailed performance metrics

Who signed the Form 4 and when was it filed?

The form was signed by Franklin V. Logan, Attorney‑in‑fact for Tara S. Innes on 08/28/2025.