STOCK TITAN
  1. Home
  2. Sec-filings
  3. DEI
  4. [Form 4/A] Douglas Emmett Inc Amended Insider Trading Activity

Douglas Emmett (NYSE: DEI) CEO receives 1M LTIP units in corrected grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Douglas Emmett Inc reported that Chairman and CEO Jordan L. Kaplan received a compensatory grant of 1,000,000 Long Term Incentive Plan Units (LTIP Units) on December 15, 2025 under the company’s 2016 Omnibus Stock Incentive Plan. This amended filing corrects the number of LTIP Units previously reported for that award. The LTIP Units have a conversion price of $0.00, are linked to one share of common stock per unit, and expire on December 31, 2035. Vesting is staged, with 70% of the LTIP Units vesting on December 31, 2025 and the remaining 30% vesting in equal installments on December 31 of 2026, 2027, and 2028. Each vested LTIP Unit can convert into one partnership common unit (OP Unit) if specified Gross Asset Value performance criteria are met, and OP Units may then be redeemed for an equivalent number of shares of common stock or cash at the company’s election.

Positive

  • None.

Negative

  • None.

Insights

CEO receives 1M performance-linked LTIP Units in corrected grant.

The Chairman and CEO of Douglas Emmett Inc received a compensatory award of 1,000,000 LTIP Units with a $0.00 conversion price. The units link ultimately to common stock through OP Units, aligning compensation with long-term asset value performance.

The LTIP Units vest rapidly, with 70% vesting on December 31, 2025 and the remaining 30% spread evenly across 2026–2028. Conversion also depends on achieving a specified percentage increase in Gross Asset Values, so economic benefit requires both vesting and performance conditions.

This Form 4/A mainly corrects the number of LTIP Units previously reported, rather than introducing a new award. Footnotes also indicate that, as of December 15, 2025, the CEO already held 1,261,301 previously granted LTIP Units and 10,092,357 OP Units, showing a substantial pre-existing equity-linked position.

Insider Kaplan Jordan L
Role Chairman and CEO
Type Security Shares Price Value
Grant/Award Long Term Incentive Plan Units 1,000,000 $0.00 --
Holdings After Transaction: Long Term Incentive Plan Units — 1,000,000 shares (Direct)
Footnotes (1)
  1. Long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria based on achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership on a one-for-one basis. LTIP Units not converted into OP Units by the expiration date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election. This Form 4/A amends the Form 4 filed on December 17, 2025 to correct the number of LTIP Units that are subject to the compensatory equity award granted to Mr. Kaplan on December 15, 2025. LTIP Units vest 70% on December 31, 2025. The remaining 30% of the LTIP Units vest in equal installments on December 31, 2026, 2027, and 2028. The corrected LTIP Units reported herein as of December 15, 2025. In addition, derivative securities owned by the Reporting Person as of December 15, 2025 include 1,261,301 LTIP Units previously granted pursuant to the Issuer's 2016 Omnibus Stock Incentive Plan, and 10,092,357 OP Units.
LTIP Units granted 1,000,000 LTIP Units Compensatory equity award on December 15, 2025
Conversion price $0.00 per LTIP Unit Conversion or exercise price for LTIP Units
Underlying common stock 1,000,000 shares Each LTIP Unit linked to one share of common stock
LTIP Units expiration December 31, 2035 Expiration date for unconverted LTIP Units
Initial vesting 70% on December 31, 2025 Front-loaded vesting portion of LTIP Units
Remaining vesting 30% across 2026–2028 Equal installments on December 31, 2026, 2027, 2028
Previously granted LTIP Units 1,261,301 LTIP Units Derivative securities owned as of December 15, 2025
Existing OP Units 10,092,357 OP Units Additional derivative interest held as of December 15, 2025
Long Term Incentive Plan Units financial
"Long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP"
LTIP Units financial
"Upon vesting and certain additional criteria ... each LTIP Unit can be converted"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
OP Unit financial
"converted into one partnership common unit ("OP Unit") of the Operating Partnership"
An op unit is shorthand for an operating unit — a distinct part of a company that runs day-to-day activities, such as manufacturing, sales, or a product line, with its own management and performance metrics. Investors care because each unit’s results show which parts of the business are profitable or struggling, much like checking individual rooms in a house to see where energy or costs are leaking, helping assess growth potential and risk.
Gross Asset Values financial
"based on achievement of a specified percentage increase in Gross Asset Values"
2016 Omnibus Stock Incentive Plan financial
"granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc."
Operating Partnership financial
"Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership")"
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Kaplan Jordan L
(Last)(First)(Middle)
1299 OCEAN AVENUE
SUITE 1000
(Street)
SANTA MONICA CALIFORNIA 90401
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [ DEI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/17/2025
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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Long Term Incentive Plan Units(1)(1)12/15/2025A1,000,000(2) (3)12/31/2035Common Stock1,000,000$01,000,000(4)D
Explanation of Responses:
1. Long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria based on achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership on a one-for-one basis. LTIP Units not converted into OP Units by the expiration date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.
2. This Form 4/A amends the Form 4 filed on December 17, 2025 to correct the number of LTIP Units that are subject to the compensatory equity award granted to Mr. Kaplan on December 15, 2025.
3. LTIP Units vest 70% on December 31, 2025. The remaining 30% of the LTIP Units vest in equal installments on December 31, 2026, 2027, and 2028.
4. The corrected LTIP Units reported herein as of December 15, 2025. In addition, derivative securities owned by the Reporting Person as of December 15, 2025 include 1,261,301 LTIP Units previously granted pursuant to the Issuer's 2016 Omnibus Stock Incentive Plan, and 10,092,357 OP Units.
Remarks:
/s/ Peter Seymour, Attorney-in-Fact for Jordan L. Kaplan04/10/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did Douglas Emmett (DEI) grant to its CEO on December 15, 2025?

Douglas Emmett granted its CEO 1,000,000 Long Term Incentive Plan Units (LTIP Units) on December 15, 2025. The LTIP Units are derivative interests that can ultimately convert into common stock through OP Units, subject to vesting and performance conditions tied to Gross Asset Values.

Why is this Douglas Emmett (DEI) Form 4/A filing an amendment?

The Form 4/A corrects the number of LTIP Units previously reported for the CEO’s December 15, 2025 award. The original Form 4 filed on December 17, 2025 misstated the amount, and this amendment clarifies that 1,000,000 LTIP Units are subject to the compensatory equity grant.

How do the CEO’s LTIP Units at Douglas Emmett (DEI) vest over time?

The LTIP Units vest 70% on December 31, 2025 and 30% in three annual installments. The remaining portion vests in equal tranches on December 31 of 2026, 2027, and 2028, creating both immediate and multi-year retention incentives for the CEO.

What performance condition applies to the CEO’s LTIP Units at Douglas Emmett (DEI)?

Each LTIP Unit can convert into an OP Unit only if specified Gross Asset Value growth is achieved. The plan requires a defined percentage increase in the Operating Partnership’s Gross Asset Values before LTIP Units convert, tying potential value to long-term asset performance.

What additional derivative interests does the Douglas Emmett (DEI) CEO hold as of December 15, 2025?

As of December 15, 2025, the CEO also held 1,261,301 previously granted LTIP Units and 10,092,357 OP Units. These positions, disclosed in the footnotes, show significant existing exposure to the company’s equity-linked instruments in addition to the new 1,000,000 LTIP Unit award.

Can the CEO’s LTIP and OP Units at Douglas Emmett (DEI) be exchanged for common stock?

Yes, OP Units obtained from LTIP Units are redeemable for common stock or cash. After conversion into OP Units and upon specified events, the holder may redeem OP Units for an equivalent number of Douglas Emmett common shares or the cash value, at the company’s election.