COO Panzer at Douglas Emmett (NYSE: DEI) granted 1M LTIP units

Q: What insider transaction did Douglas Emmett (DEI) report for Kenneth M. Panzer?

Douglas Emmett reported that President and COO Kenneth M. Panzer received a grant of 1,000,000 LTIP Units on December 15, 2025 . These Long Term Incentive Plan Units are part of a compensatory equity award under the company’s 2016 Omnibus Stock Incentive Plan.

Q: How do the LTIP Units granted to DEI’s COO convert into common stock?

Each LTIP Unit can be converted into one OP Unit after vesting and meeting performance criteria based on Gross Asset Value increases. OP Units are redeemable for an equivalent number of Douglas Emmett common shares or their cash value, at the company’s election, upon certain events.

Q: What is the vesting schedule for Kenneth Panzer’s 1,000,000 LTIP Units at DEI?

The 1,000,000 LTIP Units vest 70% on December 31, 2025 . The remaining 30% vest in equal installments on December 31, 2026 , December 31, 2027 , and December 31, 2028 , aligning vesting with multi-year service and performance.

Q: Why was this Form 4/A amendment filed for Douglas Emmett (DEI)?

The Form 4/A was filed to correct the number of LTIP Units reported for the compensatory equity award granted to Mr. Panzer on December 15, 2025 . It replaces the figures disclosed in the original Form 4 filed on December 17, 2025.

Q: What happens to LTIP Units at DEI if they are not converted by expiration?

Any LTIP Units that are not converted into OP Units by the December 31, 2035 expiration date will be forfeited. This structure ties long-term value realization to both vesting and performance-based conversion before the stated expiry.

Q: What other derivative interests does Kenneth Panzer hold in Douglas Emmett (DEI)?

As of December 15, 2025 , Mr. Panzer also owned 1,261,301 previously granted LTIP Units and 9,497,675 OP Units . These positions supplement the newly granted 1,000,000 LTIP Units disclosed in the amended Form 4 filing.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Douglas Emmett Inc reported that President and COO Kenneth M. Panzer received a compensatory grant of 1,000,000 Long Term Incentive Plan Units (LTIP Units) in Douglas Emmett Properties, LP on December 15, 2025 under the 2016 Omnibus Stock Incentive Plan.

Each LTIP Unit can, after vesting and meeting a specified percentage increase in Gross Asset Values of the operating partnership’s assets, convert one-for-one into an OP Unit, which is redeemable for an equivalent number of common shares or their cash value at the company’s election. The award vests 70% on December 31, 2025, with the remaining 30% vesting in equal portions on December 31, 2026, 2027, and 2028, and any unconverted units by the December 31, 2035 expiration are forfeited.

This amended Form 4 corrects the number of LTIP Units previously reported for the December 15, 2025 grant and notes that, as of that date, Mr. Panzer also held 1,261,301 previously granted LTIP Units and 9,497,675 OP Units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Panzer Kenneth M

Role President and COO

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)

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. Panzer 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 Issuer's 2016 Omnibus Stock Incentive Plan, and 9,497,675 OP Units.

Key Figures

LTIP Units granted: 1,000,000 LTIP Units Underlying common stock: 1,000,000 shares Vesting 2025: 70% of LTIP Units +4 more

7 metrics

LTIP Units granted 1,000,000 LTIP Units Compensatory equity award on December 15, 2025

Underlying common stock 1,000,000 shares One common share underlying each LTIP Unit

Vesting 2025 70% of LTIP Units Vesting on December 31, 2025

Remaining vesting 30% of LTIP Units Equal installments on Dec 31, 2026-2028

Award expiration December 31, 2035 LTIP Units forfeited if not converted by this date

Previously granted LTIP Units 1,261,301 LTIP Units Derivative securities owned as of December 15, 2025

Existing OP Units 9,497,675 OP Units Held by reporting person as of December 15, 2025

Key Terms

Long Term Incentive Plan Units, LTIP Units, OP Unit, Gross Asset Values, +1 more

5 terms

Long Term Incentive Plan Units financial

"Long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP"

LTIP Units financial

"LTIP Units vest 70% on December 31, 2025."

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

"each LTIP Unit can be converted into one partnership common unit ("OP Unit")"

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 of the assets"

2016 Omnibus Stock Incentive Plan financial

"granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc."

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 04:58 PM

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

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^*

Panzer Kenneth M

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Long Term Incentive Plan Units⁽¹⁾	⁽¹⁾	12/15/2025		A		1,000,000⁽²⁾		⁽³⁾	12/31/2035	Common Stock	1,000,000	$0	1,000,000⁽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. Panzer 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 Issuer's 2016 Omnibus Stock Incentive Plan, and 9,497,675 OP Units.

Remarks:

	/s/ Peter Seymour, Attorney-in-Fact for Kenneth M. Panzer	04/10/2026
	** 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.
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 insider transaction did Douglas Emmett (DEI) report for Kenneth M. Panzer?

Douglas Emmett reported that President and COO Kenneth M. Panzer received a grant of 1,000,000 LTIP Units on December 15, 2025. These Long Term Incentive Plan Units are part of a compensatory equity award under the company’s 2016 Omnibus Stock Incentive Plan.

How do the LTIP Units granted to DEI’s COO convert into common stock?

Each LTIP Unit can be converted into one OP Unit after vesting and meeting performance criteria based on Gross Asset Value increases. OP Units are redeemable for an equivalent number of Douglas Emmett common shares or their cash value, at the company’s election, upon certain events.

What is the vesting schedule for Kenneth Panzer’s 1,000,000 LTIP Units at DEI?

The 1,000,000 LTIP Units vest 70% on December 31, 2025. The remaining 30% vest in equal installments on December 31, 2026, December 31, 2027, and December 31, 2028, aligning vesting with multi-year service and performance.

Why was this Form 4/A amendment filed for Douglas Emmett (DEI)?

The Form 4/A was filed to correct the number of LTIP Units reported for the compensatory equity award granted to Mr. Panzer on December 15, 2025. It replaces the figures disclosed in the original Form 4 filed on December 17, 2025.

What happens to LTIP Units at DEI if they are not converted by expiration?

Any LTIP Units that are not converted into OP Units by the December 31, 2035 expiration date will be forfeited. This structure ties long-term value realization to both vesting and performance-based conversion before the stated expiry.

What other derivative interests does Kenneth Panzer hold in Douglas Emmett (DEI)?

As of December 15, 2025, Mr. Panzer also owned 1,261,301 previously granted LTIP Units and 9,497,675 OP Units. These positions supplement the newly granted 1,000,000 LTIP Units disclosed in the amended Form 4 filing.