[Form 4] Douglas Emmett Inc Insider Trading Activity

Rhea-AI Filing Summary

Douglas Emmett Inc executive Kenneth M. Panzer, a director and the company’s President and COO, was granted 1,011,140 long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP on 12/15/2025 under the 2016 Omnibus Stock Incentive Plan. Each LTIP Unit can convert into one partnership common unit and ultimately into either one share of common stock or the cash value of that share, at the company’s election, if vesting and performance conditions tied to asset values are met.

The LTIP Units vest 70% on 12/31/2025, with the remaining 30% vesting in equal installments on 12/31/2026, 12/31/2027, and 12/31/2028, and any units not converted before the 12/31/2035 expiration date are forfeited. Derivative securities owned by Panzer include the LTIP Units reported, an additional 1,261,301 previously granted LTIP Units and 9,497,675 partnership common units.

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 CA 90401

(City) (State) (Zip)

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

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

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
Long Term Incentive Plan Units(1)	(1)	12/15/2025		A		1,011,140		(2)	12/31/2035	Common Stock	1,011,140	$0	1,011,140(3)	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. 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.

3. Derivative securities owned by the Reporting Person include the LTIP Units reported herein, an additional 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	12/17/2025
	** 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.
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.

FAQ

What insider award did Douglas Emmett Inc (DEI) report for Kenneth M. Panzer?

Kenneth M. Panzer was granted 1,011,140 long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP on 12/15/2025. These were granted under Douglas Emmett Inc’s 2016 Omnibus Stock Incentive Plan and relate to an equivalent number of shares of the company’s common stock upon conversion and redemption.

How can the reported DEI LTIP Units ultimately convert into common stock or cash?

Once vested and after additional performance criteria are satisfied, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of Douglas Emmett Properties, LP. OP Units are then redeemable for either one share of Douglas Emmett Inc common stock or the cash value of that share, at the company’s election, without consideration to the holder.

What is the vesting schedule for Kenneth Panzer’s DEI LTIP Units?

The 1,011,140 LTIP Units vest 70% on December 31, 2025. The remaining 30% vests in equal installments on December 31, 2026, December 31, 2027, and December 31, 2028, following the schedule described in the award terms.

When do these DEI LTIP Units expire and what happens if they are not converted?

The LTIP Units have an expiration date of 12/31/2035. Any LTIP Units that are not converted into partnership common units by that expiration date will be forfeited, meaning the holder will lose those units.

What other derivative interests in DEI does Kenneth M. Panzer hold?

In addition to the 1,011,140 LTIP Units reported in this transaction, derivative securities owned by Kenneth M. Panzer include an additional 1,261,301 LTIP Units previously granted under the 2016 Omnibus Stock Incentive Plan and 9,497,675 partnership common units ("OP Units") of Douglas Emmett Properties, LP.

What is Kenneth M. Panzer’s role at Douglas Emmett Inc (DEI)?

The reporting person, Kenneth M. Panzer, is identified as both a Director and an Officer of Douglas Emmett Inc, serving specifically as the company’s President and COO.