[Form 4] Douglas Emmett Inc Insider Trading Activity

Rhea-AI Filing Summary

Douglas Emmett Inc director Thomas E. O'Hern received a grant of 20,780 long term incentive plan units (LTIP Units) in Douglas Emmett Properties, LP on 12/15/2025 as part of his annual compensation for board service. These derivative securities have an exercise price of $0 and are scheduled to expire on 12/31/2035.

The LTIP Units vest in four equal installments on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026. After vesting and meeting performance criteria tied to increases in the Operating Partnership’s Gross Asset Values, each LTIP Unit may convert into one partnership common unit (OP Unit), which can then be redeemed for either an equivalent number of Douglas Emmett common shares or their cash value at the company’s election. Following this grant, O'Hern’s derivative holdings include the 20,780 LTIP Units reported, 21,912 previously granted LTIP Units, and 95,755 OP 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

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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^*

O HERN THOMAS E

(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
	Officer (give title below)		Other (specify below)

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		20,780(2)		(3)	12/31/2035	Common Stock	20,780	$0	20,780(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. LTIP Units granted as part of Reporting Person's annual compensation for service as a director of Issuer.

3. LTIP Units vest in one-quarter equal installments on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026.

4. Derivative securities owned by the Reporting Person include the LTIP Units reported herein, an additional 21,912 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan, and 95,755 OP Units.

Remarks:

	/s/ Peter Seymour, as Attorney-in-Fact for Thomas E. O'Hern	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 transaction did Douglas Emmett (DEI) report for Thomas E. O'Hern?

Thomas E. O'Hern, a director of Douglas Emmett Inc, received a grant of 20,780 long term incentive plan units (LTIP Units) in Douglas Emmett Properties, LP on 12/15/2025.

How many LTIP Units did the Douglas Emmett (DEI) director receive and at what price?

O'Hern was granted 20,780 LTIP Units with a $0 exercise price, meaning there is no cash cost to exercise these derivative securities.

What is the vesting schedule for the 20,780 LTIP Units granted to the Douglas Emmett (DEI) director?

The 20,780 LTIP Units vest in four equal installments on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026.

How can the LTIP Units ultimately convert into Douglas Emmett (DEI) common stock or cash?

After vesting and meeting performance criteria based on increases in the Operating Partnership’s Gross Asset Values, each LTIP Unit can convert into one OP Unit. OP Units are redeemable by the holder for either an equivalent number of Douglas Emmett common shares or the cash value of those shares, at the company’s election.

What happens to LTIP Units that are not converted before expiration?

LTIP Units that are not converted into OP Units by the 12/31/2035 expiration date will be forfeited.

What derivative equity interests does the Douglas Emmett (DEI) director hold after this grant?

After this grant, the director’s derivative holdings include the 20,780 LTIP Units reported, an additional 21,912 LTIP Units previously granted, and 95,755 OP Units.