Douglas Emmett (NYSE: DEI) grants 1,011,140 LTIP units to CEO Kaplan

Rhea-AI Filing Summary

Douglas Emmett Inc reported a new long term equity grant to Chairman and CEO Jordan L. Kaplan. He was awarded 1,011,140 long term incentive plan units (LTIP Units) in Douglas Emmett Properties, LP under the companys 2016 Omnibus Stock Incentive Plan at a price of $0.

These LTIP Units can convert into the Operating Partnerships common units on a one for one basis after vesting and meeting a performance condition tied to a specified percentage increase in Gross Asset Values. Any LTIP Units not converted by the December 31, 2035 expiration date will be forfeited. Vesting is scheduled with 70% on December 31, 2025, and the remaining 30% in equal installments on December 31 of 2026, 2027, and 2028. In addition to this grant, Kaplan also beneficially owns 1,261,301 previously granted LTIP Units and 10,092,357 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

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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^*

Kaplan Jordan L

(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)
	Chairman and CEO

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 the Issuer's 2016 Omnibus Stock Incentive Plan, and 10,092,357 OP Units.

Remarks:

	/s/ Peter Seymour, Attorney-in-Fact for Jordan L. Kaplan	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 equity award did Douglas Emmett (DEI) grant to its CEO Jordan L. Kaplan?

Douglas Emmett granted Chairman and CEO Jordan L. Kaplan 1,011,140 long term incentive plan units (LTIP Units) in Douglas Emmett Properties, LP under the 2016 Omnibus Stock Incentive Plan at a price of $0.

How do the LTIP Units granted to the Douglas Emmett (DEI) CEO work?

The LTIP Units can be converted into partnership common units (OP Units) on a one for one basis after vesting and achieving a specified percentage increase in Gross Asset Values. OP Units are redeemable for an equivalent number of shares of Douglas Emmett common stock or the cash value of those shares, at the companys election.

What is the vesting schedule for the 1,011,140 LTIP Units at Douglas Emmett (DEI)?

The 1,011,140 LTIP Units vest 70% on December 31, 2025. The remaining 30% vest in equal installments on December 31 of 2026, 2027, and 2028. LTIP Units not converted by December 31, 2035 will be forfeited.

What additional derivative interests does the Douglas Emmett (DEI) CEO hold after this award?

Derivative securities owned by Jordan L. Kaplan include the 1,011,140 LTIP Units reported in this transaction, an additional 1,261,301 LTIP Units previously granted under the 2016 Omnibus Stock Incentive Plan, and 10,092,357 OP Units.

What is the expiration date for the new LTIP Units granted by Douglas Emmett (DEI)?

The LTIP Units granted to Jordan L. Kaplan have an expiration date of December 31, 2035. LTIP Units that are not converted into OP Units by that date will be forfeited.

What is Jordan L. Kaplan’s role and relationship to Douglas Emmett (DEI)?

Jordan L. Kaplan is reported as both a Director and an Officer of Douglas Emmett Inc, serving as Chairman and CEO, and he is the reporting person for this equity award.