Douglas Emmett (DEI) insider granted 222,794 LTIP Units under incentive plan

Rhea-AI Filing Summary

Douglas Emmett Inc. reported that its EVP, General Counsel and Secretary received a grant of 222,794 long term incentive plan units (LTIP Units) in its operating partnership on 12/15/2025 under the company’s 2016 Omnibus Stock Incentive Plan. These LTIP Units vest in four equal installments of 25% on December 31 of 2025, 2026, 2027 and 2028.

Each LTIP Unit can be converted into one operating partnership common unit if vesting and specified performance criteria based on Gross Asset Value increases are met, and unconverted units are forfeited at the 12/31/2035 expiration. Operating partnership units are redeemable for an equivalent number of Douglas Emmett common shares or the cash value of those shares, at the company’s election. After this grant, the reporting person’s derivative holdings include the new LTIP Units, an additional 315,094 previously granted LTIP Units, and 364,697 operating partnership 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
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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^*

Aronson Michele 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GEN COUNSEL & SECRETARY

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		222,794		(2)	12/31/2035	Common Stock	222,794	$0	222,794(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 in equal installments of 25% on December 31, 2025, 2026, 2027, and 2028.

3. Derivative securities owned by the Reporting Person include the LTIP Units reported herein, an additional 315,094 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan, and 364,697 OP Units.

Remarks:

	/s/ Peter Seymour , Attorney-in-Fact for Michele L. Aronson	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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FAQ

What insider transaction did Douglas Emmett Inc (DEI) report in this Form 4?

The filing reports that the company’s EVP, General Counsel and Secretary received a grant of 222,794 long term incentive plan units (LTIP Units) in Douglas Emmett Properties, LP on 12/15/2025 under the 2016 Omnibus Stock Incentive Plan.

How do the LTIP Units granted to the DEI executive vest?

The 222,794 LTIP Units vest in four equal installments of 25% each on December 31, 2025, 2026, 2027 and 2028, subject to the terms and conditions of the plan.

What can the Douglas Emmett LTIP Units become after vesting and performance conditions?

Upon vesting and meeting additional criteria tied to a specified percentage increase in Gross Asset Values of the operating partnership’s assets, each LTIP Unit can be converted into one operating partnership common unit (OP Unit). OP Units are redeemable for an equivalent number of Douglas Emmett common shares or the cash value of those shares, at the company’s election.

What happens to DEI LTIP Units that are not converted by expiration?

LTIP Units that are not converted into operating partnership common units by the 12/31/2035 expiration date will be forfeited, according to the description in the filing.

What derivative equity holdings does the reporting person in DEI have after this transaction?

After this grant, the reporting person’s derivative holdings include the newly granted 222,794 LTIP Units, an additional 315,094 LTIP Units previously granted under the same plan, and 364,697 operating partnership units (OP Units).

Is the DEI insider transaction filed individually or jointly?

The document states that the Form 4 is filed by one reporting person, reflecting the holdings and transactions of a single executive officer.