What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 249 added, 184 removed, 1174 unchanged (27% of the section changed)

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Our management carried out an evaluation required by the Exchange Act, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a -15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2024.

Based on this evaluation our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or

submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

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Other Information

On September 14, 2023 , William C.

Trimble, III , who served as our Chief Executive Officer and President through December 31, 2023, entered into a pre-arranged trading plan (the “ 10b5-1 plan ”) for the sale of up to 120,000 shares of our common stock between December 14, 2023 and December 14, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On December 8, 2023 , Mr.

Trimble terminated the 10b5-1 plan in connection with his pending retirement.

No shares were sold under the 10b5-1 plan prior to its termination.

During the quarter ended December 31, 2023 , no other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Off icers and Corporate Governance

The information required by Item 10 will be set forth in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023, to be filed pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended, or our Proxy Statement, and is incorporated herein by reference.

The other information required by Item 10 will be set forth in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2024, to be filed pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended, or our Proxy Statement, and is incorporated herein by reference.

We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers, employees and other covered persons.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us.

It is also our policy to comply with all insider trading laws and regulations.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executiv e Compensation

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approved by stockholders

(1) The amount in column (a) includes 4,148,631 LTIP units issued under our 2015 Equity Incentive Plan that, upon the satisfaction of certain conditions, are convertible into common units, which may then be redeemed for cash, or, at our option, an equal number of shares of common stock, subject to certain restrictions.

(1) Includes information related to the Company's 2015 and 2024 Equity Incentive Plans.

(2) The amount in column (a) includes 4,355,444 LTIP units issued under our 2015 Equity Incentive Plan and 13,601 LTIP units issued under our 2024 Equity Incentive Plan that, upon the satisfaction of certain conditions, are convertible into common units, which may then be redeemed for cash, or, at our option, an equal number of shares of common stock, subject to certain restrictions.

There is no exercise price associated with LTIP units.

(2) The amount in column (c) excludes the number of LTIP units referenced in column (a) and 288,754 shares of restricted common stock issued under our 2015 Equity Incentive Plan.

(3) The amount in column (c) excludes the number of LTIP units referenced in column (a) and 67,459 shares of restricted common stock issued under our 2024 Equity Incentive Plan and 2015 Equity Incentive Plan.

(4) The amount in column (c) includes forfeited awards under prior plans.

Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be set forth in our Proxy Statement and is incorporated herein by reference.

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The information required by Item 14 will be set forth in our Proxy Statement and is incorporated herein by reference.

Exhibits and Fina ncial Statement Schedules

Exhibits and Fina ncial Statement Schedule

Financial Statements

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Exhibit Description

Employment Agreement by and among Easterly Government Properties Services LLC, Easterly Government Properties, Inc., Easterly Government Properties LP and William C.

Trimble, III, dated January 30, 2015 (previously filed as Exhibit 10.10 to Amendment No.

2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

Easterly Government Properties, Inc.

2024 Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on May 21, 2024 and incorporated herein by reference)

Employment Agreement, by and among Easterly Government Properties Services LLC, Easterly Government Properties LP, Easterly Government Properties, Inc., and Meghan G.

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Exhibit Description

Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of July 15, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A.

and PNC Bank, National Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q on July 31, 2024 and incorporated herein by reference)

Credit Agreement, dated as of June 3, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., PNC Bank, National Association and Truist Bank, as Co-Syndication Agents, BMO Bank, N.A., Raymond James Bank and U.S.

Bank National Association, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC, PNC Capital Markets LLC and Truist Securities, Inc., as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2024 and incorporated herein by reference)

Term Loan Agreement, among Easterly Government Properties LP, as Borrower, Easterly Government Properties, Inc., as Parent Guarantor, and certain subsidiaries of Easterly Government Properties, Inc.

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Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on January 25, 2024 and incorporated herein by reference)

Exhibit Description

Eighth Amendment to Term Loan Agreement, dated as of July 15, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S.

Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2024 and incorporated herein by reference)

Ninth Amendment to Term Loan Agreement, dated as of January 8, 2025, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S.

Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on January 14, 2025 and incorporated herein by reference)

Purchase and Sale Agreement, dated as of September 30, 2021, between the sellers identified therein and Easterly Government Properties LP (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 15, 2021 and incorporated herein by reference)

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Third Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of December 21, 2021 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)

Exhibit Description

Fourth Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of December 21, 2021 (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)

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Trimble, III, Easterly Government Properties, Inc., Easterly Government Properties Services LLC, Easterly Government Properties LP (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 7, 2023 and incorporated herein by reference)

Exhibit Description

Easterly Government Properties, Inc.

Insider Trading Policy

List of Subsidiaries of the Registrant

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Certification of Chief Executive Officer and Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended

Incentive-based Compensation Recovery Policy

Incentive-based Compensation Recovery Policy (previously filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K on February 27, 2024 and incorporated herein by reference)

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

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/s/ Darrell W.

Chief Executive Officer and Director

President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Darrell W.

Chief Executive Officer and Director

President, Chief Executive Officer and Director

(Principal Executive Officer)

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We have audited the accompanying consolidated balance sheets of Easterly Government Properties, Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

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Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Accounting

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2023, the Company acquired three operating properties in asset acquisitions for an aggregate purchase price of $63.1 million.

Allocation of Purchase Price of Real Estate Properties Acquired

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Company acquired nine operating properties in asset acquisitions for an aggregate purchase price of $184.9 million.

When the Company acquires properties, management allocates the purchase price to numerous tangible and intangible components.

Management allocates the purchase price of properties based on the estimated fair value of the assets acquired and liabilities assumed, which generally consists of land, building, tenant improvements, and intangible assets and liabilities, which include in-place leases, leasing commissions and above and below market leases.

Management’s process for determining the allocation requires many estimates and assumptions, including (i) market land, rental, discount and capitalization rates;

(ii) leasing and tenant improvement costs associated with the remaining term of acquired leases;

(iii) assumptions used in determining the in-place lease and if-vacant value including the rental rates, period of time that it would take to lease vacant space and estimated tenant improvement and leasing costs;

and (iv) allocation of the if-vacant value between land and building.

Management’s process for determining the allocation requires many estimates and assumptions, including:

(i) market land, rental, discount and capitalization rates, (ii) leasing and tenant improvement costs associated with the remaining term of acquired leases, (iii) assumptions used in determining the in-place lease and if-vacant value including the rental rates, period of time that it would take to lease vacant space and estimated tenant improvement and leasing costs, and (iv) allocation of the if-vacant value between land and building.

The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical audit matter are (i) the significant judgment and estimation by management when developing the purchase price allocation, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate management’s estimates and significant assumptions, (ii) significant audit effort was necessary in evaluating significant assumptions related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space, (iii) significant auditor judgment was necessary in evaluating audit evidence related to such assumptions, and (iv) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to purchase price accounting, including controls over the assumptions used related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space to determine the fair value of the assets acquired and liabilities assumed and allocate the purchase price to the tangible and intangible components.

These procedures also included, among others, reading the purchase agreements for all acquisitions and testing management’s process by evaluating the appropriateness of methods used to determine fair value of assets acquired and liabilities assumed, testing the significant inputs and evaluating the reasonableness of the significant assumptions utilized by management in developing the purchase price allocation, related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space.

Assessing the assumptions involved evaluating the consistency of the assumptions used with external market data and with evidence obtained in other areas of the audit.

In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain significant assumptions utilized by management, as appropriate.

These procedures included testing the effectiveness of controls relating to asset acquisition accounting, including controls over the assumptions used related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space to determine the fair value of the assets acquired and liabilities assumed and allocate the purchase price to the tangible and intangible components.

These procedures also included, among others, (i) reading the purchase agreements for all acquisitions, (ii) testing management’s process by evaluating the appropriateness of methods used to determine fair value of assets acquired and liabilities assumed, and (iii) for certain acquisitions, testing the significant inputs and evaluating the reasonableness of the significant assumptions utilized by management in developing the purchase price allocation, related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space.

Assessing management’s assumptions involved evaluating the consistency of the assumptions used with external market data and with evidence obtained in other areas of the audit.

For certain acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain significant assumptions utilized by management, as appropriate.

/s/ PricewaterhouseCoopers LLP

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February 25, 2025

We have served as the Company’s or its predecessor’s auditor since 2014.

We have served as the Company’s auditor since 2014.

Easterly Government Properties, Inc.

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Investment in unconsolidated real estate venture

Real estate loan receivable, net

Intangible assets, net

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Corporate general and administrative

Provision for credit losses

Total expenses

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Interest expense, net

Gain on the sale of operating properties

Gain on the sale of real estate

Impairment loss

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to common stock

Contribution of property for

Issuance of common stock, net

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Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by

operating activities

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

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Amortization of lease inducements

Gain on the sale of operating properties

Amortization of real estate loan origination fees

Gain on the sale of real estate

Impairment loss

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Non-cash compensation

Provision for credit losses

Net change in:

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Prepaid expenses and other assets

Real estate loan interest receivable

Deferred revenue associated with operating leases

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Investment in unconsolidated real estate venture

Investment in real estate loan receivable, net

Net cash used in investing activities

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Term loan draws

Term loan repayments

Issuance of notes payable

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Cash and cash equivalents and Restricted cash, end of year

The accompanying notes are an integral part of these consolidated financial statements.

Easterly Government Properties, Inc.

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Additions to development properties

Deferred financing accrued, not paid

Offering costs accrued, not paid

Unrealized gain (loss) on interest rate swaps, net

Mortgage notes assumed on acquisition of operating property

Properties acquired for common units

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Derecognition of operating lease right-of-use assets

Derecognition of liabilities related to operating lease right-of-use assets

Exchange of Common Units for Shares of Common Stock

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Government agencies that serve essential functions.

We generate substantially all of our revenue by leasing our properties to such agencies either directly or through the U.S.

We generate over 90 % of our revenue by leasing our properties to such agencies either directly or through the U.S.

General Services Administration (“GSA”).

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We may also consider other potential opportunities to add properties to our portfolio, including acquiring properties leased to state and local governments with strong creditworthiness and other opportunities that directly or indirectly support the mission of select government agencies.

As of December 31, 2023, we wholly owned 81 operating properties and nine operating properties through an unconsolidated joint venture (the “JV”) in the United States encompassing approximately 8.8 million leased square feet, including 88 operating properties that were leased primarily to U.S.

Government tenant agencies, one operating property entirely leased to tenant agencies of a U.S.

state government and one operating property that was entirely leased to a private tenant.

As of December 31, 2024, we wholly owned 90 operating properties and ten operating properties through an unconsolidated joint venture (the “JV”) in the United States encompassing approximately 9.7 million leased square feet, including 92 operating properties that were leased primarily to U.S.

Government tenant agencies, four operating properties leased to tenant agencies of a U.S.

state or local government and three operating properties that were entirely leased to private tenants.

As of December 31, 2024 , our operating properties were 97 % leased.

For purposes of calculating percentage leased, we exclude from the denominator total square feet that was unleased and to which we attributed no value at the time of acquisition.

In addition, we wholly owned one property under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

In addition, we wholly owned two properties under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

All references to square footage and asset age within the notes are unaudited.

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Non-tenant receivables are included in Prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

We calculate an estimate of our expected credit losses on financial assets at their inception.

The allowance represents the portion of the amortized cost basis that we do not expect to collect, or loss we expect to incur in the case of off-balance sheet credit exposures.

Quarterly, the expected losses are re-estimated, considering any changes in risks or assumptions.

We account for loans receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses.

Loan fees and direct costs associated with loans originated by us are deferred and amortized using the effective interest method over the term of the loan as interest income.

The measurement of expected credit losses under the CECL methodology is applicable to our financial assets measured at amortized cost, including loan receivables and certain off-balance sheet credit exposures such as unfunded loan commitments.

We adopted this standard on January 1, 2020 and apply this methodology to our loan receivables and off-balance sheet credit exposure.

To determine our expected credit losses under CECL, we utilize a probability of default (“PD”) and loss given default (“LGD”) methodology.

We determined that we have one portfolio segment and reserve for loan losses on an asset-specific basis.

We have a limited history of incurred losses and consequently have elected to employ external data to perform our CECL calculation.

Our model's inputs consider a default grade or industry relative default grade associated with the borrower and prospective tenant funding the development to determine an appropriate default risk and allowance for credit loss under the PD and LGD methodology.

If a reserve is recorded, the allowance is increased as a provision for credit losses and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full.

The allowance for loan losses reflects management's estimate of loan losses as of the balance sheet date.

Deferred Costs

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Changes in leasing commissions are presented in the cash flows from operating activities section of the accompanying Consolidated Statements of Cash Flows.

Interest Rate Swaps

Interest Rate Hedges

Our primary objective in using interest rate derivatives is to add stability to interest expense and to manage exposure to interest rate movements.

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We defer the effective portion of changes in fair value of the designated cash flow hedges to accumulated other comprehensive income (“AOCI”) or loss (“AOCL”) and reclassify such deferrals to interest expense as interest expense is recognized on the hedged forecasted transitions.

We recognize the ineffective portion of the change in fair value of interest rate derivatives directly in interest expense.

We recognize the ineffective portion of the

change in fair value of interest rate derivatives directly in interest expense.

When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in fair value of the hedge previously deferred to AOCI or AOCL, along with any changes in fair value occurring thereafter, through earnings.

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Fully reimbursed income was included within Tenant reimbursements and associated expenses were included in Property operating expenses within the Consolidated Statements of Operations.

Other income includes income on the associated tenant reimbursement construction projects, parking income and other miscellaneous income.

Other income includes income on the associated tenant reimbursement construction projects, parking income, interest income recognized from our real estate loan receivable and other miscellaneous income.

Asset management income includes revenue from asset management services to our unconsolidated real estate venture.

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Stock Based Compensation

We grant equity-based compensation awards to its officers, employees and non-employee directors in the form of restricted shares of common stock and long-term incentive plan units in the Operating Partnership (“LTIP units”).

See Note 9 for further discussion of restricted shares of common stock and LTIP units.

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All revenue has been generated and all tangible assets are held in the United States.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

See Note 16 to the Consolidated Financial Statements for additional information.

Standard Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segments Disclosures" ("Topic 280").

Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions.

We adopted ASU 2023-07 on December 15, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements:

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”).

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Improvements to Income Tax Disclosures.

The standard is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

The standard is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate

reconciliation and income taxes paid information.

The new standard is effective for annual periods beginning after December 15, 2024.

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Real Estate and Intangibles

During the year ended December 31, 2024 , we acquired nine operating properties in asset acquisitions, ICE – Dallas, HSI – Orlando, ICE – Orlando, Northrop Grumman – Dayton, Northrop Grumman – Aurora, IRS – Ogden, and a three building portfolio in Cary, NC, for an aggregate purchase price of $ 184.9 million.

During the year ended December 31, 2023 , we acquired three operating properties in asset acquisitions, CA – Anaheim, DHS – Atlanta and JUD – Newport News, for an aggregate purchase price of $ 63.1 million.

During the year ended December 31, 2022 , we acquired three operating properties in asset acquisitions, FBI – Tampa, NARA – Broomfield and JUD – Council Bluffs, for an aggregate purchase price of $ 108.1 million.

We allocated the aggregate purchase price of these acquisitions based on the estimated fair values of the acquired assets and assumed liabilities as follows (amounts in thousands):

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Purchase price

In addition to the above operating property activity, we acquired one land parcel for development, JUD – Flagstaff, during the year ended December 31, 2024.

No debt was assumed on acquisitions made during the years ended December 31, 2024 and 2023 .

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Additionally, we incurred $ 1.7 million of acquisition-related costs primarily consisting of internal costs associated with the property acquisitions.

In July 2024, we entered into an agreement to sell a land parcel located in Lincoln, Nebraska for $ 2.3 million.

The land parcel had a carrying value of $ 2.0 million.

On October 3, 2024, we sold the land parcel for a gross sales price of $ 2.3 million and we recognized a gain on the sale of approximately $ 0.2 million for the year ended December 31, 2024.

No operating properties were disposed of during the year ended December 31, 2023.

On October 12, 2022, we entered into a second amended purchase and sale agreement with a third party to dispose of a portfolio of ten properties totaling approximately 668,000 leased square feet (the “Disposition Portfolio Properties”).

We completed the sale of nine of the Disposition Portfolio Properties on October 27, 2022, including:

DHA – Aurora, HRSA – Baton Rouge, VA – Baton Rouge, FDA – College Park, MEPCOM – Jacksonville, DOE – Lakewood, ICE – Pittsburgh, OSHA – Sandy, and CBP – Sunburst.

On December 28, 2022 we closed on DOI – Billings, the last of the Disposition Portfolio Properties.

Net proceeds from the sale of the Disposition Portfolio Properties were approximately $ 202.4 million and we recognized a gain on the sale of the Disposition Portfolio Properties of approximately $ 13.6 million for the year ended December 31, 2022.

Consolidated Real Estate and Intangibles

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MedBase Venture

On October 13, 2021, we formed the JV, with a global investor to fund the acquisition of a portfolio of ten properties anticipated to encompass 1,214,165 leased square feet (the “VA Portfolio”).

On October 13, 2021, we formed the JV, with a global investor to fund the acquisition of a portfolio of ten properties that encompasses 1,214,165 leased square feet (the “VA Portfolio”).

We own a 53.0 % interest in the JV, subject to preferred allocations as provided in the JV agreement.

During the year ended December 31, 2024 , the JV acquired VA – Jacksonville for a purchase price of $ 77.4 million.

During the year ended December 31, 2023, the JV acquired VA – Corpus Christi for a purchase price of $ 34.5 million.

During the year ended December 31, 2022, the JV acquired four properties, consisting of VA – Birmingham, VA – Marietta, VA – Columbus and VA – Phoenix, for an aggregate purchase price of $ 273.2 million.

As of December 31, 2023, nine of the ten properties in the VA Portfolio had been acquired by the JV.

As of December 31, 2024, all ten properties in the VA Portfolio had been acquired by the JV.

We provide asset management services to our unconsolidated real estate venture.

We recognized asset management service revenue of $ 2.1 million, $ 1.4 million and $ 0.1 million for the year ended December 31, 2023, 2022 and 2021, respectively.

We recognized asset management service revenue of $ 2.3 million, $ 2.1 million and $ 1.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The following is a summary of financial information for our unconsolidated real estate venture:

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(1) At December 31, 2024 and 2023, this amount included right-of-use assets - finance leases totaling approximately $ 4.7 million and $ 4.8 million, respectively, representing a ground lease at VA – Lubbock.

(2) At December 31, 2023 and 2022, this amount included lease liabilities - finance leases totaling approximately $ 5.0 million and $ 5.0 million, respectively, representing a ground lease at VA – Lubbock .

(2) At both December 31, 2024 and 2023, this amount included lease liabilities - finance leases totaling approximately $ 5.0 million representing a ground lease at VA – Lubbock .

(3) This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level .

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Company’s share of net income

Real Estate Loan Receivable

On August 6, 2024, we entered into a construction loan agreement to lend up to $ 52.1 million to a developer (the “Borrower”).

The construction loan will accrue interest monthly at a fixed market rate of 9.00 % per annum.

The construction loan shall be re-paid in full on or before August 31, 2027 , the maturity date.

Upon completion of the development, we have the option to purchase at fair value all of the issued and outstanding membership interest from the Borrower in a special purpose entity (“SPE”) which solely holds the developed property.

We hold a variable interest in the SPE, but we do not consolidate the SPE as we are not the primary beneficiary due to our lack of power to direct significant activities performed by the SPE.

A summary of our real estate loan receivable consisted of the following (in thousands):

December 31, 2024

December 31, 2023

Real estate loan receivable

Allowance for credit losses

Real estate loan receivable, net

During the year ended December 31, 2024 , we recognized interest income from our real estate loan receivable of $ 1.2 million.

No interest income was recognized from real estate loan receivables during the years ended December 31, 2023 , and 2022.

Interest income from our real estate loan receivable is included within Other income on our Consolidated Statements of Operations.

As of December 31, 2024, we recognized an allowance for credit loss liability of $ 0.1 million for the undrawn capacity on the construction loan.

Allowance for credit loss liability is included within Accounts payable, accrued expenses and other liabilities on our Consolidated Balance Sheets.

The fair value of this real estate loan receivable was approximately $ 35.9 million as of December 31, 2024.

At December 31, 2024 and December 31, 2023 (dollars in thousands):

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2024 revolving credit facility (2)

July 2025 (3)

S + 145bps (3)

June 2028 (4)

Total revolving credit facility

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2016 term loan facility

March 2024 (5)

January 2025 (6)

2018 term loan facility

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2021 series B senior notes

2024 series A senior notes

2024 series B senior notes

Total notes payable

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Mortgage notes payable:

DEA – Pleasanton

L + 150bps (7)

USFS II – Albuquerque

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Total mortgage notes payable, net

(1) At December 31, 2023 , the USD SOFR with a five day lookback (“S”) was 5.31 %.

At December 31, 2022, the one-moth LIBOR ("L") was 4.39 %.

(1) The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

The spread over the applicable rate for each of our $ 450.0 million senior unsecured revolving credit facility (our “revolving credit facility”), our $ 200.0 million senior unsecured term loan facility (as amended, our “2018 term loan facility”) and our $ 100.0 million senior unsecured term loan facility (our “2016 term loan facility”) is based on our consolidated leverage ratio, as set forth in the respective loan agreements.

(2) Our revolving credit facility had available capacity of $ 370.9 million at December 31, 2023 , with an accordion feature that permits us to request additional lender commitments for up to $ 250.0 million of additional capacity, subject to the satisfaction of customary terms and conditions.

(2) The $ 400.0 million 2024 revolving credit facility (the “2024 revolving credit facility”) had available capacity of $ 125.3 million at December 31, 2024, which includes an accordion feature that provides us with additional capacity of up to $ 300.0 million, subject to syndication of the increase and the satisfaction of customary terms and conditions.

(3) Our 2024 revolving credit facility is subject to one interest rate swap with an effective date of June 23, 2023 and a notional value of $ 100.0 million, of which $ 25.5 million is associated with our 2024 revolving credit facility, to effectively fix the interest rate

on the $ 25.5 million at 5.46 % annually.

The spread over the secured overnight financing rate (“SOFR”) is based on our consolidated leverage ratio, as defined in our 2024 revolving credit facility agreement.

Additionally, at December 31, 2024, $ 249.1 million of amounts outstanding under our 2024 revolving credit facility had a floating rate of 4.31 % under USD SOFR with a five day lookback.

(4) Our 2024 revolving credit facility has two six-month as-of-right extension options subject to certain conditions and the payment of an extension fee.

(4) Entered into one interest rate swap with an effective date of September 29, 2023 with a notional value of $ 100.0 million to effectively fix the interest rate at 5.05 % annually, based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement.

(5) On January 23, 2024, we entered into the seventh amendment to the 2016 term loan facility to extend the maturity date of the loan agreement to January 30, 2025 .

(6) Entered into two interest rate swaps with an effective date of June 23, 2023 with an aggregate notional value of $ 200.0 million to effectively fix the interest rate at 5.39 % annually, based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.

(7) On January 26, 2023, we used $ 15.7 million of available cash to extinguish the $ 15.7 million mortgage note obligation on DEA – Pleasanton.

(5) Our 2016 term loan facility (our “2016 term loan facility”) is subject to three interest rate swaps, all with effective dates of December 23, 2024 and an aggregate notional value of $ 100.0 million, which effectively fixes the interest rate at 5.31 % annually.

The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement.

(6) On January 8, 2025, we entered into the ninth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016, to extend the maturity date of our 2016 term loan facility from January 30, 2025 to January 28, 2028 .

(7) Our 2018 term loan facility (as amended, our “2018 term loan facility”) is subject to two interest rate swaps with effective dates of June 23 and September 29, 2023 and an aggregate notional value of $ 200.0 million, of which $ 174.5 million is associated with our 2018 term loan facility, to effectively fix the interest rate on the $ 174.5 million at 5.23 % annually.

The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.

(8) Effective interest rates are as follows:

VA – Golden 5.03 %, USFS II – Albuquerque 3.92 %, ICE – Charleston 3.93 %, VA – Loma Linda 3.78 %, CBP – Savannah 4.12 %, USCIS – Kansas City 2.05 %.

USFS II – Albuquerque 3.92 %, ICE – Charleston 3.93 %, VA – Loma Linda 3.78 %, CBP – Savannah 4.12 %.

As of December 31, 2024 and 2023, the net carrying value of real estate collateralizing our mortgages payable totaled $ 216.9 million and $ 325.9 million, respectively.

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See Note 8 for the fair value of our debt instruments.

Senior Unsecured Credit Facility and 2016 Term Loan Facility

We are party to a second amended and restated senior unsecured credit agreement (the “second amended senior unsecured credit agreement”) governing our senior unsecured credit facility.

The second amended senior unsecured credit agreement increased the borrowing capacity under our prior senior unsecured credit facility by $ 50.0 million for a total credit facility size of $ 650.0 million, consisting of:

(i) our $ 450.0 million revolving credit facility, and (ii) our $ 200.0 million 2018 term loan facility, up to $ 50.0 million of which was available for a delayed draw period.

Our revolving credit facility also includes an accordion feature that will provide us with additional capacity, subject to the satisfaction of customary terms and conditions, of up to $ 250.0 million.

We are also a party to a senior unsecured term loan agreement governing our $ 100.0 million 2016 term loan facility.

The Operating Partnership is the borrower, and certain of our subsidiaries that directly own certain of our properties are guarantors under our senior unsecured credit facility.

Our revolving credit facility has an initial four-year term and will mature in July 2025 , with two six-month as-of-right extension options, subject to certain conditions and the payment of an extension fee.

Our 2018 term loan facility has a five-year term and will mature in July 2026 .

In addition, our 2018 term loan facility is prepayable without penalty for the entire term of the loan.

Borrowings under our senior unsecured credit facility bear interest, at our option, at floating rates equal to either:

• a Eurodollar rate equal to a periodic fixed rate equal to SOFR plus, a margin ranging from 1.20 % to 1.80 % for advances under our revolving credit facility and a margin ranging from 1.20 % to 1.70 % for advances under our 2018 term loan facility;

• a fluctuating rate equal to the sum of (a) the highest of (x) Citibank, N.A.’s base rate, (y) the federal funds effective rate plus 0.50 % and (z) the one-month Eurodollar rate plus 1.00 % plus (b) a margin ranging from 0.20 % to 0.80 % for advances under our revolving credit facility and a margin ranging from 0.20 % to 0.70 % for advances under our 2018 term loan facility, in each case with a margin based on our leverage ratio.

If the Operating Partnership achieves certain sustainability targets as defined in the second amended senior unsecured credit agreement, the applicable margin will decrease by 0.01 %.

2024 Activity

2024 Senior Note Agreement

On May 29, 2024, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $ 200 million of fixed rate, senior unsecured notes (“Senior Notes”) consisting of (i) 6.56 % Series A Senior Notes due May 29, 2033 (“Series A Senior Notes”), in an aggregate principal amount of $ 150.0 million, and (ii) 6.56 % Series B Senior Notes due August 14, 2033 (“Series B Senior Notes”), in an aggregate principal amount of $ 50.0 million.

The Series A Senior Notes were issued on May 29, 2024 and the Series B Senior Notes were issued on August 14, 2024 .

We, together with various subsidiaries of the Operating Partnership, have guaranteed the Senior Notes.

2024 Revolving Credit Facility

On June 3, 2024, we entered into a credit agreement (the “2024 Credit Agreement”) that provides for the $ 400.0 million 2024 revolving credit facility which includes an accordion feature that provides us with additional capacity of up to $ 300.0 million, subject to syndication of the increase and the satisfaction of customary terms and conditions.

The 2024 revolving credit facility has an initial four-year term and will mature in June 2028 , with two six-month as-of-right extension options, subject to certain conditions and the payment of an extension fee.

Borrowings under the 2024 revolving credit facility will, at the Operating Partnership's option, bear interest at floating rates equal to either (i) a fluctuating rate equal to the sum of (a) the highest of (x) Citibank, N.A.'s base rate, (y) the federal funds effective rate plus 0.50 % and (z) the one-month adjusted term SOFR plus 1.00 %, plus, in each case, (b) a margin ranging from 0.20 % to 0.80 % based on our leverage ratio, (ii) the daily simple SOFR plus a credit spread adjustment of 0.10 % (the “Adjusted DSS”), or (iii) the term SOFR, plus a credit spread adjustment of 0.10 % (the “Term SOFR”), plus, in the case of borrowings bearing interest at Adjusted DSS or Term SOFR, a margin ranging from 1.20 % to 1.80 % based on our leverage ratio.

2021 Revolving Credit Facility

We are also party to the second amended and restated credit agreement, dated July 23, 2021 (as amended, restated, or otherwise modified from time to time, the “2021 Credit Facility”), which provides for (i) a $ 450.0 million senior unsecured revolving credit facility (the “2021 revolving credit facility”) and (ii) our 2018 term loan facility.

On January 2, 2024, the margin spreads under the second amended senior unsecured credit agreement were reduced by 1 basis point as a result of achieving our sustainability metric percentage.

On January 23, 2024, we entered into the seventh amendment to our senior unsecured term loan agreement, dated as of September 29, 2016, to extend the maturity date of our 2016 term loan facility from March 29, 2024 to January 30, 2025 .

In connection with the entry into the 2024 Credit Agreement on June 3, 2024, we repaid all amounts outstanding under and terminated the revolver portion of the 2021 Credit Facility, including all unused commitments.

Other than the foregoing, the terms of the 2021 Credit Facility remain unchanged and our 2018 term loan portion of the 2021 Credit Facility remains outstanding.

We recognized an aggregate $ 0.3 million loss on debt extinguishment during the year ended December 31, 2024 which is included in Interest expense, net on our Consolidated Statements of Operations.

Term Loan Facilities

On January 23, 2024, we entered into the seventh amendment to the senior unsecured term loan agreement, dated as of September 29, 2016, that governs our 2016 term loan facility to extend the maturity date of our 2016 term loan facility from March 29, 2024 to January 30, 2025 .

On December 23, 2024, we entered into three SOFR-based interest rate swaps with a total notional value of $ 100.0 million that were designated as cash flow hedges of interest rate risk.

The interest rate swaps became effective in December 2024 upon the maturity of our $ 100.0 million notional value interest rate swap on December 23, 2024 .

For more information on our interest rate swaps, see Note 7 to the Consolidated Financial Statements.

2025 Activity

On January 8, 2025, we entered into the ninth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016, to extend the maturity date of our 2016 term loan facility from January 30, 2025 to January 28, 2028 .

2024 Activity

On April 1, 2024, we used $ 8.4 million of available cash to extinguish the mortgage note obligation on VA – Golden.

On June 3, 2024, we repaid $ 25.0 million of amounts outstanding under our 2018 term loan facility using available cash derived from the issuance of Series A Senior Notes.

On July 8, 2024, we used $ 0.5 million of available cash to pay down a portion of our 2018 term loan facility.

On July 15, 2024, we amended the credit agreements governing our 2016 and 2018 term loan facilities to conform certain definitions related to leverage covenants to the provisions of the 2024 Credit Agreement.

On August 6, 2024, we used $ 51.5 million of available cash to extinguish the mortgage note obligation on USCIS – Kansas City.

2023 Activity

On February 3, 2023, we entered into three SOFR-based interest rate swaps each with a notional value of $ 100.0 million that were designated as cash flow hedges of interest rate risk.

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On July 20, 2023, we exercised in full the $ 50.0 million delayed draw option on our 2018 term loan facility, increasing our 2018 term loan facility commitments from $ 150.0 million to $ 200.0 million, and transferred $ 50.0 million of our interest rate swap with a notional value of $ 100.0 million, from our revolving credit facility to the $ 50.0 million delayed draw.

2022 Activity

On July 22, 2022, we entered into the first amendment to the second amended and restated senior credit agreement, pursuant to which we extended the deadline for the $ 50.0 million delayed draw portion of the 2018 term loan facility to July 24, 2023 (from July 22, 2022 ).

On November 23, 2022, we entered into a second amendment to our second amended and restated senior credit agreement, pursuant to which we replaced the LIBOR-based floating interest rate option with a term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S.

dollars for all purposes under our senior unsecured credit facility, including a credit spread adjustment of 0.10 %.

On July 23, 2021, we entered into a fourth amendment to the loan agreement governing our 2016 term loan facility in order to conform provisions for certain changes made to corresponding provisions in our second amended senior unsecured credit agreement governing our revolving credit facility and 2018 term loan facility.

On November 29, 2022, we entered into a fifth amendment to the loan agreement governing our 2016 term loan facility to replace the LIBOR-based floating interest rate option with a term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S.

dollars for all purposes under our 2016 term loan facility, including a credit spread adjustment of 0.10 %.

The LIBOR transition amendments to our senior unsecured credit facility and our 2016 term loan facility relate to the replacement of the reference rate only in accordance with Accounting Codifications Standard 848 - Reference Rate Reform.

There were no other changes to the swaps or hedged interest payments including no change to principal/notional, maturity date, floor, prepayment feature, or any other change that impacts the timing or amount of cash flows.

Mortgage Note Payoff

On October 27, 2022, we used $ 5.8 million of proceeds from the sale of the Disposition Portfolio Properties to extinguish the $ 5.8 million mortgage note obligation on MEPCOM – Jacksonville.

Financial Covenant Considerations

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Aggregate Debt Maturities

We aggregate debt maturities based on outstanding principal as of December 31, 2023 are as follows (dollars in thousands):

Aggregated debt maturities based on outstanding principal as of December 31, 2024 are as follows (dollars in thousands):

Unamortized premium/discount & deferred financing

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June 29, 2025

One-Month SOFR

November 29, 2022

September 29, 2023

One-Month SOFR

USD-SOFR with -5 Day Lookback

December 23, 2024

June 19, 2023

(1) In December 2022, we entered into bilateral agreements with our swap counterparties to transition our interest rate swap agreements from LIBOR to SOFR.

We made various ASC 848 elections related to changes in critical terms of the hedging relationships due to reference rate reform to not result in a dedesignation of these hedging relationships.

December 23, 2027

USD-SOFR with -5 Day Lookback

December 23, 2024

December 23, 2027

USD-SOFR with -5 Day Lookback

December 23, 2024

December 23, 2027

The table below sets forth the fair value of our interest rate derivatives as well as their classification on our Consolidated Balance Sheets (dollars in thousands):

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The remeasurement resulted in an impairment loss of $ 5.5 million during the year ended December 31, 2022, which is included in "Impairment loss" in our Consolidated Statements of Operations.

No impairment charges were incurred during the year ended December 31, 2023.

No impairment charges were incurred during the years ended December 31, 2024 and 2023.

Financial assets and liabilities not measured at fair value

As of December 31, 2023 and 2022, all financial instruments and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

The following table summarizes the aggregate principal outstanding under the Company's indebtedness and the corresponding estimate of fair value as of December 31, 2024 and 2023:

December 31, 2024

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Equity Incentive Plan

Our board of directors adopted, and our sole stockholder approved, our 2015 Equity Incentive Plan, as amended (the “2015 Equity Incentive Plan”) under which we may grant cash and equity incentive awards to our executive officers, non-employee directors and employees.

The 2015 Equity Incentive Plan is administered by the compensation committee of our board of directors (the “Compensation Committee”) and permits us to make grants of options, stock appreciation rights, restricted stock units, restricted stock, dividend equivalent rights, cash-based awards, performance-based awards and other equity-based awards, including LTIP units, or any combination of the foregoing.

There are an aggregate 5,273,959 shares of our common stock authorized for issuance under the 2015 Equity Incentive Plan.

The shares of our common stock underlying any awards that are forfeited, cancelled, or are otherwise terminated (other than by exercise) under the 2015 Equity Incentive Plan are added back to the shares available for issuance.

As of December 31, 2023 , 836,574 shares were available for issuance under the 2015 Equity Incentive Plan.

On May 17, 2024, the stockholders of the Company approved our 2024 Equity Incentive Plan (the “2024 Plan”), which initially authorized an aggregate of 3,600,000 shares of our common stock for issuance.

The 2024 Plan replaced our 2015 Equity Incentive Plan, as last amended on May 9, 2017 (the “Prior Plan”), and upon the effectiveness of the 2024 Plan no awards may be granted under the Prior Plan.

Pursuant to the terms of the 2024 Plan, the shares of our common stock underlying any awards that are forfeited, cancelled, or are otherwise terminated (other than by exercise) under the 2024 Plan and Prior Plan are added back to the shares available for issuance under the 2024 Plan.

As of December 31, 2024, 3,725,247 shares were available for issuance under the 2024 Plan.

No shares of our common stock were authorized or available for issuance under the Prior Plan as of December 31, 2024.

The 2024 Plan is administered by the compensation committee of our board of directors (the “Compensation Committee”) and t he award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, dividend equivalent rights, and other equity-based awards is permitted.

Shares tendered or held back for taxes will not be added back to the reserved pool under the 2024 Plan.

Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares underlying the award will be charged to the reserved pool.

Additionally, shares we reacquire on the open market will not be added back to the reserved pool under the 2024 Plan.

Stock options and stock appreciation rights will not be repriced in any manner, nor will any material amendments be made to the 2024 Plan without stockholder approval.

The term of the 2024 Plan will expire on May 17, 2034 .

On December 6, 2023, we entered into a Transition and Separation Agreement with William C.

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We award restricted stock to certain members of management and non‑employee directors.

Management awards generally vest over a range of two to four years.

Management awards generally vest over a range of one to four years.

Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date.

Restricted stock awards issued under the 2015 Equity Incentive Plan may not be sold or otherwise transferred until restrictions have lapsed, as established by the Compensation Committee.

Restricted stock awards issued under the 2024 Plan and Prior Plan may not be sold or otherwise transferred until restrictions have lapsed, as established by the Compensation Committee.

We value our non-vested restricted share awards at the grant date fair value, which was the market price of our common stock as of the applicable grant date.

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Outstanding, December 31, 2024

(1) Reflects the number of restricted shares issued to the grantee as part of the Prior Plan.

We grant LTIP units to certain members of management and non‑employee directors.

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December 31, 2025

March 2, 2023

March 2, 2026

2023 LTIP Grant

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December 31, 2026

March 2, 2023

March 2, 2026

TSR Performance

January 19, 2024

December 31, 2026

June 14, 2024

2024 LTIP Grant

(1) An aggregate of 91,384 Operational Performance LTIP units were earned as of December 31, 2023 and vested on January 17, 2024 .

(2) Based on the Company's performance through the performance period ending December 31, 2023, no TSR Performance LTIP units were earned.

(1) 37,392 service-based LTIP units granted on January 3, 2022 and 75,044 service-based LTIP units granted on January 3, 2023 to William C.

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Trimble's Transition and Separation Agreement with the Company, dated December 6, 2023 .

(4) Operational and TSR performance LTIP units may be earned based on the Company's performance through the performance period ending December 31, 2024 or December 31, 2025, as applicable.

(2) An aggregate of 41,642 Operational Performance LTIP units were earned as of December 31, 2024 and vested on February 19, 2025 .

(3) Based on the Company's performance through the performance period ending December 31, 2024, no TSR Performance LTIP units were earned.

(4) Operational and TSR performance LTIP units may be earned based on the Company's performance through the performance period ending December 31, 2024, December 31, 2025 or December 31, 2026, as applicable.

Subject to the grantee's continued employment, earned awards will vest upon the determination of the number of earned LTIP units following the end of the applicable performance period.

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6.6 % - 6.7 %

5.6 % - 8.5 %

Risk-free interest rate

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The balance of unamortized LTIP expense as of December 31, 2024 was $ 4.6 million, which is expected to be recognized over a weighted‑average period of 1.5 years.

As of December 31, 2023, management considers it probable that the operational performance conditions on four of our five unvested grants will be achieved.

As of December 31, 2024, management considers it probable that the operational performance conditions on three of our four unvested grants will be achieved.

A summary of the status of our LTIP units as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:

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Outstanding, December 31, 2022

Forfeited (2)

Outstanding, December 31, 2023

Outstanding, December 31, 2024

(1) Reflects the number LTIP units issued to the grantee on the grant date which may be different from the number of LTIP units actually earned in the case of performance-based LTIP units.

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On August 11, 2021, we completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis.

In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the

“Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock.

In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the “Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock.

On December 28, 2021, we issued 3,991,000 shares of our common stock for net proceeds of $ 85.0 million, which shares were issued in partial settlement of the Forward Sales Agreements entered into in connection with the underwritten public offering.

During the year ended December 31, 2023, we issued 2,309,000 shares of common stock under the Forward Sale Agreements and received net cash proceeds of approximately $ 46.8 million.

As of December 31, 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.

As of December 31, 2024 and 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.

Redemption of Common Units to Common Stock

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April 26, 2023

July 27, 2022

August 2, 2023

August 17, 2023

August 29, 2023

October 26, 2023

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April 25, 2024

August 2, 2023

July 17, 2024

August 1, 2024

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Holders of LTIP units that are not subject to the attainment of performance goals are entitled to receive dividends per LTIP unit equal to 100 % of the dividend paid per common unit beginning on the grant date.

We entered into separate equity distribution agreements on each of December 20, 2019 (the “2019 ATM Program”) and June 22, 2021 (the “2021 ATM Program” and, together with the 2019 ATM Program, the “ATM Programs”) with various financial institutions pursuant to which it may issue and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million under each ATM Program from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

Under each of the ATM Programs, we may enter into one or more forward transactions (each, a “forward sale transaction”) under separate master forward sale confirmations and related supplemental confirmations with each of the various financial institutions party to the respective ATM Program for the sale of shares of its common stock on a forward basis.

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December 31, 2024

(1) Shares issued by us, which were all issued in settlement of forward sales transactions.

Additionally, as of December 31, 2023 we had entered into a forward sales transaction under the 2019 ATM Program for the sale of an additional 500,000 shares of our common stock that have not yet been settled.

Subject to our right to elect net share settlement, we expect to physically settle the forward sales transaction by December 2024, the maturity date, as set forth in the applicable forward sale transaction placement notice.

Assuming the forward sales transaction is physically settled in full utilizing a net weighted average initial forward sales price of $ 13.52 per share, we expect to receive net proceeds of approximately $ 6.8 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction.

(1) Shares issued by us, which were all issued in settlement of forward sale transactions.

As of December 31, 2024, we had settled all of our outstanding forward sale transactions under the 2019 ATM Program.

We accounted for the forward sale transactions as equity.

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(1) During the years ended December 31, 2024, 2023 and 2022, there were approximately 415,291 , 387,010 and 314,529 unvested performance-based LTIP units, respectively, that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

(2) During the year ended December 31, 2023 , there were no shares of underlying unsettled forward sales transactions that were included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

During the years ended December 31, 2022 and 2021, there were approximately 4,259,000 and 326,000 shares, respectively, of underlying unsettled forward sales transactions that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

(2) During the years ended December 31, 2024 and 2023, there were no shares of underlying unsettled forward sales transactions that were included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

During the year ended December 31, 2022, 4,259,000 shares of underlying unsettled forward sales transactions that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

We lease commercial space to the U.S.

Government through the GSA or other federal agencies or nongovernmental tenants.

Government through the GSA or other federal, state and local agencies or nongovernmental tenants.

These leases may contain extension options that are predominately at the sole discretion of the tenant.

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Property rental revenue

Information about our leases for our development property as of December 31, 2023 is set forth in the table below:

Information about our leases for our development properties as of December 31, 2024 are set forth in the table below:

Property Name

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Food and Drug Administration

JUD - Flagstaff

Flagstaff, AZ

Judiciary of the U.S.

(1) L=Laboratory

(2) C=Courthouse

We lease corporate office space under operating lease arrangements in Washington, D.C.

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We have elected not to separate lease and non-lease components for our corporate office leases.

As of December 31, 2023 , the unamortized balances associated with our right-of-use operating lease asset and operating lease liability were $ 3.0 million and $ 3.0 million, respectively.

As of December 31, 2024 , the unamortized balances associated with our right-of-use operating lease asset and operating lease liability for our two commenced office leases was $ 2.3 million and $ 2.3 million, respectively.

As of December 31, 2023 , the unamortized balance associated with our right-of-use operating lease asset and operating lease liability for our two commenced office leases was $ 3.0 million and $ 3.0 million, respectively.

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Department of Veteran Affairs (“VA”)

Customs and Border Protection (“CBP”)

Joint Staff Command (“JSC”)

Federal Bureau of Investigation (“FBI”)

Citizenship and Immigration Services (“USCIS”)

Internal Revenue Service (“IRS”)

Coast Guard (“USCG”)

Customs and Border Protection (“CBP”)

The Judiciary of the U.S.

Government (“JUD”)

Federal Bureau of Investigation (“FBI”)

Food and Drug Administration (“FDA”)

Department of Transportation (“DOT”)

Environmental Protection Agency (“EPA”)

General Services Administration - Other

National Weather Service (“NWS”)

Immigration and Customs Enforcement (“ICE”)

Department of Homeland Security (“DHS”)

State of California (“CA”)

Federal Emergency Management Agency (“FEMA”)

Citizenship and Immigration Services (“USCIS”)

Food and Drug Administration (“FDA”)

General Services Administration - Other

Internal Revenue Service (“IRS”)

Bonneville Power Administration (“BPA”)

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Health Resources and Services Administration (“HRSA”)

National Weather Service (“NWS”)

Bureau of the Fiscal Service (“BFS”)

Department of Energy (“DOE”)

Environmental Protection Agency (“EPA”)

Military Entrance Processing Command (“MEPCOM”)

The balance in Accounts receivable related to tenant construction projects and the associated project management income was $ 8.1 million and $ 9.6 million, as of December 31, 2024 and 2023, respectively.

The duration of the majority of tenant construction project reimbursement arrangements are less than a year and payment is typically due once a project is complete and work has been accepted by the tenant.

The duration of the majority of tenant construction project reimbursement arrangements are less than a year and payment is typically due once a project is complete and work has been

accepted by the tenant.

There were no projects ongoing as of December 31, 2024 or as of December 31, 2023 with a duration of greater than one year.

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We regularly monitor our tenant base to assess potential concentrations of credit risk.

As stated in Note 1 above, we lease commercial space to the U.S.

Government or nongovernmental tenants.

At December 31, 2024, the U.S.

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To the extent that weak economic or real estate conditions or natural disasters affect California, our business, financial condition and results of operations could be negatively impacted.

Segment Information

For the years ended December 31, 2024, 2023 and 2022, our operations are reported within one reportable and operating segment in the consolidated financial statements and all of our properties are included within this single reportable and operating segment (the “segment”).

Our CODM includes our Chief Executive Officer and our Chief Financial and Accounting Officer as they are responsible for allocating resources, assessing performance and determining appropriate operating segments.

The CODM assesses performance for the segment and decides how to allocate resources based on net income, which is reported on our Consolidated Statements of Operations as Net Income.

The Consolidated Statements of Operations, inclusive of significant expenses, are provided to the CODM for performance assessment.

The CODM uses net income to evaluate income generated from our properties when deciding whether to reinvest profits into our assets or into other parts of the entity, such as for acquisitions or to pay dividends.

Net income is also used to monitor budgeted versus actual results.

The CODM also uses net income in competitive analysis by benchmarking to our competitors.

The competitive analysis, along with the monitoring of budgeted versus actual results, is used in assessing performance of the segment and in establishing employee and management compensation.

The measure of segment assets is reported on our Consolidated Balance Sheets as Total Assets.

The accounting policies of the segment are the same as those described in our Summary of Significant Accounting Policies.

Related Parties

We have reimbursement arrangements with entities controlled by our former Chairman, who was appointed Chief Executive Officer effective January 1, 2024, and Vice Chairman, which provide for reimbursement of costs paid on our behalf, or those we pay on their behalf.

For the years ended December 31, 2023, 2022 and 2021, we were responsible for reimbursing costs of $ 0.8 million, $ 0.4 million and $ 0.3 million, respectively, and received reimbursement for costs of less than $ 0.1 million, less than $ 0.1 million and $ 0.1 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, we were responsible for reimbursing costs of $ 0.9 million, $ 0.8 million and $ 0.4 million, respectively, and received reimbursement for costs of $ 0.1 million, less than $ 0.1 million, and less than $ 0.1 million, respectively.

We provide asset management services to properties owned by the JV.

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As of December 31, 2024, and 2023 , Accounts receivable from related parties was $ 0.3 million and $ 0.2 million, respectively.

As of December 31, 2023, and 2022 , Accounts payable, accrued expenses and other liabilities included $ 0.4 million and less than $ 0.1 million, respectively, owed to related parties.

As of December 31, 2024, and 2023 , Accounts payable, accrued expenses and other liabilities included $ 0.1 million and $ 0.4 million, respectively, owed to related parties.

Subsequent Events

For its consolidated financial statements as of December 31, 2024, we evaluated subsequent events as of the filing date of this Annual Report on Form 10-K and noted the following significant events:

On January 2, 2024, we granted an aggregate of 193,993 performance-based LTIP units to members of management pursuant to the 2015 Equity Incentive Plan, consisting of (i) 77,256 LTIP units that are subject to us achieving certain total shareholder return performance thresholds (on both an absolute and relative basis) and (ii) 116,737 LTIP units that are subject to us achieving certain operational performance hurdles, in each case through a performance period ending on December 31, 2026.

On January 2, 2025, we granted an aggregate of 400,920 performance-based LTIP units to members of management pursuant to the 2024 Plan, consisting of (i) 213,430 LTIP units that are subject to us achieving certain total shareholder return performance thresholds (on both an absolute and relative basis) and (ii) 187,490 LTIP units that are subject to us achieving certain operational performance hurdles, in each case through a performance period ending on December 31, 2027.

The performance-based LTIP units will vest to the extent earned following the end of the performance period on December 31, 2027.

On January 2, 2024, we also granted an aggregate of 201,150 service-based LTIP units to members of management pursuant to the 2015 Equity Incentive Plan, which will vest on December 31, 2026.

On January 2, 2025, we also granted an aggregate of 323,903 service-based LTIP units to members of management pursuant to the 2024 Plan, which will vest on December 31, 2027.

The LTIP units are subject to the grantee’s continued employment and the other terms of the awards.

On January 19, 2024, we granted 69,419 performance-based LTIP units to members of management pursuant to the 2015 Equity Incentive Plan that are subject to us achieving certain total shareholder return performance thresholds (on a relative basis) through a performance period ending on December 31, 2026.

The performance-based LTIP units will vest to the extent earned following the end of the performance period on December 31, 2026.

On January 23, 2024, we entered into the seventh amendment to the 2016 term loan facility agreement to extend the maturity date of the loan to January 30, 2025.

Subsequent to December 31, 2023, the Company entered into forward sales transactions under the December 2019 ATM Program for the sale of an additional 89,647 shares of its common stock that have not yet been settled.

Subject to its right to elect net share settlement, the Company expects to physically settle the forward sales transactions no later than January 2025.

Assuming the forward sales transactions are physically settled in full utilizing a net weighted average initial forward sales price of $ 13.39 per share, the Company expects to receive net proceeds of approximately $ 1.2 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction.

Easterly Government Properties, Inc.

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Bakersfield, CA

Beavercreek, OH

Birmingham, AL

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Cleveland, OH

Council Bluffs, IO

Council Bluffs, IA

Des Plaines, IL

El Centro, CA

Kansas City, KS

Kansas City, MO

Knoxville, TN

Easterly Government Properties, Inc.

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Original Construction Date(s)

Kansas City, KS

Kansas City, MO

Knoxville, TN

Lees Summit, MO

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Riverside, CA

Sacramento, CA

Salt Lake City, UT

San Antonio, TX

San Diego, CA

Santa Ana, CA

Easterly Government Properties, Inc.

10 unchanged sentences

Original Construction Date(s)

Sacramento, CA

Salt Lake City, UT

San Antonio, TX

San Diego, CA

Santa Ana, CA

South Bend, IN

Springfield, MO

Springfield, IL

Upper Marlboro, MD

(1) OC=Outpatient Clinic;

SF=Specialized Facility;

C=Courthouse;

L=Laboratory;

D=Distribution;

M=Manufacturing.

(2) Includes the unamortized balance of the fair value adjustments.

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Balance at December 31, 2021

Real estate impaired (1)

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Balance at December 31, 2023

Balance at December 31, 2024

(1) During the quarter ended September 30, 2022, we recognized an impairment loss totaling approximately $ 5.5 million for its ICE – Otay.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures