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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): April 25, 2025

    

Easterly Government Properties, Inc.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-36834	47-2047728
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2001 K Street NW Suite 775 North
Washington, District of Columbia		20006
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (202) 595-9500

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DEA	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 25, 2025, Easterly Government Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of Maryland two Articles of Amendment (the “Amendments”) to its Articles of Amendment and Restatement that: (i) provided for a 1-for-2.5 reverse stock split of the issued and outstanding shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), effective at 12:01 a.m. Eastern time on April 28, 2025, and (ii) provided for the par value of the issued and outstanding shares of Common Stock to be changed from $0.025 per share (as a result of the reverse stock split) back to $0.01 per share, effective at 12:02 a.m. Eastern Time on April 28, 2025.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number	Description
3.1	Articles of Amendment.
3.2	Articles of Amendment.
104	Cover Page Interactive Data File (embedded within the inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			EASTERLY GOVERNMENT PROPERTIES, INC.

Date:	April 28, 2025	By:	/s/ Franklin V. Logan
			Franklin V. Logan Executive Vice President, General Counsel and Secretary

EX-3.1 2 dea-ex3_1.htm EX-3.1 EX-3.1

Exhibit 3.1

EASTERLY GOVERNMENT PROPERTIES, INC.

ARTICLES OF AMENDMENT

Easterly Government Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, at 12:01 a.m. Eastern Time on April 28, 2025 (the “Effective Time”), each share of common stock of the Corporation (the “Common Stock”), $0.01 par value per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into 2/5th of a share of Common Stock, $0.025 par value per share, without any further action by the Corporation or the holder thereof.

SECOND: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption of any class or series of stock of the Corporation have not been changed by the foregoing amendment.

THIRD: The amendments to the Charter set forth above have been approved by a majority of the entire Board of Directors and the amendments are limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.

FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary on this 25th day of April, 2025.



EASTERLY GOVERNMENT PROPERTIES, INC.

By:	/s/ Allison E. Marino
	Name:	Allison E. Marino
	Title:	Executive Vice President, Chief Financial Officer



ATTEST:

By:	/s/ Franklin V. Logan
	Name:	Franklin V. Logan
	Title:	Executive Vice President, General Counsel and Secretary

EX-3.2 3 dea-ex3_2.htm EX-3.2 EX-3.2

Exhibit 3.2

EASTERLY GOVERNMENT PROPERTIES, INC.

ARTICLES OF AMENDMENT

Easterly Government Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to, effective as of 12:02 a.m. Eastern Time on April 28, 2025, decrease the par value of the issued and outstanding shares of common stock of the Corporation (the “Common Stock”) from $0.025 par value per share to $0.01 par value per share and, thereby, reduce the aggregate par value of all authorized shares of Common Stock to $2,000,000 and reduce the aggregate par value of all authorized shares to $2,500,000.

SECOND: The amendment to the Charter as set forth above has been approved by a majority of the entire Board of Directors and the amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

THIRD: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[The remainder of this page has been left blank intentionally.]



EASTERLY GOVERNMENT PROPERTIES, INC.

By:	/s/ Allison E. Marino
	Name:	Allison E. Marino
	Title:	Executive Vice President, Chief Financial Officer



ATTEST:

By:	/s/ Franklin V. Logan
	Name:	Franklin V. Logan
	Title:	Executive Vice President, General Counsel and Secretary