8-K
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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
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Date of Report (Date of earliest event reported): May 8, 2025 |
Easterly Government Properties, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-36834 |
47-2047728 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2001 K Street NW Suite 775 North |
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Washington, District of Columbia |
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20006 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (202) 595-9500 |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock |
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DEA |
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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 May 8, 2025, Easterly Government Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of Maryland Articles of Amendment (the “Amendment”) to its Articles of Amendment and Restatement that reduces the number of authorized shares of common stock, par value $0.01 per share, of the Company from 200,000,000 to 80,000,000, in proportion with the one-for-two and a half reverse stock split of common stock effected by the Company on April 28, 2025. The Amendment became effective upon filing.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit Number |
Description |
3.1 |
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.
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EASTERLY GOVERNMENT PROPERTIES, INC. |
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Date: |
May 8, 2025 |
By: |
/s/ Franklin V. Logan |
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Franklin V. Logan
Executive Vice President, General Counsel and Secretary |
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 (the “Department”) of Maryland that:
FIRST: The first two sentences of Section 5.1 of Article V of the charter of the Corporation (the “Charter”) are hereby deleted in their entirety and the following are substituted in lieu thereof:
The Corporation has authority to issue 130,000,000 shares of stock, consisting of 80,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 50,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $1,300,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 250,000,000 shares of stock, consisting of 200,000,000 shares of Common Stock, $0.01 par value per share, and 50,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $2,500,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 130,000,000 shares of stock, consisting of 80,000,000 shares of Common Stock, $0.01 par value per share, and 50,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,300,000.
FOURTH: The foregoing amendment to the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly permitted to be made without any action by the stockholders of the Corporation pursuant to Section 2-105(a)(13) of the Maryland General Corporation Law (the “MGCL”) and the Charter.
FIFTH: The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the foregoing amendment to the Charter.
SIXTH: These Articles of Amendment shall become effective upon filing with the Department.
SEVENTH: 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 her 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 8th day of May, 2025.
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EASTERLY GOVERNMENT PROPERTIES, INC. |
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By: |
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/s/ Allison E. Marino |
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Name: |
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Allison E. Marino |
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Title: |
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Executive Vice President, Chief Financial Officer |
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ATTEST: |
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By: |
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/s/ Franklin V. Logan |
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Name: |
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Franklin V. Logan |
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Title: |
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Executive Vice President, General Counsel and Secretary |
