PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding our company and the historical and pro forma financial statements appearing elsewhere in this prospectus. You should carefully review the entire prospectus, including the risk factors, the consolidated financial statements and the notes thereto and the other documents to which this prospectus refers before making an investment decision. References in this prospectus to “Easterly,” “we,” “our,” “us” and “our company” refer to Easterly Government Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries including Easterly Government Properties LP, a Delaware limited partnership, which we refer to in this prospectus as our operating partnership. Unless the context otherwise requires or indicates, this prospectus (i) assumes the formation transactions, as described under the caption “Structure and Formation of Our Company,” including our acquisition of a portfolio of properties from Western Devcon, Inc., a private real estate company and a series of related entities beneficially owned by Michael P. Ibe, which we refer to collectively as Western Devcon, have been completed, (ii) assumes the              shares of common stock to be sold in this offering are sold at $             per share, which is the midpoint of the price range set forth on the front cover of this prospectus, (iii) assumes              shares of common stock are sold in the concurrent private placement at a price per share equal to the midpoint of the price range set forth on the front cover of this prospectus without the payment of any underwriting fees, discounts or commissions, (iv) assumes no exercise by the underwriters of their option to purchase up to an additional              shares of common stock to cover over-allotments, or the over-allotment option, (v) presents all property-level information as of September 30, 2014 on a pro forma basis for the formation transactions and (vi) includes pro forma financial or other information presented on the basis, and after making the adjustments, described in our unaudited pro forma condensed consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. The term “our predecessor” means Easterly Partners, LLC and its consolidated subsidiaries, including (i) all entities or interests in U.S. Government Properties Income and Growth Fund L.P., U.S. Government Properties Income and Growth Fund REIT, Inc. and the related feeder and subsidiary entities, which we refer to, collectively, as Easterly Fund I, (ii) all entities or interests in U.S. Government Properties Income and Growth Fund II, LP, USGP II REIT LP, USGP II (Parallel) Fund, LP and their related feeders and subsidiary entities, which we refer to, collectively, as Easterly Fund II and, together with Easterly Fund I, we refer to as the Easterly Funds and (iii) the entities that manage the Easterly Funds, which we refer to as the management entities.

Our Company

We are a newly organized and internally managed Maryland corporation that intends to qualify as a real estate investment trust, or REIT, focused primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate substantially all of our revenue by leasing our initial portfolio to such agencies through the U.S. General Services Administration, or GSA. Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation.

Upon completion of this offering and the formation transactions, we will wholly own 29 properties in the United States, including 26 properties that are leased primarily to U.S. Government tenant agencies and three properties that are entirely leased to private tenants, encompassing approximately 2.1 million square feet in the aggregate. Our initial portfolio consists of 15 properties contributed by the Easterly Funds and 14 properties contributed by Western Devcon. For more information on our formation transactions, see “Structure and Formation of Our Company.”

We focus on acquiring, developing and managing GSA-leased properties that are essential to supporting the mission of the tenant agency and strive to be a partner of choice for the U.S. Government, working closely with the GSA to meet the needs and objectives of the tenant agency. We identify U.S. Government agencies that we believe to have the most enduring missions, including a range of growing federal agencies such as the Federal

Bureau of Investigation and the Drug Enforcement Administration, both of which have, in recent years, been the subject of increased priority in the U.S. Government. Such agencies require properties with the type of specialized security, technology, communications and other features that increase the likelihood of long-term lease renewal at positive spreads and increase the long-term value of the leased properties to the agency. We then identify the most critical buildings occupied by these agencies for acquisition or the projects proposed by such agencies for development. Specifically, for our acquisition and development pipeline, we target major federal buildings of Class A construction, at least 85% leased to a single U.S. Government agency, including through the GSA, in excess of 40,000 rentable square feet with expansion potential. Our target market is best summarized by the following illustration:

In order to identify investments within this target market, we underwrite the agency first and then underwrite the relative importance of the building within the hierarchy of the agency. We then focus on properties that are critical to the selected agencies with the following attributes:

Our initial portfolio is diversified among U.S. Government tenant agencies, which include a number of the U.S. Government’s largest and most essential agencies, such as the Drug Enforcement Administration, the Federal Bureau of Investigation, the Internal Revenue Service and the Patent and Trademark Office. Our initial portfolio also includes four private tenants, representing less than 5% of our annualized lease income.

The GSA-leased real estate asset class possesses a number of positive attributes that we believe will offer our stockholders significant benefits, including a highly creditworthy and very stable tenant base, long-term lease structures and low risk of tenant turnover. GSA leases are backed by the full faith and credit of the U.S. Government, and the GSA has never experienced a financial default in its history. Payment for rents under GSA

leases are funded through the Federal Buildings Fund and are not subject to direct federal appropriations, which can fluctuate with federal budget and political priorities. In addition to presenting reduced risk of default, GSA leases typically have long initial terms of ten to 20 years with renewal leases having terms of five to ten years, which limit operational risk. Upon renewal of a GSA lease, base rent is typically reset based on a number of factors, including inflation and the replacement cost of the building at the time of renewal, which we generally expect will increase over the life of the lease. According to Dr. Eisen, historical renewal rates have ranged from 93% to 95% for properties within our target market that are greater than 50,000 rentable square feet and are 100% leased to the U.S. Government.

GSA-leased properties generally provide attractive investment opportunities and require specialized knowledge and expertise. Each U.S. Government agency has its own customs, procedures, culture, needs and mission, which translate into different requirements for its leased space. Furthermore, the sector is highly fragmented, as ownership is disparate and there is no national broker or clearinghouse for GSA-leased property. As of October 2014, the largest owner of GSA-leased properties owned approximately 3% of the GSA-leased market by RSF and the ten largest owners of GSA-leased properties collectively owned approximately 15% of the GSA-leased market by RSF. The development of GSA-leased properties also entails a long and complicated procurement process, limiting the number of developers within the market. Long-term relationships and specialized institutional knowledge regarding the agencies, their space needs and the hierarchy and importance of a property to its tenant agency are crucial to understanding which agencies and properties present the greatest likelihood of long-term tenancy, and to identifying and acquiring attractive investment properties.

We expect that our extensive knowledge of U.S. Government properties and lease structures will allow us to efficiently execute transactions. Additionally, we believe that our ability to identify and implement building improvements increases the likelihood of lease renewal and enhances the value of our portfolio. Our experienced management team brings specialized insight into the mission and hierarchy of tenant agencies so that we are able to gain a deep understanding of the U.S. Government’s long-term strategy for a particular agency and its resulting space needs. This allows us to target properties for use by agencies that will have enduring criticality and the highest likelihood of lease renewal. Lease duration and the likelihood of renewal are further increased as properties are tailored to meet the specific needs of individual U.S. Government agencies, such as specialized environmental and security upgrades.

We have assembled an experienced multidisciplinary senior management team with complementary skills and experience. Our senior management team is comprised of four individuals with experience in identifying, acquiring, developing, financing and managing U.S. Government-leased assets and has developed long-term relationships across the commercial real estate industry, including at all levels of the GSA and at numerous government agencies. Collectively, our senior management team has been responsible for the acquisition of an aggregate of approximately 1.5 million square feet of GSA-leased properties and the development of approximately 1.0 million aggregate square feet of such properties. William C. Trimble, III, our Chief Executive Officer and President and a member of our board of directors, was a co-founder of our predecessor and has over 25 years of experience in investment management, including serving as chief operating officer of an investment management firm specializing in acquiring GSA-leased properties prior to co-founding our predecessor. Darrell W. Crate, our Chairman, was also a co-founder of our predecessor and brings to our team extensive capital markets and listed company experience, having served as chief financial officer of Affiliated Managers Group, Inc., a NYSE listed company, for 13 years. Michael P. Ibe, our Executive Vice President—Development and Acquisitions and a director nominee, brings extensive experience executing the ground-up development of specialized properties that are built to suit the needs of the tenant agency with a particular expertise in specialized facilities such as forensic and other laboratory facilities, high-security facilities and DEA facilities. F. Joseph Moravec, our Executive Vice President—Government Relations, is a U.S. Government policy specialist and has been an integral member of the senior management team of our predecessor since 2011. Mr. Moravec previously served as Commissioner of the Public Buildings Service for the GSA from 2001 to 2005, where he was

responsible for the overall asset management, design, construction, leasing, operations and disposal of GSA portfolio properties. For more information on our senior management team, see “Management.”

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2015. For more information, see “U.S. Federal Income Tax Considerations.”

Our Competitive Strengths

We believe that we distinguish ourselves from other owners and operators of office and other commercial properties, including properties leased to the U.S. Government, through the following competitive strengths:

Upon completion of this offering, the formation transactions and the concurrent private placement, our senior management team will own approximately     % of our common stock on a fully diluted basis, which will help to align their interests with those of our stockholders.

Our Business and Growth Strategies

Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation. We intend to pursue the following strategies to achieve these goals:

Our Initial Portfolio Summary

Upon completion of the formation transactions, we will wholly own 29 properties, including 26 properties with approximately 1.8 million rentable square feet that are leased primarily to U.S. Government tenants and three properties with approximately 257,000 rentable square feet that are entirely leased to private tenants. As of September 30, 2014, our properties were 100% leased with a weighted average annualized lease income per leased square foot of $32.48 and a weighted average age of approximately ten years.

Information about the properties in our initial portfolio as of September 30, 2014 is set forth in the table below:

Our initial assets are located across the United States, including the following regions, as defined by the GSA: Pacific Rim (11 properties), Greater Southwest (seven properties), Southeast Sunbelt (five properties), Rocky Mountain (two properties), Northeast & Caribbean (one property), Mid-Atlantic (one property), The Heartland (one property) and National Capital (one property). The three properties entirely leased to private tenants are located in the Southeast Sunbelt (two properties) and Greater Southwest regions. The following chart sets forth the geographic diversification of the properties in our initial portfolio by GSA-defined region as of September 30, 2014:

Annualized Lease Income by Market

Our initial portfolio has a stable tenant base that is diversified among U.S. Government agencies. Our U.S. Government tenant agencies include a number of the U.S. Government’s largest and most essential agencies, such as the DEA, FBI and CBP. Our private tenants are Parbel of Florida, a subsidiary of L’Oreal SA, United Technologies, LifePoint, Inc. and Lummus Corporation. As of September 30, 2014, our properties were 100% occupied by 16 tenants. The following table provides information about the tenants that occupied our properties as of September 30, 2014:

As of September 30, 2014, less than ten percent of our leases, based on square footage and total annualized lease income, were scheduled to expire before 2018. Certain of our leases are currently in the “soft-term” period of the lease, meaning that the U.S. Government tenant agency has the right to terminate the lease prior to its stated lease end date. In recent years the GSA has increasingly entered into leases with “soft-term” periods. We believe that, from the GSA’s perspective, leases with such provisions are helpful for budgetary purposes. While some of our leases are contractually subject to early termination, we do not believe that our tenant agencies are likely to terminate these leases early given the build-to-suit features at the properties subject to the leases, the average age of these properties (approximately 12 years), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties. The following table sets forth a schedule of lease expirations for leases in place as of September 30, 2014. The information set forth in the table assumes that tenants do not exercise renewal options or early termination rights as of September 30, 2014.

Acquisition and Development Pipeline

We maintain an active pipeline of potential acquisition opportunities, which we have targeted using our proprietary database of GSA-leased assets, compiling data on such assets, including information pertaining to leases and operating costs. We believe that our senior management team’s extensive network of longstanding relationships with commercial real estate participants will continue to provide us with an information advantage and access to attractive acquisition opportunities, many of which may not be available to our competitors. We are also currently evaluating several potential development projects.

We cannot assure you that we will acquire or develop any of the properties in our acquisition or development pipeline because the acquisition or development of any property in our pipeline may be subject to a number of factors, including the negotiation and execution of definitive purchase and sale agreements, our completion of satisfactory due diligence with respect to the property and satisfaction of customary closing conditions, including the receipt of third-party consents and approvals.

Industry and Market Information

We focus primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. The GSA acts as the real estate intermediary for a wide range of U.S. Government entities, including the Drug Enforcement Administration, Federal Bureau of Investigation, Immigration and Customs Enforcement, Internal Revenue Service, Administrative Office of the Courts, Department of Justice, Department of Homeland Security, Department of the Treasury, Department of State and Central Intelligence Agency.

The GSA is divided into two principal divisions, the Federal Acquisition Service, or FAS, and the Public Buildings Service, or PBS. The FAS provides comprehensive solutions for products and services across the U.S. Government. The PBS acquires and manages thousands of federal properties and provides management, leasing, acquisition and disposal services to suit the U.S. Government’s real estate needs. The PBS provides more than 370 million square feet of workspace for more than 1.1 million federal workers in approximately 9,000 properties nationwide. Within the PBS portfolio, properties are either under the full custody and control of the GSA (i.e., U.S. Government-owned) or leased from the private sector and include assets such as office buildings, courthouses, land ports of entry, warehouses, laboratories and parking structures.

GSA Leasing Dynamics

Over the 45-year period from 1968 to 2013, the GSA’s total portfolio of leased space grew at an average annual rate of 3.1%. From 1998 to 2013, the GSA’s leased inventory experienced substantially faster growth than the GSA-owned inventory, growing by 30.1% in the aggregate as compared to (1.5%) in the aggregate for GSA-owned inventory over the same 15-year period. The GSA’s leased inventory now comprises over 50% of the GSA’s total inventory in terms of rentable square feet. The overall growth of the GSA’s leased inventory can be seen in the chart below:

GSA Portfolio

A leasing model allows the GSA the flexibility to accommodate each federal agency’s needs by accounting for both the scope and urgency of its respective space requirements. Although the GSA typically utilizes a uniform lease agreement, the build-out and building security requirements for each tenant vary according to that

agency’s specific mission and hierarchy of the property within the agency. In many cases, existing U.S. Government-owned properties cannot accommodate tenant needs, and the upfront cost and complexity of constructing a new U.S. Government-owned building can be prohibitive. The average age of the U.S. Government-owned properties is 47 years. As a result, the GSA’s reliance on privately owned office space has escalated. We believe this is due in part to the fact that the full cost of each construction project must be recognized in a single fiscal year budget, whereas a newly leased building only requires recognition of annual payments in the applicable agency’s annual budget. Thus, given recent federal budget constraints, we believe it is likely that the U.S. Government will continue to grow its leased portfolio of assets, strengthening its reliance on leasing over ownership.

Attributes of the GSA-Leased Asset Class

The GSA-leased asset class possesses several positive attributes:

– U.S. Government Tenant Credit: Leases are backed by the full faith and credit of the U.S. Government, and the GSA has never experienced a financial default. Even during the U.S. Government “shutdown” of 2013, the GSA continued to pay its rent to private landlords through the Federal Buildings Fund that is not subject to direct appropriations. As such, we believe that there is limited risk of tenant default.

– Limited Renewal Risk: The historical renewal rate for GSA-leased properties has been approximately 77% and, according to Dr. Eisen, properties within our target market, in excess of 50,000 rentable square feet that are 100% leased to the U.S. Government, have historical renewal rates in the range of 93% to 95%. Our strategy seeks to increase the likelihood of renewal by acquiring or constructing projects based on the following:

– Long-Term Lease Structures: A typical initial GSA lease has a term of ten to 20 years, limiting operational risk. A renewal lease typically has a term of five to ten years.

– Strong Rent Growth Upon Renewal: When a GSA lease expires, the new base rent is typically reset based on a number of factors, including inflation, the replacement cost of the building at the time of renewal, which we generally expect will increase over the life of the lease, and enhancements to the property since the date of the prior lease. Between 2006 and 2014, the average rental increase for GSA leases within our target market upon renewal was approximately 18% for leases with terms of ten to 15 years and approximately 26% for leases with terms of 15 years or more.

– Low Market Correlation: We believe that the GSA-leased real estate asset class is less correlated to macro cycles than traditional commercial real estate. The U.S. Government remains the largest employer in the world, the largest office tenant in the United States and the primary catalyst of the U.S. economy. Finally, given our expectation for continuing budgetary constraints, the U.S. Government’s increased reliance on leasing over ownership is expected to continue.

– Fragmented Market: The largest owner of GSA-leased assets owns approximately 3% of the GSA-leased market by RSF as of October 2014. The ten largest owners of GSA-leased assets collectively own approximately 15% of the GSA-leased market by RSF as of October 2014. Additionally, there is no national broker or clearinghouse for GSA-leased properties. We believe that all of these factors work in concert to create a fragmented market that requires acquirers and developers to have specialized knowledge and expertise to navigate the landscape.

All of these market dynamics combine to yield a strong climate for investment opportunities and to drive stable cash flows within the GSA-leased property market.

Summary Risk Factors

An investment in our common stock involves various risks, and prospective investors are urged to carefully consider the matters discussed under “Risk Factors” prior to making an investment in common stock. The following is a list of some of these risks.

Pro Forma Indebtedness

We expect to have approximately $         million of consolidated indebtedness outstanding upon completion of this offering, the formation transactions and the concurrent private placement. In addition, our indebtedness will have staggered maturities with a weighted average debt maturity of approximately              years, a weighted average interest rate of     % per annum and consist of approximately     % of fixed rate debt. In the future, overall leverage will depend on how we choose to finance our portfolio, including future acquisitions, and the cost of leverage. Neither our charter nor our investment policies restrict the amount of leverage that we may incur.

In connection with the completion of this offering, the formation transactions and the concurrent private placement, we intend to enter into a $             million senior unsecured revolving credit facility with affiliates of certain of the underwriters. This credit facility will have an accordion feature that will provide us with additional capacity, subject to the satisfaction of customary terms and conditions, of up to $             million, for a total facility size of not more than $             million. We intend to use the senior unsecured revolving credit facility to repay indebtedness, fund acquisitions, development and redevelopment opportunities, capital expenditures and the costs of securing new and renewal leases and provide working capital.

Structure and Formation of Our Company

Our Company

Upon completion of this offering, the formation transactions and the concurrent private placement, we will wholly own 29 properties in the United States, including 26 properties that are leased primarily to U.S. Government tenant agencies and three properties that are entirely leased to private tenants, encompassing approximately 2.1 million square feet in the aggregate. Our initial portfolio consists of 15 properties contributed by the Easterly Funds and 14 properties contributed by Western Devcon. For more information on our formation transactions, see “Structure and Formation of Our Company.”

Our Predecessor

The term “our predecessor” refers to Easterly Partners, LLC and its consolidated subsidiaries, including the Easterly Funds, which hold 100% of the fee interests in the entities that own 15 of the properties, or the property-owning subsidiaries, that will be contributed to us in the formation transactions, as well as the management entities.

Formation Transactions

Each property that will be in our initial portfolio is currently owned by the Easterly Funds or by Western Devcon. Each of the Easterly Funds and the owner of the management entities, which is in turn owned by Darrell W. Crate, our Chairman, have entered into a contribution agreement with us and our operating partnership pursuant to which they will contribute their interests in their property-owning subsidiaries to our operating partnership in exchange for              shares of common stock and              common units of our operating partnership. Western Devcon has entered into a contribution agreement with us and our operating partnership pursuant to which it will contribute its interest in 14 properties to our operating partnership in exchange for              common units of our operating partnership.

Concurrent Private Placement

Concurrently with this offering and the formation transactions, the Easterly Funds will acquire                  shares of common stock in a private placement at a price per share equal to the public offering price. We refer to such share issuance as the concurrent private placement. No fees, discounts or selling commissions will be paid to the underwriters in connection with any sale of common stock through the concurrent private placement. The shares that will be issued in the concurrent private placement will be in addition to the shares sold in this offering.

Our Organizational and Ownership Structure

The following diagram depicts our expected ownership structure upon completion of this offering, the formation transactions and the concurrent private placement.

Benefits to Related Parties

In connection with this offering, the formation transactions and the concurrent private placement, Western Devcon, certain of our executive officers, directors, director nominees and continuing investors will receive material financial and other benefits, including those set forth below.

Our Tax Status

We intend to elect to be treated and to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2015. We believe we have been organized, have operated and will continue to be organized and operate in a manner that permits us to satisfy the requirements for taxation as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, or the Code. To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our taxable income to our stockholders, computed without regard to the dividends paid deduction and excluding our net capital gain, plus 90% of our net income after tax from foreclosure property (if any), minus the sum of various items of excess non-cash income.

In any year in which we qualify as a REIT, we generally will not be subject to U.S. federal income tax on that portion of our taxable income or capital gain that is distributed to stockholders. If we lose our REIT status, and the statutory relief provisions of the Code do not apply, we will be subject to entity-level income tax, including any applicable alternative minimum tax, on our taxable income at regular U.S. corporate tax rates. Even if we qualify as a REIT, we will be subject to certain U.S. federal, state and local taxes on our income and property and on taxable income that we do not distribute to our stockholders. See “U.S. Federal Income Tax Considerations.”

Distribution Policy

We intend to pay regular quarterly distributions to holders of common stock. We intend to pay a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending on the last day of the then current fiscal quarter, based on $     per share for a full quarter. On an annualized basis, this would be $     per share, or an annual distribution rate of approximately     % based on an assumed initial public offering price at the midpoint of the price range set forth on the front cover of this prospectus. We intend to maintain a distribution rate for the 12 months following completion of this offering that is at or above our initial distribution rate unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. We do not intend to reduce the expected distributions per share if the underwriters exercise their over-allotment option to purchase additional shares of common stock. Any future distributions we make will be at the discretion of our board of directors and will be dependent upon a number of factors, including prohibitions or restrictions under financing agreements or applicable law and other factors described herein. We anticipate distributing all of our taxable income.

Restrictions on Ownership of Our Common Stock

Due to limitations on the concentration of ownership of REIT stock imposed by the Code, among other restrictions, our charter prohibits any person or entity from actually or constructively owning shares in excess of     % (in value or in number of shares, whichever is more restrictive) of the outstanding shares of any class of stock or series of stock, or     % in value of the aggregate of the outstanding shares of all classes and series of our stock. In connection with the formation transactions and the concurrent private placement, we will grant waivers from the ownership limit contained in our charter to Michael P. Ibe and our continuing investors to own up to     % and              shares, respectively, of our outstanding common stock in the aggregate.

Restrictions on Transfer and Certain Indemnity Obligations for Holders of Common Stock and Units

We, our executive officers, directors and director nominees, Western Devcon and the continuing investors that are receiving shares of our common stock or common units in the formation transactions and the concurrent private placement have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, including common units, for 180 days after the date of this prospectus without first obtaining the written consent of                                 , subject to certain exceptions. See “Description of Capital Stock—Restrictions on Ownership and Transfer.”

Conflicts of Interest

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating partnership and its other partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. Our fiduciary duties and obligations, as the general partner of our operating partnership, may come into conflict with the duties of our directors and officers to our company and our stockholders. In particular, the consummation of certain business combinations, the sale of any properties or a reduction of indebtedness could have adverse tax consequences to holders of common units, which would make those transactions less desirable to them.

We intend to adopt policies that are designed to reduce certain potential conflicts of interests. See “Policies with Respect to Certain Activities—Conflict of Interest Policies.”

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have not yet made a decision as to whether we will take advantage of any or all of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of this extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies that are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1.0 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Corporate Information

Our principal executive offices are located at 2101 L Street NW, Suite 750, Washington, D.C. 20037. Our telephone number is (202) 595-9500. We maintain a website at                                 . Information contained on, or accessible through, our website is not incorporated by reference into and does not constitute a part of this prospectus or any other reports or documents we file with or furnish to the SEC.

This Offering

Summary Consolidated Historical and Pro Forma Financial Data

The following table sets forth summary historical consolidated financial data and other operating data of our predecessor and our summary condensed consolidated pro forma financial information as of the dates and for the periods presented. We have not presented historical information for Easterly Government Properties, Inc. because it has not had any operating activity since its formation on October 9, 2014, other than the issuance of 1,000 shares of its common stock as part of its initial capitalization and activity in connection with our formation transactions, the concurrent private placement and this offering, and because we believe that a presentation of the results of Easterly Government Properties, Inc. would not be meaningful.

The term “our predecessor” refers to Easterly Partners, LLC and its consolidated subsidiaries, including the Easterly Funds and the management entities.

The summary historical consolidated financial information as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 presented below has been derived from our predecessor’s unaudited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial information as of December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012 presented below has been derived from our predecessor’s audited consolidated financial statements included elsewhere in this prospectus.

The Easterly Funds use investment company accounting and, accordingly, account for their investments based on fair value. For further information, see Note 1 in the “Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements” appearing elsewhere in this prospectus. Going forward we will account for the properties owned by the Easterly Funds using historical cost accounting instead of investment company accounting. Moving from investment company accounting to historical cost accounting will result in significant changes in the presentation of our consolidated financial statements following the formation transactions. Our future financial condition and results of operations will differ significantly from, and will not be comparable with, the historical financial position and results of operations of our predecessor.

Our unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 gives effect to the formation transactions, the concurrent private placement, the initial public offering, our new senior unsecured revolving credit facility and the use of proceeds therefrom as if these events had occurred on September 30, 2014. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 give effect to the formation transactions, the concurrent private placement, the initial public offering, our new senior unsecured revolving credit facility and the use of proceeds therefrom as if these events had occurred on January 1, 2013.

Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been if the formation transactions, the concurrent private placement, the initial public offering, our new senior unsecured revolving credit facility and the use of proceeds occurred on the date or at the beginning of the period indicated, nor does it purport to represent our future financial position or results of operations. The unaudited pro forma adjustments are based on information and assumptions that we consider reasonable and factually supportable.

Since the information presented below is only a summary and does not provide all of the information contained in the historical consolidated financial statements of our predecessor or our pro forma financial statements, including the related notes, you should read the following in conjunction with the information contained in “—Pro Forma Indebtedness,” “Structure and Formation of Our Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and unaudited pro forma condensed consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.