10-Q

As of March 31,

Joint Venture

Ownership Interest

MedBase Venture

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36834

EASTERLY GOVERNMENT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		47-2047728
(State of Incorporation)		(IRS Employer Identification No.)
2001 K Street NW, Suite 775 North, Washington, D.C.		20006
(Address of Principal Executive Offices)		(Zip Code)

(202) 595-9500

(Registrant’s telephone number, including area code)

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

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2025, the registrant had 44,905,158 shares of common stock, $0.01 par value per share, outstanding.

INDEX TO FINANCIAL STATEMENTS


	Page
Part I: Financial Information

Item 1: Financial Statements:
Consolidated Financial Statements

Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited)	1

Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)	2

Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024 (unaudited)	3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)	4

Notes to the Consolidated Financial Statements	6

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3: Quantitative and Qualitative Disclosures About Market Risk	37

Item 4: Controls and Procedures	37

Part II: Other Information

Item 1: Legal Proceedings	37

Item 1A: Risk Factors	37

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3: Defaults Upon Senior Securities	37

Item 4: Mine Safety Disclosures	37

Item 5: Other Information	38

Item 6: Exhibits	39

Signatures

Easterly Government Properties, Inc.

Consolidated Balance Sheets (unaudited)

(Amounts in thousands, except share amounts)


	March 31, 2025			December 31, 2024
Assets
Real estate properties, net	$	2,573,509		$	2,572,095
Cash and cash equivalents		8,459			19,353
Restricted cash		9,030			8,451
Tenant accounts receivable		70,531			71,172
Investment in unconsolidated real estate venture		314,546			316,521
Real estate loan receivable, net		43,760			34,081
Intangible assets, net		155,663			161,425
Interest rate swaps		145			717
Prepaid expenses and other assets		48,964			39,256
Total assets	$	3,224,607		$	3,223,071

Liabilities
Revolving credit facility		155,050			274,550
Term loan facilities, net		273,387			274,009
Notes payable, net		1,018,187			894,676
Mortgage notes payable, net		154,508			155,586
Intangible liabilities, net		14,093			14,885
Deferred revenue		118,340			120,977
Interest rate swaps		1,323			—
Accounts payable, accrued expenses and other liabilities		91,161			101,271
Total liabilities		1,826,049			1,835,954

Equity
Common stock, par value $0.01, 200,000,000 shares authorized, 44,702,490 and 43,188,224 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		447			432
Additional paid-in capital(1)		1,915,891			1,874,193
Retained earnings		134,981			131,854
Cumulative dividends		(714,657	)		(686,044	)
Accumulated other comprehensive income		(2,971	)		683
Total stockholders’ equity		1,333,691			1,321,118
Non-controlling interest in Operating Partnership		64,867			65,999
Total equity		1,398,558			1,387,117
Total liabilities and equity	$	3,224,607		$	3,223,071

(1)

As of December 31, 2024 and March 31, 2025, the Company reclassified $0.6 million from Common Stock to Additional Paid-in-Capital due to the reduction in shares outstanding in connection with the Reverse Stock Split effective April 28, 2025.

Share and per share data have been adjusted for all periods presented to reflect a 1 for 2.5 reverse stock split effective April 28, 2025.

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

Easterly Government Properties, Inc.

Consolidated Statements of Operations (unaudited)

(Amounts in thousands, except share and per share amounts)


	For the three months ended March 31,
	2025			2024
Revenues
Rental income	$	75,546		$	70,746
Tenant reimbursements		1,026			1,017
Asset management income		622			550
Other income		1,481			487
Total revenues		78,675			72,800
Expenses
Property operating		17,799			16,592
Real estate taxes		7,957			8,229
Depreciation and amortization		26,797			23,800
Acquisition costs		307			419
Corporate general and administrative		6,215			6,455
Recovery of credit losses		(238	)		—
Total expenses		58,837			55,495
Other income (expense)
Income from unconsolidated real estate venture		1,822			1,415
Interest expense, net		(18,377	)		(13,836	)
Net income		3,283			4,884
Non-controlling interest in Operating Partnership		(156	)		(258	)
Net income available to Easterly Government Properties, Inc.	$	3,127		$	4,626
Net income available to Easterly Government Properties, Inc. per share:
Basic	$	0.07		$	0.11
Diluted	$	0.07		$	0.11
Weighted-average common shares outstanding
Basic		43,224,145			40,797,257
Diluted		43,372,207			40,894,004
Dividends declared per common share	$	0.66		$	0.66

Share and per share data have been adjusted for all periods presented to reflect a 1 for 2.5 reverse stock split effective April 28, 2025.

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

Easterly Government Properties, Inc.

Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(Amounts in thousands)


	For the three months ended March 31,
	2025			2024
Net income	$	3,283		$	4,884
Other comprehensive gain (loss):
Unrealized gain (loss) on treasury locks and interest rate swaps, net		(3,832	)		902
Other comprehensive gain (loss)		(3,832	)		902
Comprehensive income (loss)		(549	)		5,786
Non-controlling interest in Operating Partnership		(156	)		(258	)
Other comprehensive (gain) loss attributable to non-controlling interest		178			(20	)
Comprehensive income (loss) attributable to Easterly Government Properties, Inc.	$	(527	)	$	5,508

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

Easterly Government Properties, Inc.

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)


	For the three months ended March 31,
	2025			2024
Cash flows from operating activities
Net income	$	3,283		$	4,884
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		26,797			23,800
Straight line rent		251			(856	)
Income from unconsolidated real estate venture		(1,822	)		(1,415	)
Amortization of above- / below-market leases		(518	)		(594	)
Amortization of unearned revenue		(1,762	)		(1,604	)
Amortization of loan premium / discount		(6	)		(275	)
Amortization of deferred financing costs		757			582
Amortization of lease inducements		329			258
Amortization of real estate loan receivable origination fees		(36	)		—
Amortization of treasury lock settlement		8			—
Distributions from investment in unconsolidated real estate venture		3,795			3,079
Non-cash compensation		1,421			1,229
Recovery of credit losses		(238	)		—
Net change in:
Tenant accounts receivable		617			1,339
Prepaid expenses and other assets		(3,312	)		(6,458	)
Real estate loan interest receivable		(931	)		—
Deferred revenue associated with operating leases		(875	)		510
Principal payments on operating lease obligations		(172	)		(166	)
Accounts payable, accrued expenses and other liabilities		(3,399	)		(422	)
Net cash provided by operating activities		24,187			23,891
Cash flows from investing activities
Real estate acquisitions and deposits		(7,307	)		(612	)
Additions to operating properties		(8,598	)		(7,906	)
Additions to development properties		(20,793	)		(12,945	)
Investment in real estate loan receivable, net		(8,541	)		(3,440	)
Net cash used in investing activities		(45,239	)		(24,903	)
Cash flows from financing activities
Payment of deferred financing costs		(2,302	)		(350	)
Issuance of common shares		41,270			—
Credit facility draws		55,500			73,000
Credit facility repayments		(175,000	)		(7,500	)
Issuance of notes payable		125,000			—
Treasury lock settlement		(1,945	)		—
Repayments of mortgage notes payable		(1,127	)		(1,117	)
Dividends and distributions paid		(30,240	)		(28,686	)
Payment of offering costs		(419	)		(172	)
Net cash provided by (used in) financing activities		10,737			35,175
Net increase (decrease) in Cash and cash equivalents and Restricted cash		(10,315	)		34,163
Cash and cash equivalents and Restricted cash, beginning of period		27,804			21,939
Cash and cash equivalents and Restricted cash, end of period	$	17,489		$	56,102

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

Easterly Government Properties, Inc.

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

Supplemental disclosure of cash flow information is as follows:


	For the three months ended March 31,
	2025			2024
Cash paid for interest (net of capitalized interest of $2,026 and $672 in 2025 and 2024, respectively)	$	15,640		$	12,276
Supplemental disclosure of non-cash information
Additions to operating properties accrued, not paid	$	5,075		$	9,832
Additions to development properties accrued, not paid		20,663			22,078
Deferred financing costs accrued, not paid		183			—
Offering costs accrued, not paid		14			28
Deferred asset acquisition costs accrued, not paid		104			115
Unrealized gain (loss) on interest rate swaps, net		(3,832	)		902
Exchange of Common Units for Shares of Common Stock
Non-controlling interest in Operating Partnership	$	—		$	(18,088	)
Common stock		—			14
Additional paid-in capital		—			18,074
Total	$	—		$	—

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

Easterly Government Properties, Inc.

Notes to the Consolidated Financial Statements (unaudited)

1. Organization and Basis of Presentation

The information contained in the following notes to the consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2024, and related notes thereto, included in the Annual Report on Form 10-K of Easterly Government Properties, Inc. (the “Company”) for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025.

The Company is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2015. The operations of the Company are carried out primarily through Easterly Government Properties LP (the “Operating Partnership”) and the wholly owned subsidiaries of the Operating Partnership. As used herein, the “Company,” “we,” “us,” or “our” refer to Easterly Government Properties, Inc. and its consolidated subsidiaries and partnerships, including the Operating Partnership, except where context otherwise requires.

We are an internally managed 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 over 90% of our revenue by leasing our properties to such agencies, either directly or through the U.S. General Services Administration (“GSA”). Our objective is to generate attractive risk-adjusted returns for our stockholders over the long-term through dividends and capital appreciation.

We focus primarily on acquiring, developing and managing U.S. Government 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 tenant agency to meet its needs and objectives. 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 March 31, 2025, 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 March 31, 2025, 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 two properties under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

The Operating Partnership holds substantially all of our assets and conducts substantially all of our business. We are the sole general partner of the Operating Partnership and owned approximately 95.4% of the aggregate limited partnership interests in the Operating Partnership (“common units”) as of March 31, 2025. We have elected to be taxed as a REIT and believe that we have operated and have been organized in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015.

Reverse Stock Split

On April 28, 2025, we effected a 1-for-2.5 reverse stock split of our issued and outstanding common stock, which reverse stock split was previously approved by our Board of Directors (the “Reverse Stock Split”). As a result, every 2.5 shares of issued and outstanding common stock were consolidated into 1 share. The par value of the common stock remained unchanged at $0.01 per share. Concurrently with the Reverse Stock Split, the Operating Partnership completed a corresponding 1-for-2.5 reverse unit split of outstanding common units and LTIP units (the “Reverse Unit Split”). All share and per share amounts, including earnings per share, in these financial statements have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Accordingly, the Reverse Stock Split reduced the number of shares outstanding as of March 31, 2025 from 111,756,225 to 44,702,490. For additional information, see Note 9 Equity Incentive Plan, Note 10 Equity and Note 11 Earnings Per Share.

Principles of Consolidation

The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company,

Easterly Government Properties TRS, LLC, Easterly Government Services, LLC, the Operating Partnership and its other subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company at March 31, 2025 and December 31, 2024, the consolidated results of operations for the three months ended March 31, 2025 and 2024, and the consolidated cash flows for the three months ended March 31, 2025 and 2024. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

2. Summary of Significant Accounting Policies

The significant accounting policies used in the preparation of our condensed consolidated financial statements are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission (the “SEC”). The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. We do not anticipate that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): 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 new standard is effective for annual periods beginning after December 15, 2024. We do not anticipate that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires expanded interim and annual disclosures of certain expense information in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on a prospective or retrospective basis. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statement disclosures.

3. Real Estate and Intangibles

Consolidated Real Estate and Intangibles

Real estate and intangibles consisted of the following as of March 31, 2025 (amounts in thousands):


	Total
Real estate properties, net
Land	$	267,543
Building and improvements		2,495,048
Acquired tenant improvements		94,894
Construction in progress		202,238
Accumulated depreciation		(486,214	)
Total Real estate properties, net		2,573,509
Intangible assets, net
In-place leases		302,302
Acquired leasing commissions		81,915
Above market leases		14,620
Payment in lieu of taxes		6,394
Accumulated amortization		(249,568	)
Total Intangible assets, net		155,663
Intangible liabilities, net
Below market leases		(77,029	)
Accumulated amortization		62,936
Total Intangible liabilities, net		(14,093	)

No operating properties were acquired or disposed of during the three months ended March 31, 2025.

During the three months ended March 31, 2025, we incurred $0.3 million of acquisition-related expenses mainly consisting of internal costs associated with future property acquisitions.

The following table summarizes the scheduled amortization of our acquired above- and below-market lease intangibles for each of the five succeeding years as of March 31, 2025 (amounts in thousands):


	Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
2025 (1)	$	822	$	(2,134	)
2026		1,096		(2,693	)
2027		1,096		(2,469	)
2028		725		(1,924	)
2029		193		(1,238	)

(1)

Represents the nine months ending December 31, 2025.

Above-market lease amortization reduces Rental income on our Consolidated Statements of Operations and below-market lease amortization increases Rental income on our Consolidated Statements of Operations.

4. Investment in Unconsolidated Real Estate Venture

The following is a summary of our investment in the JV (dollars in thousands):

On October 13, 2021, we formed an unconsolidated real estate venture, which we refer to as 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. We have joint approval rights with our JV partner on major decisions, including those regarding property operations. As such, we hold a non-controlling interest in the joint venture and account for the JV under the equity method of accounting.

5. 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 the lack of power to direct significant activities performed by the SPE.

On April 1, 2025, the Borrower repaid $15.0 million of the construction loan outstanding upon substantial completion of the development and receipt of the lump sum reimbursement from the government. On April 15, 2025, we declined the option to purchase, at the stated price, all of the issued and outstanding membership interest from the Borrower.

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


	March 31, 2025			December 31, 2024
Real estate loan receivable	$	45,025		$	35,517
Allowance for credit losses		(1,265	)		(1,436	)
Real estate loan receivable, net	$	43,760		$	34,081

During the three months ended March 31, 2025, we recognized interest income from our real estate loan receivable of $0.9 million. No interest income was recognized from real estate loan receivables during the three months ended March 31, 2024. Interest income from our real estate loan receivable is included within Other income on our Consolidated Statements of Operations. As of March 31, 2025, we recognized an allowance for credit loss liability of less than $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 $45.4 million as of March 31, 2025.

6. Debt

At March 31, 2025, our consolidated borrowings consisted of the following (amounts in thousands):


	Principal Outstanding			Interest	Current
Loan	March 31, 2025			Rate (1)	Maturity
Revolving credit facility:
2024 revolving credit facility (2)	$	155,050		SOFR + 145 bps (3)	June 2028 (4)
Total revolving credit facility		155,050

Term loan facilities:
2016 term loan facility		100,000		5.31% (5)	January 2028
2018 term loan facility		174,500		5.11% (6)	July 2026
Total term loan facilities		274,500
Less: Total unamortized deferred financing fees		(1,113	)
Total term loan facilities, net		273,387

Notes payable:
2017 series A senior notes		95,000		4.05%	May 2027
2017 series B senior notes		50,000		4.15%	May 2029
2017 series C senior notes		30,000		4.30%	May 2032
2019 series A senior notes		85,000		3.73%	September 2029
2019 series B senior notes		100,000		3.83%	September 2031
2019 series C senior notes		90,000		3.98%	September 2034
2021 series A senior notes		50,000		2.62%	October 2028
2021 series B senior notes		200,000		2.89%	October 2030
2024 series A senior notes		150,000		6.56%	May 2033
2024 series B senior notes		50,000		6.56%	August 2033
2025 series A senior notes		25,000		6.13%	March 2030
2025 series B senior notes		100,000		6.33% (7)	March 2032
Total notes payable		1,025,000
Less: Total unamortized deferred financing fees		(6,813	)
Total notes payable, net		1,018,187

Mortgage notes payable:
USFS II – Albuquerque		9,105		4.46%	July 2026
ICE – Charleston		10,105		4.21%	January 2027
VA – Loma Linda		127,500		3.59%	July 2027
CBP – Savannah		8,462		3.40%	July 2033
Total mortgage notes payable		155,172
Less: Total unamortized deferred financing fees		(524	)
Less: Total unamortized premium/discount		(140	)
Total mortgage notes payable, net		154,508

Total debt	$	1,601,132

(1)

Effective interest rates are as follows: 2016 term loan facility 5.59%, 2018 term loan facility 5.30%, 2017 series A senior notes 4.15%, 2017 series B senior notes 4.23%, 2017 series C senior notes 4.37%, 2019 series A senior notes 3.82%, 2019 series B senior notes 3.91%, 2019 series C senior notes 4.04%, 2021 series A senior notes 2.74%, 2021 series B senior notes 2.99%, 2024 series A senior notes 6.74%, 2024 series B senior notes 6.73%, 2025 series A senior notes 6.36%, 2025 series B senior notes 6.51%, USFS II – Albuquerque 3.92%, ICE – Charleston 3.93%, VA – Loma Linda 3.78%, CBP – Savannah 4.12%.

(2)

Our $400.0 million senior unsecured 2024 revolving credit facility (the “2024 revolving credit facility”) had available capacity of $244.8 million at March 31, 2025, in addition to 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)

interest rate at 5.17% 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 March 31, 2025, $129.6 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. As of March 31, 2025, excludes $4.6 million of net deferred financing costs that were included in "Prepaid expenses and other assets" in our balance sheet and are amortized through the current maturity.

(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.

(5)

Our 2016 term loan facility (as amended, our “2016 term loan facility”) is subject to three interest rate swaps with effective dates of December 23, 2024 and a 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)

Our 2018 term loan facility (as amended, our “2018 term loan facility”) is subject to two interest rate swaps with an effective date of September 29, 2023 and March 24, 2025 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 at 5.11% annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.

(7)

We entered into two $50.0 million treasury lock agreements to fix the Treasury rate of our 2025 series B senior notes. For a more complete description of the treasury lock agreements, see Note 7 Derivatives and Hedging Activities.

As of March 31, 2025, the net carrying value of real estate collateralizing our mortgages payable totaled $215.2 million. See Note 8 for the fair value of our debt instruments.

2016 Term Loan Facility

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.

2025 Senior Note Agreement

On March 20, 2025, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $125 million of fixed rate, senior unsecured notes (“Senior Notes”) consisting of (i) 6.13% 2025 Series A Senior Notes due March 20, 2030 (“2025 series A senior notes”), in an aggregate principal amount of $25.0 million, and (ii) 6.33% 2025 Series B Senior Notes due March 20, 2032 (“2025 series B senior notes”), in an aggregate principal amount of $100.0 million. The Senior Notes were issued on March 20, 2025. We, together with various subsidiaries of the Operating Partnership, have guaranteed the 2025 series A senior notes and the series B senior notes.

Financial Covenant Considerations

As of March 31, 2025, we were in compliance with all financial and other covenants related to our debt.

7. Derivatives and Hedging Activities

The following table sets forth the key terms and fair values of our interest rate swap derivatives, each of which was designated as a cash flow hedge as of March 31, 2025. We entered into these interest rate swap derivatives to reduce our exposure to the variability in future cash flows attributable to changes in our floating rate debt (amounts in thousands):


Notional Amount		Fixed Rate			Floating Rate Index	Effective Date	Expiration Date	Fair Value
$	100,000		3.70	%	USD-SOFR with -5 Day Lookback	September 29, 2023	June 29, 2025	$	145
$	40,000		3.85	%	USD-SOFR with -5 Day Lookback	December 23, 2024	December 23, 2027	$	(246	)
$	30,000		3.86	%	USD-SOFR with -5 Day Lookback	December 23, 2024	December 23, 2027	$	(191	)
$	30,000		3.86	%	USD-SOFR with -5 Day Lookback	December 23, 2024	December 23, 2027	$	(194	)
$	100,000		3.72	%	USD-SOFR with -5 Day Lookback	March 24, 2025	April 1, 2028	$	(329	)
$	50,000		3.66	%	USD-SOFR with -5 Day Lookback	June 30, 2025	July 1, 2028	$	(180	)
$	50,000		3.67	%	USD-SOFR with -5 Day Lookback	June 30, 2025	July 1, 2028	$	(183	)

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


Balance Sheet Line Item	As of March 31, 2025
Interest rate swaps - Asset	$	145
Interest rate swaps - Liability		(1,323	)

Treasury Locks

On January 29, 2025, we entered into a treasury lock agreement designated as a cash flow hedge to fix the seven-year Treasury rate at 4.43% for $50.0 million of notional value related to the 2025 series B senior notes issued on March 20, 2025. The treasury lock agreement was terminated and settled on March 5, 2025 and we recognized a $1.1 million loss in other comprehensive income. The loss in other comprehensive income is being amortized to interest expense over the life of the 2025 series B senior note.

On February 6, 2025, we entered into a treasury lock agreement designated as a cash flow hedge to fix the seven-year Treasury rate at 4.36% for $50.0 million of notional value related to the 2025 series B senior notes issued on March 20, 2025. The treasury lock agreement was terminated and settled on March 5, 2025 and we recognized a $0.9 million loss in other comprehensive income. The loss in other comprehensive income is being amortized to interest expense over the life of the 2025 series B senior note.

Cash Flow Hedges of Interest Rate Risk

The gains or losses on derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income (“AOCI”) and will be reclassified to interest expense in the period that the hedged forecasted transactions affect earnings on our variable rate debt.

We estimate that $0.4 million will be reclassified from AOCI as a net decrease to interest expense over the next 12 months.

The table below presents the effects of our interest rate derivatives on our Consolidated Statements of Operations and Comprehensive Income (Loss) (amounts in thousands):


	For the three months ended March 31,
	2025			2024
Unrealized gain (loss) recognized in AOCI	$	(3,447	)	$	1,932
Gain reclassified from AOCI into interest expense		385			1,030

Credit-Risk-Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on such indebtedness. As of March 31, 2025, the net fair value of derivatives in a liability position, which includes accrued interest, related to

agreements with our derivative counterparties was $1.2 million. As of March 31, 2025, the Company had not breached any provisions of these agreements and had not posted any collateral related to these agreements. If the Company were to breach any such provisions of these agreements, it would be required to settle its obligations under the agreements at their termination value of $1.2 million.

8. Fair Value Measurements

Accounting standards define fair value as the exit price, or the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standards also establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of these inputs is broken down into three levels: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Categorization within the valuation hierarchy is based upon the lowest level of input that is most significant to the fair value measurement.

Recurring fair value measurements

The fair values of our interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to our derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held as of March 31, 2025 were classified as Level 2 of the fair value hierarchy.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding our real estate loan receivable) and accounts payable and accrued expenses are reasonable estimates of fair values because of the short maturities of these instruments. The fair value of our real estate loan receivable, as disclosed in Note 5, is based on the discounted estimated future cash flows of the loan (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments. The table below presents our assets measured at fair value on a recurring basis as of March 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):


	As of March 31, 2025
Balance Sheet Line Item	Level 1		Level 2			Level 3
Interest rate swaps - Asset	$	—	$	145		$	—
Interest rate swaps - Liability	$	—	$	(1,323	)	$	—

For our disclosure of debt fair values, we estimated the fair value of our 2016 term loan facility, our 2018 term loan facility and our 2024 revolving credit facility based on the variable interest rate and credit spreads (categorized within Level 3 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments included scheduled principal and interest payments. Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible and may not be a prudent management decision.

Financial assets and liabilities not measured at fair value

The following table summarizes the aggregate principal outstanding under the Company's indebtedness and the corresponding estimate of fair value as of March 31, 2025:


	As of March 31, 2025
Financial liabilities	Carrying Amount (1)		Fair Value (2)

2024 revolving credit facility	$	155,050	$	155,050
2016 term loan facility	$	100,000	$	100,000
2018 term loan facility	$	174,500	$	174,500
Notes payable	$	1,025,000	$	955,884
Mortgages payable	$	155,172	$	147,157

(1)

The carrying amount consists of principal only.

(2)

We consider the fair value measurement of the financial liability instrument a Level 3 measurement.

9. Equity Incentive Plan

The following is a summary of our stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively:


	For the three months ended March 31,
	2025		2024
Stock-based compensation expense, net	$	1,421	$	1,229

Stock-based compensation expense is included within corporate general and administrative expenses on our Consolidated Statements of Operations.

Upon the Reverse Stock Split becoming effective on April 28, 2025, the total number of common shares available for issuance under the 2024 Equity Incentive Plan (the “2024 Plan”) was adjusted from 3,600,000 to 1,440,000.

On January 2, 2025, we granted an aggregate of 160,368 performance-based LTIP units (adjusted for the Reverse Unit Split) to members of management pursuant to the 2024 Plan, consisting of (i) 85,372 LTIP units that are subject to us achieving certain total shareholder return performance thresholds (on both an absolute and relative basis) and (ii) 74,996 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 will vest to the extent earned following the end of the performance period on December 31, 2027. On January 2, 2025, we also granted an aggregate of 129,561 service-based LTIP units (adjusted for the Reverse Unit Split) 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.

Pursuant to the 2024 Plan, the significant assumptions used to value the performance-based LTIP units using a Monte Carlo Simulation (risk-neutral approach) include expected volatility (25.0%), dividend yield (7.8%), risk-free interest rate (4.3%) and expected life (3 years).

10. Equity

The following table summarizes the changes in our stockholders’ equity for the three months ended March 31, 2025 and 2024 and has been retrospectively adjusted to reflect the Reverse Stock Split and Reverse Unit Split, see Note 1 Organization and Basis of Presentation (amounts in thousands, except share amounts):


	Shares		Common Stock Par Value		Additional Paid-in Capital			Retained Earnings		Cumulative Dividends			Accumulated Other Comprehensive Income			Non- controlling Interest in Operating Partnership			Total Equity
Three months ended March 31, 2025
Balance at December 31, 2024 (1)		43,188,224	$	432	$	1,874,193		$	131,854	$	(686,044	)	$	683		$	65,999		$	1,387,117
Stock based compensation, net		—		—		177			—		—			—			1,244			1,421
Dividends and distributions paid ($0.66 per share)		—		—		—			—		(28,613	)		—			(1,627	)		(30,240	)
Issuance of common stock, net		1,514,266		15		40,794			—		—			—			—			40,809
Unrealized loss on interest rate swaps		—		—		—			—		—			(3,654	)		(178	)		(3,832	)
Net income		—		—		—			3,127		—			—			156			3,283
Allocation of non-controlling interest in Operating Partnership		—		—		727			—		—			—			(727	)		—
Balance at March 31, 2025		44,702,490	$	447	$	1,915,891		$	134,981	$	(714,657	)	$	(2,971	)	$	64,867		$	1,398,558
Three months ended March 31, 2024
Balance at December 31, 2023 (1)		40,389,299	$	404	$	1,783,944		$	112,301	$	(576,319	)	$	1,871		$	87,315		$	1,409,516
Stock based compensation		—		—		123			—		—			—			1,106			1,229
Dividends and distributions paid ($0.66 per share)		—		—		—			—		(27,124	)		—			(1,561	)		(28,685	)
Redemption of common units for shares of common stock		552,582		6		18,082			—		—			—			(18,088	)		—
Unrealized gain on interest rate swaps		—		—		—			—		—			882			20			902
Net income		—		—		—			4,626		—			—			258			4,884
Allocation of non-controlling interest in Operating Partnership		—		—		(231	)		—		—			—			231			—
Balance at March 31, 2024		40,941,881	$	410	$	1,801,918		$	116,927	$	(603,443	)	$	2,753		$	69,281		$	1,387,846

(1) As of both December 31, 2024 and 2023, the Company reclassified $0.6 million from Common Stock to Additional Paid-in-Capital due to the reduction in shares outstanding in connection with the Reverse Stock Split effective April 28, 2025.

A summary of dividends declared by our Board of Directors per share of common stock and per common unit (as adjusted to reflect the Reverse Stock Split and Reverse Unit Split) at the date of record is as follows:


Quarter	Declaration Date	Record Date	Payment Date	Dividend (1)
Q1 2025	April 9, 2025	May 5, 2025	May 17, 2025	$	0.45

(1) Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10% of the dividend paid per common unit. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit. 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.

ATM Programs

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 we may issue and sell shares of our 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”). 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 our common stock on a forward basis.

The following table sets forth certain information with respect to issuances under the 2021 ATM Program during the three months ended March 31, 2025 (amounts in thousands except share amounts):


	2021 ATM Program
For the three months ended	Number of Shares Issued (1)		Net Proceeds
March 31, 2025		1,514,266	$	40,858
Total		1,514,266	$	40,858

(1) Share amounts have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Shares issued by us, which were all issued in settlement of forward sale transactions. As of March 31, 2025, we had 117,507 unsettled shares of our outstanding forward sale transactions under the 2021 ATM Program. We accounted for the forward sale transactions as equity.

As of March 31, 2025, we had approximately $258.5 million of gross sales of our common stock available under the 2021 ATM Program and $15.4 million of gross sales of common stock available under the 2019 ATM Program.

On April 24, 2025, we settled 202,721 shares inclusive of the 117,507 unsettled shares (adjusted for the Reverse Stock Split) as of March 31, 2025 under our 2021 ATM Program and received $5.3 million of net proceeds. We accounted for the forward sale transactions as equity.

Share Repurchase Program

On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 1,815,597 shares of our common stock (adjusted for the Reverse Stock Split), or approximately 5% of our outstanding shares as of the original authorization date. We are not required to purchase shares under the share repurchase program, but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.

No repurchases of shares of our common stock were made under the share repurchase program during the three months ended March 31, 2025.

11. Earnings Per Share

Basic earnings or loss per share of common stock (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted average shares of common stock outstanding for the periods presented. Diluted EPS is computed after adjusting the basic EPS computation for the effect of dilutive common equivalent shares outstanding during the periods presented. Unvested restricted shares of common stock and unvested LTIP units are considered participating securities, which require the use of the two-class method for the computation of basic and diluted earnings per share.

The following table sets forth the computation of our basic and diluted earnings per share of common stock for the three months ended March 31, 2025 and 2024 and has been retroactively adjusted to reflect the Reverse Stock Split, see Note 1 Organization and Basis of Presentation (amounts in thousands, except per share amounts):


	For the three months ended March 31,
	2025			2024
Numerator
Net income	$	3,283		$	4,884
Less: Non-controlling interest in Operating Partnership		(156	)		(258	)
Net income available to Easterly Government Properties, Inc.		3,127			4,626
Less: Dividends on participating securities		(207	)		(148	)
Net income available to common stockholders	$	2,920		$	4,478
Denominator for basic EPS		43,224,145			40,797,257
Dilutive effect of share-based compensation awards		12,978			10,857
Dilutive effect of LTIP units (1)		129,373			85,890
Dilutive effect of shares issuable under forward sale agreements (2)		5,711			—
Denominator for diluted EPS		43,372,207			40,894,004
Basic EPS	$	0.07		$	0.11
Diluted EPS	$	0.07		$	0.11

(1)

During the three months ended March 31, 2025 and 2024, there were 163,805 and 196,599 unvested performance-based LTIP units, respectively, that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period.

(2)

During the three months ended March 31, 2025, all shares of underlying unsettled forward sale transactions were dilutive and included in the computation of diluted EPS. During the three months ended March 31, 2024, there were 235,859 shares of underlying unsettled forward sale transactions that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period.

12. Leases

Lessor

We lease commercial space to the U.S. Government through the GSA or other federal agencies or nongovernmental tenants. These leases may contain extension options that are predominately at the sole discretion of the tenant. Certain of our leases contain a “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. While certain 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 weighted average age of these properties based on the date the property was built or renovated-to-suit, where applicable (approximately 19.8 years as of March 31, 2025), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties. Certain lease agreements include variable lease payments that, in the future, will vary based on changes in inflationary measures, real estate tax rates, usage, or share of expenditures of the leased premises.

The table below sets forth our composition of lease revenue recognized between fixed and variable components (amounts in thousands):


	For the three months ended March 31,
	2025		2024
Fixed	$	70,773	$	65,436
Variable		4,773		5,310
Rental income		75,546		70,746

On March 12, 2025, the Company was awarded a 20-year non-cancelable lease for a 40,035 square foot Federal District and Federal Magistrate Courthouse in Medford, Oregon (“JUD - Medford”). Closing of the acquisition of the underlying property to be redeveloped is subject to customary closing conditions.

Lessee

We lease corporate office space under operating lease arrangements in Washington, D.C. and San Diego, CA. The leases include variable lease payments that, in the future, will vary based on changes in real estate tax rates, usage, or share of expenditures of the leased premises. We have elected not to separate lease and non-lease components for our corporate office leases.

As of March 31, 2025, the unamortized balances associated with our right-of-use operating lease asset and operating lease liability were both $2.1 million. We used our incremental borrowing rate, which was arrived at utilizing prevailing market rates and the spread on our revolving credit facility, in order to determine the net present value of the minimum lease payments.

The following table provides quantitative information for our commenced operating leases for the three months ended March 31, 2025 and 2024 (amounts in thousands):


	For the three months ended March 31,
	2025		2024
Cash flows from operating lease costs	$	197	$	191

In addition, the maturity of fixed lease payments under our commenced corporate office leases as of March 31, 2025 is summarized in the table below (amounts in thousands):


Corporate office leases	Payments due by period
2025 (1)		597
2026		661
2027		368
2028		385
2029		333
Thereafter		—
Total future minimum lease payments	$	2,344
Imputed interest		(208	)
Total	$	2,136

(1)

Represents the nine months ending December 31, 2025.

13. Revenue

The table below sets forth revenue from tenant construction projects and the associated project management income disaggregated by tenant agency for the three months ended March 31, 2025 and 2024 (amounts in thousands):


	For the three months ended March 31,
Tenant	2025		2024

U.S. Joint Staff Command (“JSC”)	$	314	$	164
Federal Bureau of Investigation (“FBI”)		207		61
U.S. Coast Guard (“USCG”)		207		—
Department of Veteran Affairs (“VA”)		146		588
Food and Drug Administration (“FDA”)		55		124
Department of Transportation (“DOT”)		51		3
Internal Revenue Service (“IRS”)		50		1
General Services Administration - Other		42		6
State of California (“CA”)		41		—
The Judiciary of the U.S. Government (“JUD”)		38		36
U.S. Citizenship and Immigration Services (“USCIS”)		28		—
Customs and Border Protection (“CBP”)		—		139
	$	1,179	$	1,122

As of March 31, 2025 and December 31, 2024, the balance in Accounts receivable related to tenant construction projects and the associated project management income was $7.1 million and $8.1 million, respectively.

The duration of the majority of tenant construction project reimbursement arrangements is 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 on-going as of March 31, 2025 with a duration of greater than one year.

During the three months ended March 31, 2025, we recognized $0.2 million in parking garage income. During the three months ended March 31, 2024, we recognized $0.1 million in parking garage income. The monthly and transient daily parking revenue falls within the scope of Revenue from Contracts with Customers (“ASC 606”) and is accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. As of both March 31, 2025 and December 31, 2024, the balance in Accounts receivable related to parking garage income was less than $0.1 million.

There were no contract assets or liabilities as of March 31, 2025 or December 31, 2024.

14. Concentrations Risk

Concentrations of credit risk arise for us when multiple of our tenants are engaged in similar business activities, are located in the same geographic region or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including obligations owed to us. 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 non-governmental tenants. At March 31, 2025, the U.S. Government accounted for approximately 93.4% of our total annualized lease income, state and local government tenants accounted for approximately 3.2% of our annualized lease income and non-governmental tenants accounted for the remaining approximately 3.4%.

Eighteen of our 100 wholly-owned and unconsolidated operating properties are located in California, accounting for approximately 14.1% of our total leased square feet and approximately 18.7% of our total annualized lease income as of March 31, 2025. To the extent that weak economic or real estate conditions or natural disasters affect California more severely than other areas of the country, our business, financial condition and results of operations could be significantly impacted.

15. Segment Information

During the three months ended March 31, 2025 and 2024, 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 chief operating decision makers (“CODMs”) include our Chief Executive Officer and Chief Financial Officer as they are responsible for allocating resources, assessing performance and determining appropriate operating segments.

The CODMs assess performance for the segment and decide 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 CODMs for performance assessment. The CODMs use 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 dividend payments. Net income is also used to monitor budgeted versus actual results. The CODMs also use net income in competitive analysis by benchmarking to our competitors. The competitive analysis, along with the monitoring of budgeted versus actual results, is used to assess the segment performance and to establish 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.

16. Related Parties

We have reimbursement arrangements with entities controlled by our Chief Executive Officer and Vice Chairman, which provide for reimbursement of costs paid on our behalf, or those we pay on their behalf. During both the three months ended March 31, 2025 and 2024, we were responsible for reimbursing costs of $0.1 million and received reimbursement for costs of less than $0.1 million.

We provide asset management services to properties owned by the JV. For the three months ended March 31, 2025, we recognized Asset management income of $0.6 million and reimbursement for certain costs that we paid on their behalf of $0.6 million. For the three months ended March 31, 2024, we recognized Asset management income of $0.6 million and reimbursement for certain costs that we paid on their behalf of $0.4 million.

As of March 31, 2025, receivables from related parties were $0.3 million which was included within prepaid expenses and other assets on our balance sheet. As of March 31, 2025, there were no Accounts payable, accrued expenses and other liabilities owed to related parties.

17. Subsequent Events

For our consolidated financial statements as of March 31, 2025, we evaluated subsequent events and noted the following significant events.

On April 3, 2025, we acquired a 289,873 square foot facility leased primarily to the District of Columbia Government with a lease through February 2038.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “project”, “result”, “seek”, “should”, “target”, “will”, and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•

the factors included under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and the factors included under the heading “Risk Factors” in our other public filings;

•

risks associated with our dependence on the U.S. Government and its agencies for substantially all of our revenues, including credit risk and risk that the U.S. Government reduces its spending on real estate or that it changes its preference away from leased properties;

•

risks associated with ownership and development of real estate;

•

the risk of decreased rental rates or increased vacancy rates;

•

the loss of key personnel;

•

general volatility of the capital and credit markets and the market price of our common stock;

•

the risk we may lose one or more major tenants;

•

difficulties in completing and successfully integrating acquisitions;

•

failure of acquisitions or development projects to occur at anticipated levels or yield anticipated results;

•

risks associated with actual or threatened terrorist attacks;

•

risks associated with our joint venture activities;

•

intense competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space;

•

insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;

•

uncertainties and risks related to adverse weather conditions, natural disasters and climate change;

•

exposure to liability relating to environmental and health and safety matters;

•

limited ability to dispose of assets because of the relative illiquidity of real estate investments and the nature of our assets;

•

exposure to litigation or other claims;

•

risks associated with breaches of our data security;

•

risks associated with our indebtedness, including failure to refinance current or future indebtedness on favorable terms, or at all, failure to meet the restrictive covenants and requirements in our existing and new debt agreements, fluctuations in interest rates and increased costs to refinance or issue new debt;

•

risks associated with derivatives or hedging activity;

•

risks associated with mortgage debt or unsecured financing or the unavailability thereof, which could make it difficult to finance or refinance properties and could subject us to foreclosure; and

•

adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and our financial condition and results of operations.

For a further discussion of these and other factors that could affect us and the statements contained herein, see the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as may be supplemented or amended from time to time.

Overview

References to “we,” “our,” “us” and “the 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 herein as the “Operating Partnership.” We present certain financial information and metrics “at Easterly Share,” which is calculated on an entity-by-entity basis. “At Easterly Share” information, which we also refer to as being “at share,” “pro rata,” “our pro rata share” or “our share” is not, and is not intended to be, a presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We are an internally managed real estate investment trust (“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 over 90% of our revenue by leasing our properties to such agencies, either directly or through the U.S. General Services Administration (“GSA”). Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation.

We focus primarily on acquiring, developing and managing U.S. Government-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 tenant agency to meet its needs and objectives. We continue to pursue 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 March 31, 2025, 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 (9.2 million pro rata), 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 March 31, 2025, 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 two properties under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

The Operating Partnership holds substantially all of our assets and conducts substantially all of our business. We are the sole general partner of the Operating Partnership and owned approximately 95.4% of the aggregate limited partnership interests in the Operating Partnership, which we refer to herein as common units, as of March 31, 2025. We have elected to be taxed as a REIT and believe that we have operated and have been organized in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015.

Reverse Stock Split

On April 28, 2025, we effected a 1-for-2.5 reverse stock split of our issued and outstanding common stock, which reverse stock split was previously approved by our Board of Directors (the “Reverse Stock Split”). As a result, every 2.5 shares of issued and outstanding common stock were consolidated into 1 share. The par value of the common stock remained unchanged at $0.01 per share. Concurrently with the Reverse Stock Split, the Operating Partnership completed a corresponding 1-for-2.5 reverse unit split of outstanding common units and LTIP units (the “Reverse Unit Split”). All share and per share amounts, including earnings per share, in these financial statements have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Accordingly, the Reverse Stock Split reduced the number of shares outstanding as of March 31, 2025 from 111,756,225 to 44,702,490. For additional information, see Note 9, Note 10 and Note 11 to the Consolidated Financial Statements.

2025 Activity

Recent Activity

Acquisitions

On April 3, 2025, we acquired a 289,873 square foot facility leased primarily to the District of Columbia Government with a lease through February 2038.

Operating Properties

As of March 31, 2025, our operating properties were 97% leased with a weighted average annualized lease income per leased square foot of $35.59 ($35.22 pro rata) and a weighted average age of approximately 15.9 years based on the date the property was built or renovated-to-suit, where applicable. We calculate annualized lease income as annualized contractual base rent for the last month in a specified period, plus the annualized straight line rent adjustments for the last month in such period and the annualized net expense reimbursements earned by us for the last month in such period.

The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at March 31, 2025, and it includes properties held by the JV:


Property Name	Location	Property Type (1)	Tenant Lease Expiration Year (2)		Leased Square Feet		Annualized Lease Income		Percentage of Total Annualized Lease Income			Annualized Lease Income per Leased Square Foot
Wholly Owned U.S. Government Leased Properties
VA - Loma Linda	Loma Linda, CA	OC		2036		327,614	$	16,791,389		4.9	%	$	51.25
USCIS - Kansas City (3)	Lee's Summit, MO	O	2025 - 2042			403,178		9,978,146		3.0	%		24.75
JSC - Suffolk	Suffolk, VA	SF		2028		403,737		8,503,831		2.6	%		21.06
Various GSA - Chicago	Des Plaines, IL	O		2026		188,768		7,802,418		2.3	%		41.33
IRS - Fresno	Fresno, CA	O		2033		180,481		6,966,712		2.0	%		38.41
FBI - Salt Lake	Salt Lake City, UT	SF		2032		169,542		6,837,182		2.0	%		40.33
Various GSA - Portland (4)	Portland, OR	O	2025-2039			199,565		6,702,979		1.9	%		33.59
Various GSA - Buffalo (5)	Buffalo, NY	O	2025-2039			273,678		6,479,707		1.9	%		23.68
VA - San Jose	San Jose, CA	OC		2038		90,085		5,815,725		1.7	%		64.56
EPA - Lenexa	Lenexa, KS	O		2027		169,585		5,796,626		1.7	%		34.18
FBI - Tampa	Tampa, FL	SF		2040		138,000		5,314,468		1.5	%		38.51
FBI - San Antonio	San Antonio, TX	SF		2025		148,584		5,232,733		1.5	%		35.22
FDA - Alameda	Alameda, CA	L		2039		69,624		4,956,917		1.4	%		71.20
PTO - Arlington	Arlington, VA	SF		2035		190,546		4,737,273		1.4	%		24.86
FBI / DEA - El Paso	El Paso, TX	SF		2028		203,683		4,727,462		1.4	%		23.21
FEMA - Tracy	Tracy, CA	W		2038		210,373		4,652,866		1.3	%		22.12
TREAS - Parkersburg	Parkersburg, WV	O		2041		182,500		4,410,370		1.3	%		24.17
FDA - Lenexa	Lenexa, KS	L		2040		59,690		4,333,388		1.3	%		72.60
FBI - Mobile	Mobile, AL	SF		2029		76,112		4,286,018		1.2	%		56.31
ICE - Dallas (6)	Irvine, TX	SF	2032 / 2040			135,200		4,213,496		1.2	%		31.16
FBI - Pittsburgh	Pittsburgh, PA	SF		2027		100,054		4,125,968		1.2	%		41.24
VA - South Bend	Mishakawa, IN	OC		2032		86,363		4,052,892		1.2	%		46.93
FBI - New Orleans	New Orleans, LA	SF		2029		137,679		3,960,089		1.1	%		28.76
FBI - Omaha	Omaha, NE	SF		2044		112,196		3,959,893		1.1	%		35.29
USCIS - Lincoln	Lincoln, NE	O		2025		137,671		3,904,639		1.1	%		28.36
VA - Mobile	Mobile, AL	OC		2033		79,212		3,745,362		1.1	%		47.28
FBI - Birmingham	Birmingham, AL	SF		2042		96,278		3,685,768		1.1	%		38.28
FBI - Knoxville	Knoxville, TN	SF		2025		99,130		3,629,035		1.0	%		36.61
FBI - Albany	Albany, NY	SF		2036		69,476		3,613,970		1.0	%		52.02
USFS II - Albuquerque	Albuquerque, NM	O		2026		98,720		3,553,436		1.0	%		36.00
EPA - Kansas City	Kansas City, KS	L		2043		55,833		3,523,427		1.0	%		63.11
ICE - Charleston	North Charleston, SC	SF		2027		65,124		3,392,940		1.0	%		52.10
FBI - Richmond	Richmond, VA	SF		2041		96,607		3,360,154		1.0	%		34.78


Property Name	Location	Property Type (1)	Tenant Lease Expiration Year (2)		Leased Square Feet		Annualized Lease Income		Percentage of Total Annualized Lease Income			Annualized Lease Income per Leased Square Foot
Wholly Owned U.S. Government Leased Properties (Cont.)
VA - Chico	Chico, CA	OC		2034		51,647		3,339,200		1.0	%		64.65
JUD - Del Rio	Del Rio, TX	C		2041		89,880		3,316,384		1.0	%		36.90
FBI - Little Rock	Little Rock, AR	SF		2041		102,377		3,237,405		0.9	%		31.62
DEA - Sterling	Sterling, VA	L		2038		57,692		3,237,068		0.9	%		56.11
DOT - Lakewood	Lakewood, CO	O		2039		116,046		3,170,215		0.9	%		27.32
DEA - Vista	Vista, CA	L		2035		52,293		3,147,779		0.9	%		60.20
USCIS - Tustin	Tustin, CA	O		2034		66,818		3,142,255		0.9	%		47.03
VA - Orange	Orange, CT	OC		2034		56,330		2,982,988		0.9	%		52.96
VA - Indianapolis	Brownsburg, IN	OC		2041		80,000		2,981,475		0.9	%		37.27
ICE - Albuquerque	Albuquerque, NM	SF		2027		71,100		2,857,704		0.8	%		40.19
SSA - Charleston	Charleston, WV	O		2029		110,000		2,823,784		0.8	%		25.67
JUD - El Centro	El Centro, CA	C		2034		43,345		2,815,302		0.8	%		64.95
DEA - Dallas Lab	Dallas, TX	L		2038		49,723		2,805,697		0.8	%		56.43
DEA - Pleasanton	Pleasanton, CA	L		2035		42,480		2,787,337		0.8	%		65.62
DEA - Upper Marlboro	Upper Marlboro, MD	L		2037		50,978		2,762,789		0.8	%		54.20
NARA - Broomfield	Broomfield, CO	W		2032		161,730		2,689,902		0.8	%		16.63
TREAS - Birmingham	Birmingham, AL	O		2029		83,676		2,602,748		0.8	%		31.11
DHS - Atlanta (7)	Atlanta, GA	SF	2031 - 2038			91,185		2,584,742		0.7	%		28.35
USAO - Louisville	Louisville, KY	SF		2031		60,000		2,549,993		0.7	%		42.50
JUD - Charleston	Charleston, SC	C		2040		52,339		2,536,155		0.7	%		48.46
JUD - Jackson	Jackson, TN	C		2043		75,043		2,403,192		0.7	%		32.02
IRS - Ogden	Ogden, UT	W		2029		100,000		2,373,651		0.7	%		23.74
DEA - Dallas	Dallas, TX	SF		2041		71,827		2,291,636		0.7	%		31.90
CBP - Savannah	Savannah, GA	L		2033		35,000		2,289,518		0.7	%		65.41
Various GSA - Cleveland (8)	Brooklyn Heights, OH	O	2028 - 2040			61,384		2,245,512		0.6	%		36.58
NWS - Kansas City	Kansas City, MO	SF		2033		94,378		2,163,306		0.6	%		22.92
DEA - Santa Ana	Santa Ana, CA	SF		2029		39,905		2,019,910		0.6	%		50.62
GSA - Clarksburg	Clarksburg, WV	O		2039		70,495		1,894,391		0.5	%		26.87
DEA - North Highlands	Sacramento, CA	SF		2033		37,975		1,885,075		0.5	%		49.64
NPS - Omaha	Omaha, NE	SF		2029		62,772		1,862,848		0.5	%		29.68
VA - Golden	Golden, CO	W		2026		56,753		1,783,515		0.5	%		31.43
JUD - Newport News	Newport News, VA	C		2033		35,005		1,684,773		0.5	%		48.13
ICE - Orlando	Orlando, FL	SF		2040		49,420		1,668,211		0.5	%		33.76
USCG - Martinsburg	Martinsburg, WV	SF		2027		59,547		1,629,291		0.5	%		27.36
JUD - Aberdeen	Aberdeen, MS	C		2025		46,979		1,577,104		0.5	%		33.57
VA - Charleston	North Charleston, SC	W		2040		97,718		1,511,163		0.4	%		15.46
USAO - Springfield	Springfield, IL	SF		2038		43,600		1,391,454		0.4	%		31.91
JUD - Council Bluffs	Council Bluffs, IA	C		2041		28,900		1,368,503		0.4	%		47.35
DEA - Riverside	Riverside, CA	SF		2032		34,354		1,329,318		0.4	%		38.69
DEA - Birmingham	Birmingham, AL	SF		2038		35,616		1,259,203		0.4	%		35.35
DEA - Albany	Albany, NY	SF		2042		31,976		1,170,441		0.3	%		36.60
HSI - Orlando	Orlando, FL	SF		2036		27,840		1,075,437		0.3	%		38.63
SSA - Dallas	Dallas, TX	SF		2035		27,200		1,066,876		0.3	%		39.22


Property Name	Location	Property Type (1)	Tenant Lease Expiration Year (2)		Leased Square Feet		Annualized Lease Income		Percentage of Total Annualized Lease Income			Annualized Lease Income per Leased Square Foot
Wholly Owned U.S. Government Leased Properties (Cont.)
JUD - South Bend	South Bend, IN	C		2027		30,119		815,249		0.2	%		27.07
ICE - Louisville	Louisville, KY	SF		2036		17,420		657,841		0.2	%		37.76
DEA - San Diego	San Diego, CA	W		2032		16,100		561,172		0.2	%		34.86
DEA - Bakersfield	Bakersfield, CA	SF		2038		9,800		493,373		0.1	%		50.34
SSA - San Diego	San Diego, CA	SF		2032		10,059		451,684		0.1	%		44.90
ICE - Otay	San Diego, CA	O		2027		7,434		261,222		0.1	%		35.14
Subtotal						7,859,146	$	278,603,070		80.6	%	$	35.45

Wholly Owned State and Local Government Property
Wake County III - Cary (9)	Cary, NC	O	2027 / 2034			113,722		3,495,017		1.0	%		30.73
CA - Anaheim	Anaheim, CA	O	2033 / 2034			95,273		3,364,379		1.0	%		35.31
Wake County II - Cary	Cary, NC	O		2034		98,340		2,840,676		0.8	%		28.89
Wake County I - Cary	Cary, NC	O		2034		75,401		2,222,073		0.6	%		29.47
Subtotal						382,736		11,922,145		3.4	%	$	31.15

Wholly Owned Privately Leased Property
Northrop Grumman - Dayton	Beavercreek, OH	SF		2029		99,246		2,578,837		0.7	%		25.98
Northrop Grumman - Aurora	Aurora, CO	SF		2032		104,136		2,368,386		0.7	%		22.74
501 East Hunter Street - Lummus Corporation	Lubbock, TX	W		2028		70,078		412,025		0.1	%		5.88
Subtotal						273,460	$	5,359,248		1.5	%	$	19.60

Wholly Owned Properties Total / Weighted Average						8,515,342	$	295,884,463		85.5	%	$	34.75

Unconsolidated Real Estate Venture U.S. Government Leased Properties
VA - Phoenix (10)	Phoenix, AZ	OC		2042		257,294		10,798,608		3.1	%		41.97
VA - San Antonio (10)	San Antonio, TX	OC		2041		226,148		9,303,942		2.7	%		41.14
VA - Jacksonville (10)	Jacksonville, FL	OC		2043		193,100		7,342,700		2.1	%		38.03
VA - Chattanooga (10)	Chattanooga, TN	OC		2035		94,566		4,384,496		1.3	%		46.36
VA - Lubbock (10) (11)	Lubbock, TX	OC		2040		120,916		4,259,993		1.2	%		35.23
VA - Marietta (10)	Marietta, GA	OC		2041		76,882		3,880,314		1.1	%		50.47
VA - Birmingham (10)	Irondale, AL	OC		2041		77,128		3,192,361		0.9	%		41.39
VA - Corpus Christi (10)	Corpus Christi, TX	OC		2042		69,276		2,947,358		0.9	%		42.55
VA - Columbus (10)	Columbus, GA	OC		2042		67,793		2,925,752		0.8	%		43.16
VA - Lenexa (10)	Lenexa, KS	OC		2041		31,062		1,349,757		0.4	%		43.45
Subtotal						1,214,165	$	50,385,281		14.5	%	$	41.50

Total / Weighted Average						9,729,507	$	346,269,744		100.0	%	$	35.59

Total / Weighted Average at Easterly's Share						9,158,848	$	322,588,661				$	35.22

(1)

OC=Outpatient Clinic; SF=Specialized Facility; O=Office; C=Courthouse; L=Laboratory; W=Warehouse.

(2)

The year of lease expiration does not include renewal options.

(3)

Private tenants occupy 86,860 leased square feet.

(4)

Private tenants occupy 36,610 leased square feet.

(5)

A state government tenant occupies 14,274 leased square feet.

(6)

Private tenants occupy 48,523 leased square feet.

(7)

A private tenant occupies 17,373 leased square feet.

(8)

A private tenant occupies 11,402 leased square feet.

(9)

A private tenant occupies 37,858 leased square feet.

(10)

We own 53.0% of the property through an unconsolidated joint venture.

(11)

Asset is subject to a ground lease where the unconsolidated joint venture is the lessee.

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. We believe that, from the U.S. Government’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 weighted average age of these properties based on the date the property was built or renovated-to-suit, where applicable (approximately 19.8 years as of March 31, 2025), 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 (including for wholly owned properties and properties held by the JV) as of March 31, 2025:


Year of Lease Expiration (1)	Number of Leases Expiring		Leased Square Footage Expiring		Percentage of Portfolio Leased Square Footage Expiring			Annualized Lease Income Expiring		Percentage of Total Annualized Lease Income Expiring			Annualized Lease Income per Leased Square Foot Expiring
2025		9		521,327		5.4	%	$	17,042,939		4.9	%	$	32.69
2026		6		394,832		4.1	%		14,622,123		4.2	%		37.03
2027		10		544,368		5.6	%		20,143,128		5.8	%		37.00
2028		11		802,397		8.2	%		17,621,498		5.1	%		21.96
2029		9		731,036		7.5	%		23,196,819		6.7	%		31.73
2030		4		67,202		0.7	%		1,580,205		0.5	%		23.51
2031		3		117,875		1.2	%		4,559,806		1.3	%		38.68
2032		10		689,814		7.1	%		20,999,291		6.1	%		30.44
2033		10		566,197		5.8	%		22,039,285		6.4	%		38.93
2034		10		507,793		5.2	%		21,118,022		6.1	%		41.59
Thereafter		53		4,786,666		49.2	%		183,346,628		52.9	%		38.30
Total / Weighted Average		135		9,729,507		100.0	%	$	346,269,744		100.0	%	$	35.59

(1)

The year of lease expiration is pursuant to current contract terms. Some tenants have the right to vacate their space during a specified period, or “soft term,” before the stated terms of their leases expire. As of March 31, 2025, seven tenants occupying approximately 5.4% of our leased square feet and contributing approximately 4.9% of our annualized lease income are currently operating under lease provisions that allow them to exercise their right to terminate their lease before the stated term of their respective lease expires.

Information about our development properties as of March 31, 2025 is set forth in the table below:

     Property Name

     Location

     Tenant

     Property
Type

     Lease Term

     Estimated Leased 
Square
Feet

FDA - Atlanta

Atlanta, GA

 Food and Drug Administration

L (1)

20-year

162,000

JUD - Flagstaff

Flagstaff, AZ

 Judiciary of the U.S. Government

C (2)

20-year

50,777

Total

212,777

(1)

L=Laboratory

(2)

C=Courthouse

Results of Operations

Comparison of Results of Operations for the three months ended March 31, 2025 and 2024

The financial information presented below summarizes our results of operations for the three months ended March 31, 2025 and 2024 (amounts in thousands).


	For the three months ended March 31,
	2025			2024			Change
Revenues
Rental income	$	75,546		$	70,746		$	4,800
Tenant reimbursements		1,026			1,017			9
Asset management income		622			550			72
Other income		1,481			487			994
Total revenues		78,675			72,800			5,875
Expenses
Property operating		17,799			16,592			1,207
Real estate taxes		7,957			8,229			(272	)
Depreciation and amortization		26,797			23,800			2,997
Acquisition costs		307			419			(112	)
Corporate general and administrative		6,215			6,455			(240	)
Recovery of credit losses		(238	)		—			(238	)
Total expenses		58,837			55,495			3,342
Other income (expense)
Income from unconsolidated real estate venture		1,822			1,415			407
Interest expense, net		(18,377	)		(13,836	)		(4,541	)
Net income	$	3,283		$	4,884		$	(1,601	)

Revenues

Total revenues increased $5.9 million to $78.7 million for the three months ended March 31, 2025 compared to $72.8 million for the three months ended March 31, 2024.

The $4.8 million increase in Rental income is primarily attributable to the nine operating properties acquired since March 31, 2024.

The less than $0.1 million increase in tenant reimbursements is primarily attributable to an increase in tenant project reimbursement.

The $0.1 million increase in Asset management income is primarily attributable to the fee earned by us for asset management of the JV from the one property acquired since March 31, 2024.

The $1.0 million increase in Other income is primarily attributable to an increase in interest income.

Expenses

Total expenses increased $3.3 million to $58.8 million for the three months ended March 31, 2025 compared to $55.5 million for the three months ended March 31, 2024.

The $1.2 million increase in Property operating expenses is primarily attributable to the nine operating properties acquired since March 31, 2024.

The $0.3 million decrease in Real estate taxes is primarily attributable to a decrease in real estate taxes for various properties within our portfolio offset by the nine operating properties acquired since March 31, 2024.

The $3.0 million increase in Depreciation and amortization is primarily attributable to the nine operating properties acquired since March 31, 2024.

The $0.2 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.

The $0.2 million decrease in Recovery of credit losses is primarily due to a downward adjustment to our credit loss allowance for a change in market conditions.

Income from unconsolidated real estate venture

The $0.4 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since March 31, 2024.

Interest expense, net

The $4.5 million increase in Interest expense, net is primarily attributable to the fixed rate senior unsecured notes entered into since March 31, 2024.

Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant improvements, development activities at FDA – Atlanta and JUD – Flagstaff, planned and possible acquisitions of properties, stockholder distributions to maintain our qualification as a REIT, potential repurchases of common stock under our share repurchase program and other capital obligations associated with conducting our business. At March 31, 2025, we had approximately $8.5 million available in cash and cash equivalents, $9.0 million of restricted cash and there was approximately $244.8 million available under our 2024 revolving credit facility.

Our primary expected sources of capital are as follows:

•

existing cash balances;

•

operating cash flow;

•

distribution of cash flows from the JV;

•

available borrowings under our 2024 revolving credit facility;

•

issuance of long-term debt;

•

issuance of equity, including under our 2021 ATM Program (as described below); and

•

asset sales.

Our short-term liquidity requirements consist primarily of funds to pay for the following:

•

development and redevelopment activities, including major redevelopment, renovation or expansion programs at FDA - Atlanta and JUD - Flagstaff and other individual properties;

•

property acquisitions under contract;

•

tenant improvements, allowances and leasing costs;

•

recurring maintenance and capital expenditures;

•

debt repayment requirements;

•

commitments to fund advancements through loan receivables;

•

corporate and administrative costs;

•

interest payments on our outstanding indebtedness;

•

interest swap payments;

•

distribution payments; and

•

potential repurchases of common stock under our share repurchase program.

Our long-term liquidity needs, in addition to recurring short-term liquidity needs as discussed above, consist primarily of funds necessary to pay for acquisitions, non-recurring capital expenditures, and scheduled debt maturities. Although we may be able to anticipate and plan for certain of our liquidity needs, unexpected increases in uses of cash that are beyond our control and which affect our financial condition and results of operations may arise, or our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or required. As of the date of this filing, there were no known commitments or events that would have a material impact on our liquidity.

Equity

ATM Programs

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 we may issue and sell shares of our 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. 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 our common stock on a forward basis.

The following table sets forth certain information with respect to issuances under the 2021 ATM Program during the three months ended March 31, 2025 (amounts in thousands, except share amounts):


	2021 ATM Program
For the three months ended	Number of Shares Issued (1)		Net Proceeds
March 31, 2025		1,514,266	$	40,858
Total		1,514,266	$	40,858

Share Repurchase Program

On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 1,815,597 shares of our common stock (adjusted for the Reverse Stock Split), or approximately 5% of our outstanding shares as of the original authorization date. We are not required to purchase shares under the share repurchase program but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.

No repurchases of shares of our common stock were made under the share repurchase program during the three months ended March 31, 2025.

Debt

Indebtedness Outstanding

The following table sets forth certain information with respect to our outstanding indebtedness as of March 31, 2025 (amounts in thousands):


	Principal Outstanding			Interest	Current
Loan	March 31, 2025			Rate (1)	Maturity
Revolving credit facility:
2024 revolving credit facility (2)	$	155,050		SOFR + 145 bps (3)	June 2028 (4)
Total revolving credit facility		155,050

Term loan facilities:
2016 term loan facility		100,000		5.31% (5)	January 2028
2018 term loan facility		174,500		5.11% (6)	July 2026
Total term loan facilities		274,500
Less: Total unamortized deferred financing fees		(1,113	)
Total term loan facilities, net		273,387

Notes payable:
2017 series A senior notes		95,000		4.05%	May 2027
2017 series B senior notes		50,000		4.15%	May 2029
2017 series C senior notes		30,000		4.30%	May 2032
2019 series A senior notes		85,000		3.73%	September 2029
2019 series B senior notes		100,000		3.83%	September 2031
2019 series C senior notes		90,000		3.98%	September 2034
2021 series A senior notes		50,000		2.62%	October 2028
2021 series B senior notes		200,000		2.89%	October 2030
2024 series A senior notes		150,000		6.56%	May 2033
2024 series B senior notes		50,000		6.56%	August 2033
2025 series A senior notes		25,000		6.13%	March 2030
2025 series B senior notes		100,000		6.33% (7)	March 2032
Total notes payable		1,025,000
Less: Total unamortized deferred financing fees		(6,813	)
Total notes payable, net		1,018,187

Mortgage notes payable:
USFS II – Albuquerque		9,105		4.46%	July 2026
ICE – Charleston		10,105		4.21%	January 2027
VA – Loma Linda		127,500		3.59%	July 2027
CBP – Savannah		8,462		3.40%	July 2033
Total mortgage notes payable		155,172
Less: Total unamortized deferred financing fees		(524	)
Less: Total unamortized premium/discount		(140	)
Total mortgage notes payable, net		154,508

Total debt	$	1,601,132

(1)

(2)

Our $400.0 million senior unsecured revolving credit facility (the “2024 revolving credit facility”) had available capacity of $244.8 million at March 31, 2025, in addition to 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 March 24, 2025 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 at 5.17% 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 March 31, 2025, $129.6 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. As of March 31, 2025, excludes $4.6 million of net deferred financing costs that were included in "Prepaid expenses and other assets" in our balance sheet and are amortized through the current maturity.

(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.

(5)

Our 2016 term loan facility (as amended, our “2016 term loan facility”) is subject to three interest rate swap with an effective date of December 23, 2024 and a 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)

(7)

2016 Term Loan Facility

2025 Senior Note Agreement

On March 20, 2025, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $125 million of fixed rate, senior unsecured notes (“Senior Notes”) consisting of (i) 6.13% 2025 Series A Senior Notes due March 20, 2030 (“2025 series A senior notes”), in an aggregate principal amount of $25.0 million, and (ii) 6.33% 2025 Series B Senior Notes due March 20, 2032 (“2025 series B senior notes”), in an aggregate principal amount of $100.0 million. The Senior Notes were issued on March 20, 2025. We, together with various subsidiaries of the Operating Partnership, have guaranteed the series A senior notes and the series B senior notes.

Our 2024 revolving credit facility, term loan facilities, notes payable, and mortgage notes payable are subject to ongoing compliance with a number of financial and other covenants. As of March 31, 2025, we were in compliance with all applicable financial covenants.

The chart below details our debt capital structure as of March 31, 2025 (dollar amounts in thousands):


Debt Capital Structure	March 31, 2025
Total principal outstanding	$	1,609,722
Weighted average maturity	4.8 years
Weighted average interest rate		4.6	%
% Variable debt		8.0	%
% Fixed debt (1)		92.0	%
% Secured debt		9.7	%

(1)

Our 2016 term loan facility, 2018 term loan facility and $25.5 million of our 2024 revolving credit facility are swapped to be fixed and as such are included as fixed rate debt in the table above.

Material Cash Commitments

As of March 31, 2025, we have a commitment through a loan receivable of $52.1 million of which the outstanding balance of the loan receivable was $43.2 million .

On April 1, 2025, the Borrower of the Real estate loan receivable paid off approximately $15.0 million of the outstanding balance of the loan reducing our total commitment. As of the date of this filing the net funded amount of the outstanding loan receivable was $29.8 million and our remaining obligation to fund was $7.3 million. We expect to fund the remaining commitment through the anticipated maturity of the loan on August 31, 2027, dependent on the borrower's election to use the commitments. For a more complete description of the real estate loan receivable, see Note 5 to the Consolidated Financial Statements.

Other than as described above, during the three months ended March 31, 2025, there were no material changes to the cash commitment information presented in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

Unconsolidated Real Estate Venture

We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.

As of March 31, 2025, we had invested $314.5 million in the JV. As of March 31, 2025, we had committed capital, net of return of over committed capital, to the JV totaling $332.9 million and had a remaining commitment of $8.5 million available. None of the properties owned by the JV are encumbered by mortgage indebtedness.

For a more complete description of the JV, see Note 4 to the Consolidated Financial Statements.

Dividend Policy

In order to qualify as a REIT, we are required to distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We anticipate distributing all of our taxable income. We expect to make quarterly distributions to our stockholders in a manner intended to satisfy this requirement. Prior to making any distributions for U.S. federal tax purposes or otherwise, we must first satisfy our operating and debt service obligations. It is possible that it would be necessary to utilize cash reserves, liquidate assets at unfavorable prices or incur additional indebtedness in order to make required distributions. It is also possible that our Board of Directors could decide to make required distributions in part by using shares of our common stock.

A summary of dividends declared by the Board of Directors per share of common stock and per common unit (as adjusted to reflect the Reverse Stock Split and Reverse Unit Split) at the date of record is as follows:


Quarter	Declaration Date	Record Date	Payment Date	Dividend (1)
Q1 2025	April 9, 2025	May 5, 2025	May 17, 2025	$	0.45

(1)

Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10% of the dividend paid per common unit. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit. 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.

Inflation

Substantially all of our leases provide for operating expense escalations. We believe inflationary increases in expenses may be at least partially offset by the operating expenses that are passed through to our tenants and by contractual rent increases. We do not believe inflation has had a material impact on our historical financial position or results of operations.

Cash Flows

The following table sets forth a summary of cash flows for the three months ended March 31, 2025 and 2024 (amounts in thousands):


	For the three months ended March 31,
	2025			2024
Net cash provided by (used in):
Operating activities	$	24,187		$	23,891
Investing activities		(45,239	)		(24,903	)
Financing activities		10,737			35,175

Operating Activities

We generated $24.2 million and $23.9 million of cash from operating activities during the three months ended March 31, 2025 and 2024, respectively. Net cash provided by operating activities for the three months ended March 31, 2025 includes $28.5 million in net cash from rental activities net of expenses and $3.8 million related to distributions from investment in unconsolidated real estate venture, offset by $8.1 million related to the change in tenant accounts receivable, prepaid expenses and other assets, real estate loan interest receivable, deferred revenue associated with operating leases, principal payments on operating lease obligations, and accounts payable, accrued expenses and other liabilities. Net cash provided by operating activities for the three months ended March 31, 2024 includes $26.0 million in net cash from rental activities net of expenses, $3.1 million related to distributions from investment in unconsolidated real estate venture, offset by $5.2 million related to the change in tenant accounts receivable, prepaid expenses and other assets, deferred revenue associated with operating leases, principal payments on operating lease obligations, and accounts payable, accrued expenses and other liabilities.

Investing Activities

We used $45.2 million and $24.9 million in cash for investing activities during the three months ended March 31, 2025 and 2024, respectively. Net cash used in investing activities for the three months ended March 31, 2025 includes $20.8 million in additions to development properties, $8.6 million in additions to operating properties, $8.5 million in investment in real estate loan receivable, net and $7.3 million in real estate acquisitions and deposits. Net cash used in investing activities for the three months ended March 31, 2024 includes $12.9 million in additions to development properties, $7.9 million in additions to operating properties, $3.4 million in investment in real estate loan receivable, net and $0.6 million in real estate acquisitions and deposits.

Financing Activities

We generated $10.7 million and $35.2 million in cash from financing activities during the three months ended March 31, 2025 and 2024, respectively. Net cash generated in financing activities for the three months ended March 31, 2025 includes $125.0 million in note payable issuances and $41.3 million in gross proceeds from issuance of shares of our common stock, offset by $119.5 million in net paydowns under our 2024 revolving credit facility, $30.2 million in dividend payments, $2.3 million in deferred financing costs, $1.9 million in treasury lock settlement, $1.1 million in mortgage notes payable repayment and $0.4 million in the payment of offering costs. Net cash generated by financing activities for the three months ended March 31, 2024 includes $65.5 million in net draws under our revolving credit facility, offset by $28.7 million in dividend payments, $1.1 million in mortgage notes payable repayment, $0.4 million in deferred financing costs and $0.2 million in the payment of offering costs.

Non-GAAP Financial Measures

We use and present Funds From Operations (“FFO”) and Core FFO as supplemental measures of our performance. The summary below describes our use of FFO and Core FFO and provides information regarding why we believe these measures are meaningful supplemental measures of our performance and reconciles these measures from net income, presented in accordance with GAAP.

Funds From Operations and Core Funds From Operations

FFO is a supplemental measure of our performance. We present FFO calculated in accordance with the current National Association of Real Estate Investment Trusts (“Nareit”) definition set forth in the Nareit FFO White Paper – Restatement 2018. FFO includes the REIT’s share of FFO generated by unconsolidated affiliates. In addition, we present Core FFO for certain other adjustments that we believe enhance the comparability of our FFO across periods and to the FFO reported by other publicly traded REITs. FFO is a supplemental performance measure that is commonly used in the real estate industry to assist investors and analysts in comparing results of REITs.

FFO is defined by Nareit as net income (calculated in accordance with GAAP), excluding:

•

Depreciation and amortization related to real estate.

•

Gains and losses from the sale of certain real estate assets.

•

Gains and losses from change in control.

•

Impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

We present FFO because we consider it an important supplemental measure of our operating performance, and we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results.

We adjust FFO to present Core FFO as an alternative measure of our operating performance, which, when applicable, excludes items which we believe are not representative of ongoing operating results, such as liability management related costs (including losses on extinguishment of debt and modification costs), catastrophic event charges, depreciation of non-real estate assets, recovery of credit losses and the unconsolidated real estate venture's allocated share of these adjustments. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results. We believe Core FFO more accurately reflects the ongoing operational and financial performance of our core business.

FFO and Core FFO are presented as supplemental financial measures and do not fully represent our operating performance. Other REITs may use different methodologies for calculating FFO and Core FFO or use other definitions of FFO and Core FFO and, accordingly, our presentation of these measures may not be comparable to other REITs. Neither FFO nor Core FFO is intended to be a measure of cash flow or liquidity. Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations and cash flows.

The following table sets forth a reconciliation of our net income to FFO and Core FFO for the three months ended March 31, 2025 and 2024 (amounts in thousands):


	For the three months ended March 31,
	2025			2024
Net income	$	3,283		$	4,884
Depreciation of real estate assets		26,546			23,549
Unconsolidated real estate venture allocated share of above adjustments		2,279			2,002
FFO		32,108			30,435
Adjustments to FFO:
Loss on extinguishment of debt and modification costs		900			—
Recovery of credit losses		(238	)		—
Natural disaster event expense, net of recovery		23			53
Depreciation of non-real estate assets		251			251
Unconsolidated real estate venture allocated share of above adjustments		17			17
Core FFO		33,061			30,756

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base these estimates, judgments, and assumptions on historical

experience, current trends, and various other factors that we believe to be reasonable under the circumstances. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements.

Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our significant accounting policies, which utilize relevant critical accounting estimates. During the three months ended March 31, 2025, there were no material changes to the discussion of our significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. We manage and may continue to manage our market risk on variable rate debt by entering into swap arrangements to, in effect, fix the rate on all or a portion of the debt for varying periods up to maturity. This in turn, reduces the risks of variability of cash flows created by variable rate debt and mitigates the risk of increases in interest rates. Our objective when undertaking such arrangements is to reduce our floating rate exposure and we do not intend to enter into hedging arrangements for speculative purposes. For more information on our interest rate swaps, see Note 7 to the Consolidated Financial Statements.

As of March 31, 2025, $1.5 billion, or 92.0% of our debt, excluding unamortized premiums and discounts, had fixed interest rates and $129.6 million, or 8.0%, had variable interest rates based on SOFR. If market interest rates on our variable rate debt fluctuate by 25 basis points, our interest expense would increase or decrease, depending on rate movement, by $0.3 million annually.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We 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 Rule 13a -15(e) and Rule 15d-15 of the Exchange Act, as of March 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2025, 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

Item 1. Legal Proceedings

We are not currently involved in any material litigation nor, to our knowledge, is any material litigation currently threatened against us.

Item 1A. Risk Factors

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2025, 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).

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q:


Exhibit		Exhibit Description

3.1		Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to Amendment No. 2 to the Company's Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

3.2		Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on April 28, 2025 and incorporated herein by reference)

3.3		Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.2 to the Company's Current Report on Form 8-K on April 28, 2025 and incorporated herein by reference)

3.4		Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.2 to Amendment No. 2 to the Company's Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

3.5		First Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on February 27, 2019 and incorporated herein by reference)

3.6		Second Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on May 20, 2021 and incorporated herein by reference)

4.1		Specimen Certificate of Common Stock of Easterly Government Properties, Inc. (previously filed as Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

10.1		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)

10.2*		Easterly Government Properties, Inc. 2024 Equity Incentive Plan

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

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

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

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

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 thereunto duly authorized.


	Easterly Government Properties, Inc.

Date: April 29, 2025		/s/ Darrell W. Crate
		Darrell W. Crate
		President and Chief Executive Officer (Principal Executive Officer)

Date: April 29, 2025		/s/ Allison E. Marino
		Allison E. Marino
		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)