Easterly Government Properties, Inc. filed a Current Report on Form 8-K on August 5, 2026, disclosing the filing of a prospectus supplement to its existing "at the market" equity offering program and the execution of amended and restated equity distribution agreements dated August 4, 2026.

Key Highlights

  • Program capacity: The 2021 ATM Program allows aggregate offering price of up to $300,000,000 in Common Stock (par value $0.01 per share).
  • Amount already sold: Shares having an aggregate offering price of $85,017,692 have been offered and sold under the 2021 ATM Program as of the date of the ATM Prospectus Supplement.
  • Remaining availability: Shares with an aggregate offering price of up to $214,982,308 remain available for offer and sale under the program.
  • New prospectus supplement: The ATM Prospectus Supplement supersedes the prospectus supplement dated February 28, 2024 and permits contingent forward transactions.
  • Sales Agents named: Nine firms are party to the amended and restated equity distribution agreements, including Citigroup Global Markets Inc., BMO Capital Markets Corp., Jefferies LLC, and Wells Fargo Securities, LLC, among others.
  • Commission cap: Each Sales Agent will receive a commission not exceeding 2.0% of the gross sales price of all shares sold through it as Sales Agent; forward seller commissions also will not exceed 2.0% of the applicable initial forward price.
  • Exchange listing: Common Stock trades on The New York Stock Exchange under the symbol DEA.

Easterly Government Properties Refreshes ATM Program with Forward Transaction Provisions

According to the filing, Easterly Government Properties, Inc. (NYSE: DEA) filed a prospectus supplement on August 4, 2026, to the shelf registration statement on Form S-3 (File No. 333-277434) relating to its 2021 ATM Program. The new ATM Prospectus Supplement supersedes the prior prospectus supplement dated February 28, 2024 and, the company disclosed, "among other things, permits the Company to enter into contingent forward transactions." The company is incorporated in Maryland and headquartered at 2001 K Street NW, Suite 775 North, Washington, D.C. 20006.

The company reported entering into amended and restated equity distribution agreements dated August 4, 2026, with nine Sales Agents: Citigroup Global Markets Inc., BMO Capital Markets Corp., BTIG, LLC, Compass Point Research and Trading, LLC, Jefferies LLC, Raymond James and Associates, Inc., RBC Capital Markets, LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC. According to the filing, sales may be made in negotiated transactions, including block trades, or in transactions deemed "at the market" offerings under Rule 415, including sales directly on the New York Stock Exchange.

The filing describes two types of forward sale transactions available under the updated program. In a contingent forward transaction, the company's obligation to sell shares is contingent on the applicable Contingent Forward Purchaser's exercise of the contingency, and the company disclosed it "may receive a contingency premium from the applicable Contingent Forward Purchaser upon entry into such contingent forward transaction, which the Company will be entitled to retain regardless of whether such contingency is exercised." In a non-contingent forward transaction, no such contingency applies. Forward Purchasers named in the filing include Citibank, N.A., Bank of Montreal, Jefferies LLC, Nomura Global Financial Products, Inc., Raymond James and Associates, Inc., Royal Bank of Canada, Truist Bank, and Wells Fargo Bank, National Association. The company's counsel, Goodwin Procter LLP, provided a legal opinion filed as Exhibit 5.1.

What Was Disclosed

Easterly Government Properties disclosed a refreshed prospectus supplement for its $300,000,000 ATM equity program, with $214,982,308 remaining available, new equity distribution agreements with nine Sales Agents, and expanded provisions allowing contingent and non-contingent forward sale transactions.