COPT DEFENSE PROPERTIES 8-K

What Happened

• COPT Defense Properties (CDP) and COPT Defense Properties, L.P. (CDPLP) filed an 8‑K disclosing Letter Agreements dated January 30, 2026 with Stephen E. Budorick (President & CEO), Britt A. Snider (EVP & COO) and Anthony Mifsud (EVP & CFO). The letters update each executive’s participation in the company’s Second Amended & Restated Executive Change in Control and Severance Plan and establish five‑year participation periods beginning January 30, 2026.

Key Details

• Executives covered: Stephen E. Budorick; Britt A. Snider; Anthony M. Mifsud. Prior letter agreements (from 2021 and 2023) are superseded.
• Severance multiples: Budorick — 2.00x base salary + average cash bonuses (2.99x if terminated within 6 months before or 24 months after a change in control). Snider and Mifsud — 1.00x (2.99x in the same change‑in‑control window).
• Other benefits on qualifying termination: pro‑rated year‑of termination bonus, full vesting of time‑based equity awards, 18‑month option exercise window, and continuation of group medical/dental/vision (Budorick: 2 years; Snider & Mifsud: 1 year).
• Conditions: executives must sign a general release to receive benefits, comply with non‑compete/non‑solicit (12 months post‑employment), confidentiality and non‑disparagement covenants; plan includes a provision to reduce payments to avoid golden parachute excise tax where that produces a greater after‑tax benefit.

Why It Matters

• These agreements lock in defined severance and post‑termination protections for CDP’s top executives, clarifying potential cash and equity payouts in the event of certain terminations or a change in control. For investors, the agreements provide transparency on executive risk protection and potential post‑transaction compensation exposure (noted by the higher 2.99x multiple in the change‑in‑control window). The full plan and letters are filed as exhibits to the 8‑K for more detail.