UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 232, 2025

COPT DEFENSE PROPERTIES

(Exact name of registrant as specified in its charter)

Maryland	1-14023	23-2947217
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

6711 Columbia Gateway Drive, Suite 300, Columbia, MD	21046
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (443) 285-5400

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par value		CDP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

On October ~~September 23~~2, 2025, COPT Defense Properties, L.P. (“CDPLP”), the operating partnership of COPT Defense Properties (“CDP”), ~~entered~~consummated ~~into~~the anoffering ~~underwriting~~of ~~agreement~~$400.0 ~~(the~~million ~~“Underwriting~~aggregate ~~Agreement”)~~principal byamount ~~and~~of ~~among~~its ~~CDPLP,~~4.500% ~~CDP~~Senior ~~and~~Notes ~~Wells~~due ~~Fargo~~2030 ~~Securities,~~(the ~~LLC,~~“Notes”). ~~PNC Capital~~The ~~Markets~~Notes ~~LLC~~are fully and TDunconditionally ~~Securities~~guaranteed ~~(USA)~~by ~~LLC,~~CDP ~~acting~~(the on“Guarantee”). ~~behalf~~The offering of ~~themselves~~the Notes and ~~as representatives of~~ the ~~several~~Guarantee ~~underwriters~~were ~~listed~~registered onunder ~~Schedule~~the ISecurities ~~thereto,~~Act ~~in connection with CDPLP’s issuance and sale~~ of ~~$400~~1933,~~000,000~~ ~~aggregate~~as ~~principal~~amended ~~amount of 4.500% Senior Notes due 2030~~ (the “~~Notes~~Securities Act”)., ~~The Notes were offered~~ pursuant to anthe ~~effective shelf~~ registration statement on Form S-33ASR on(File ~~file~~Nos. 333-286440 and 333-286440-01) filed by CDP and CDPLP with the Securities and Exchange Commission on April 8, 2025 (the “Registration Statement”), including a base prospectus, dated April 8, 2025, and a prospectus supplement, dated September 23, 2025, filed with the Securities and Exchange Commission on September 25, 2025.

The ~~Notes~~terms ~~will~~of bethe ~~fully~~Notes and ~~unconditionally~~the ~~guaranteed~~Guarantee are governed by the: (1) senior indenture, dated as of April 8, 2019, by and among CDPLP, as issuer, CDP, as guarantor, and U.S. ~~Subject~~Bank Trust Company, National Association (as successor in interest to ~~customary~~U.S. ~~closing~~Bank ~~conditions~~National Association), as trustee (the ~~offering~~“Base isIndenture”), ~~expected~~as tosupplemented ~~close~~and onamended orby a fifth supplemental indenture thereto, dated as of October 2, ~~about~~2025 (the “Fifth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”); and (2) Guarantee dated as of October 2, 2025.

~~The~~A ~~Underwriting~~copy ~~Agreement~~of ~~contains~~the ~~various~~Base ~~representations,~~Indenture ~~warranties~~was ~~and~~previously ~~agreements~~filed byas ~~CDPLP,~~Exhibit 4.1 ~~conditions~~ to ~~closing,~~the ~~indemnification~~Registration ~~rights~~Statement and ~~obligations of~~is ~~the~~incorporated ~~parties.~~by reference herein. The ~~description~~ Form of the ~~Underwriting~~Notes ~~Agreement~~and ~~set forth above is qualified in its entirety by reference to~~ the ~~Underwriting Agreement,~~Fifth ~~which~~Supplemental isIndenture are filed as ~~Exhibit 1~~Exhibits 4.1 toand ~~this~~4.2 ~~Current~~hereto, ~~Report~~respectively, ~~on Form 8-K~~ and are incorporated herein by reference ~~herein~~.

A copy of the press release issued by the Company regarding the pricing of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit Number		Exhibit Title
1.1		Underwriting Agreement, dated as of September 23, 2025, by and among COPT Defense Properties, COPT Defense Properties, L.P., Wells Fargo Securities, LLC, PNC Capital Markets LLC and TD Securities (USA) LLC, acting on behalf of themselves and as representatives of the several underwriters listed on Schedule I thereto.
4.1		Form of 4.500% Senior Notes due 2030 (included in Exhibit 4.2 below).
99.1		Press Release, dated September 23, 2025, issued by COPT Defense Properties.
4.2		Fifth Supplemental Indenture, by and among COPT Defense Properties, L.P., as issuer, COPT Defense Properties, as guarantor, and U.S. Bank Trust Company, National Association, as trustee.
5.1		Opinion of Saul Ewing LLP regarding the validity of the Guarantee.
5.2		Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes.
8.1		Opinion of Morgan, Lewis & Bockius LLP.
23.1		Consent of Saul Ewing LLP (contained in Exhibit 5.1).
23.2		Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.2).
23.3		Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 8.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COPT DEFENSE PROPERTIES
		/s/ Anthony Mifsud
		/s/ Matthew T. Myers
		Anthony Mifsud
		Matthew T. Myers
		Executive Vice President and Chief Financial Officer
		Senior Vice President, Chief Accounting Officer and Controller
	Date:	~~September~~October 292, 2025

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