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): ~~December 4~~February 10, ~~2025~~2026

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)


Maryland	001-33106	20-3073047
(State or other jurisdiction of incorporation)	Commission file number	(I.R.S. Employer identification No.)

1299 Ocean Avenue, Suite 1000

Santa Monica

California

90401

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 255-7700

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

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value per share

DEI

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 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On ~~December 4~~February 10, ~~2025~~2026, ~~the board of directors (the “Board”) of~~ Douglas Emmett, Inc. ~~(the~~released ~~“Company”)~~its ~~approved~~financial ~~the~~results ~~appointment~~for ofthe ~~Kenneth~~quarter M.ended ~~Panzer~~December 31, ~~the~~2025 ~~Chief~~by ~~Operating~~posting ~~Officer of the Company,~~ to ~~the~~its ~~position~~website ofits ~~President~~Fourth ofQuarter ~~the Company, effective as of December 4,~~ 2025. ~~Following~~Earnings ~~this~~Results ~~appointment,~~and ~~Mr.~~Operating ~~Panzer~~Information ~~will~~package ~~serve~~(attached as ~~President~~Exhibit ~~and Chief Operating Officer~~99. ~~There are i~~1) ~~no arrangements or understandings between Mr~~. The ~~Panzer~~information ~~and~~contained ~~any~~in ~~other~~this ~~persons~~report ~~pursuant~~on toForm ~~which he was appointed as President~~8-K, ~~ii)~~including ~~no family relationships that exist among any of~~ the ~~Company’s~~attached ~~directors or executive officers and Mr. Panzer~~Exhibits, ~~iii)~~shall nonot ~~changes~~be todeemed ~~Mr. Panzer’s compensation arrangements, as previously disclosed in the Company’s definitive proxy statement on Schedule 14A,~~ “filed” with the ~~U.S.~~ Securities and Exchange Commission onnor ~~April~~incorporated ~~18,~~by ~~2025~~reference ~~(the “Proxy Statement”) that have been made~~ in ~~connection with his appointment as President and iv) no direct or indirect material interests in~~ any ~~transaction~~registration ~~required~~statement tofiled beby ~~disclosed~~Douglas ~~pursuant~~Emmett, toInc. ~~Item~~under ~~404(a) of Regulation S-K other than as described in~~ the ~~Proxy~~Securities ~~Statement. For~~Act ~~more~~of ~~information about Mr. Panzer~~1933, ~~please~~as ~~see the Proxy Statement~~amended.

InItem ~~connection with the appointment of Mr~~9. ~~Panzer as President of the Company, Jordan L. Kaplan, currently the Company’s Chairman, Chief Executive Officer and President, will cease to serve as President.~~01 ~~Mr.~~Financial ~~Kaplan~~Statements ~~will continue to serve as the Company’s Chairman~~ and ~~Chief Executive Officer, and his existing compensation arrangements, as previously disclosed in the Proxy Statement, remain in effect~~Exhibits.

(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:


Exhibit Number						Description

99.1						Fourth Quarter 2025 Earnings Results and Operating Information
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 thereunto duly authorized.

		DOUGLAS EMMETT, INC.
Dated:	~~December~~February 910, ~~2025~~2026	By:	/s/ PETER D. SEYMOUR
			Peter D. Seymour
			Chief Financial Officer

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