Panzer Kenneth M 4/A

What Happened

• Kenneth M. Panzer, President, Chief Operating Officer and a director of Douglas Emmett, Inc. (DEI), was granted 1,000,000 long-term incentive plan units ("LTIP Units") on December 15, 2025. The award is a derivative grant (no cash price paid; reported at $0) under DEI’s 2016 Omnibus Stock Incentive Plan. LTIP Units can convert one-for-one into Operating Partnership common units ("OP Units") upon vesting and satisfaction of certain gross asset value (GAV) performance criteria; OP Units may be redeemable for DEI shares or cash at the issuer’s election.
• This filing is an amendment correcting the number of LTIP Units originally reported. The grant is an award (compensation), not an open-market purchase or sale.

Key Details

• Transaction date: December 15, 2025; Form 4 amended April 10, 2026 to correct amount (original Form 4 filed Dec 17, 2025). (F2)
• Award: 1,000,000 LTIP Units reported as acquired at $0 (derivative). (F1, F4)
• Vesting: 70% vests on December 31, 2025; remaining 30% vests in equal installments on December 31 of 2026, 2027 and 2028. (F3)
• Holdings after grant (as of 12/15/2025): the corrected 1,000,000 newly granted LTIP Units plus 1,261,301 previously granted LTIP Units (total 2,261,301 LTIP Units) and 9,497,675 OP Units. (F4)
• Filing/Timeliness: This is a Form 4/A (amendment) filed 2026-04-10 to correct the earlier report filed Dec 17, 2025. The amendment indicates the originally reported number was incorrect; retailers should note the corrected holdings and that the disclosure was amended after the original filing. (F2, F4)

Context

• LTIP Units are a common form of long-term compensation for executives; they are derivative awards that typically convert into partnership units or shares only upon vesting and/or achievement of performance targets, so they do not represent immediate stock purchases or sales.
• Because OP Units may be redeemable for DEI common stock or cash at the issuer’s election, the economic value to the insider depends on future vesting, performance tests, and the issuer’s redemption choice. The large existing holdings (millions of LTIP/OP units) indicate substantial partnership-linked compensation exposure but do not, by themselves, signal a buy or sell decision.