DEI 10-K & 10-Q changes, risk factors and insider trading

•SustainedThe continuation of or further increases in inflation could adversely impact our operating results, cash flows, financial position, our ability to pay dividends and distributions, and the market price of our common stock.

•Our operating performance and the market value of our securitiescommon stock are subject to risks associated with our investments in real estate assets and with trends in the real estate industry.

•Security breaches through cyber attacks, cyber intrusions or otherwise, could cause loss of confidential information, as well as other significant disruptions of our IT networks and related systemssystems, which could harm our business.

SustainedThe continuation of or further increases in inflation could adversely impact our operating results, cash flows, financial position, our ability to pay dividends and distributions, and the market price of our common stock.

SinceIn therecent COVID-19 pandemic,years, the consumer price index has increased substantially.substantially and remains elevated. Federal policies and recent global events may exacerbate recent increases in the consumer price index. A sustainedSustained or further increaseincreases in inflation could have adverse impacts on our business, including:

•higherelevated or increasing interest rates,rates which couldmay: (i) increase our borrowing costs, (ii) adversely impact our property valuations, and (iii) cause an economic recession which would adversely affect our business;

•an increase in construction costs, which would increase the cost of development and respositioningrepositioning projects and adversely impact our investments in real estate assets and expected yields on our development and repositioning projects, which could make investment opportunities less profitable to us;

In addition, historically, during periods of elevated or increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates, which tend to be positively correlated with interest rates. Consequently, prolonged periods of higherelevated interest rates may negatively impact the valuation of our real estate portfolio and result in a decline of the market price of our common stock and market capitalization, as well as lower sales proceeds from future property dispositions.

• reduced leasing to new tenants or leasing at less favorable terms;

Our economic performance and the value of our real estateestate, and,and consequently the market price of our common stock, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. Real estate investments are subject to various risks, fluctuations and cycles in value and demand, many of which are beyond our control and could adversely affect our operating results, cash flows, and financial position. These events include, but are not limited to:

•periods of rising andor highelevated interest rates wouldmay adversely affect: (i) our results of operations, (ii) our ability to pay dividends and distributions, (iii) the market price of our common stock, (iv) our ability to borrow or to borrow on favorable terms and (v) our ability to refinance existing debt on commercially reasonable terms or at all;

As of December 31, 2024,2025, as a percentage of our annualized base rental revenue for the stabilized portfolio, 19.2%19.7% of our tenants operated in the legal industry, 16.1%16.8% in the financial services industry, 13.4%13.3% in the real estate industry and 10.0%9.9% in the entertainmenthealth services industry. As we continue our development and potential acquisition activities, our tenant mix could become more concentrated, further exposing us to risks associated with those industries. For the composition of our tenants by industry, see “Item 2. Properties—Office Industry Diversification as of December 31, 2024.2025.” An economic downturn in any of these industries, or in any industry in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us. As a result, a downturn in an industry in which a significant number of our tenants operate could adversely affect our financial conditions, result of operations and cash flows.

If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition, or location as properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to incur significant capital expenditures to maintain the competitiveness of our properties. For additional information see “We are exposed to risks associated with property development.” There can be no assurances that any such expenditures would result in higher occupancy or rental rates, or deter existing tenants from relocating to properties owned by our competitors.

Our business operations in Los Angeles County, California and Honolulu, Hawaii are susceptible to, and could be significantly affected by, adverse weather conditions and natural disasters such as fires, earthquakes, tsunamis, hurricanes, volcanoes,volcano eruptions, drought, wind, floods, landslidesfloods and fires.landslides. The likelihood and severity of such disasters may be increased as a result of climate change, and climate change could also have other impacts such as rising sea levels, which could impact our properties in Honolulu.

•We may not complete a development or redevelopment project on schedule or within budgeted amounts (as a result of risks beyond our control, such as weather, labor conditions, permitting issues, material shortages and price increases, including increases in the costs of building materials or construction services resulting from trade tensions, disruptions, actual or potential tariffs, duties or restrictions);

•We may fail to obtain the financial results expected from properties we develop or redevelop;redevelop.

We have employment agreements with our CEO, Jordan L. Kaplan, and our President and COO, Kenneth M. Panzer, which provide each executive with severance if they are terminated without cause or resign for good reason (including following a change of control). The severance is based upon three times the average of the respective executives annual compensation (base salary and annual bonus) during the last three full calendar years ending prior to the termination date. In addition, these executive officers would not be restricted from competing with us after their departure.

Security breaches through cyber attacks, cyber intrusions or otherwise, could cause loss of confidential information, as well as other significant disruptions of our IT networks and related systemssystems, which could harm our business.

We face risks associated with security breaches,breaches that impact our IT networks and information, whether through cyber attacks or cyber intrusions over the Internet, malware (including ransomware), computer viruses, social engineering and phishing e-mails, exploitation of vulnerabilities in software used in our business, malfeasance by insiders or malicious persons with access to systems inside our organization, vulnerabilities in our or third party software, human or technological error, and other significantsecurity disruptionsissues ofwith our IT networks and relatedthird party IT systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers,hackers (individuals or hacking organizations), foreign governments and cyber terrorists, is expected to increase as the number, intensity and sophistication of attacks and intrusions from around the world is escalating.escalating, especially given the use of more advanced hacking tools and techniques and use of AI that can circumvent controls, evade detection and even remove forensic evidence. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. We own and manage some of these systems but must rely on third parties for a range of systems, networks and other products and services, including but not limited to software and cloud computing services, that are critical to our business. In addition, we and others collect, maintain and process data about employees, business partners and others, including personally identifiable information, as well as proprietary data belonging to our business such as trade secrets.

There can be no assurance that our security measures, or those of third parties on whom we rely, will effectively protect the confidentiality, integrity and availability of our networks, systems and data from security breaches or disruptions. While to date we have experienced no cyberattackscyber attacks or incidents that have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future.

Our information, networks, systems and facilities remain vulnerable because the techniques used by attackers are constantly evolving (including their use of tools like artificial intelligence) and generally are not recognized until launched against a target, and in some cases are designed not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. A security breach or other significant disruption involving our IT networks and related systems could have an adverse effect on our business, for example:

The following discussion should be read in conjunction with our Forward Looking Statements disclaimer and our consolidated financial statements and related notes in Item 15 of this Report. During 2024,2025, our results of operations were impacted by: (i) various transactions - see "Acquisitions, Debt and Equity Transactions, Development and Repositioning Projects, and Other Transactions" further below.below, and (ii) the consolidation of Partnership X. See Note 3 to our consolidated financial statements in Part IV, Item 15 of this Report.

Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. Through our interest in our Operating Partnership and its subsidiaries,subsidiaries and our consolidated JVs and our unconsolidated Fund,JVs, we are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and in Honolulu, Hawaii. We focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities.

For the purpose of reporting key operating metrics, commencing with the fourth quarter of 2024, we are focused on the properties in our In-Service Portfolio. TheOur In-Service Portfolio in the fourth quarter of 2024 consistedconsists of our Total Portfolio excluding our Development Portfolio. The Development Portfolio consists of onetwo officemultifamily propertyproperties and one multifamilyoffice property whose operations are significantly limited by the development activity and are excluded from our In-Service Portfolio statistics and operating metrics. Our portfolio statistics and operating metrics as of December 31, 20242025 were as follows:

During 2024,2025, revenues from our ConsolidatedTotal Portfolio were derived as follows:

Acquisitions, Debt and Equity Transactions, and Development and Repositioning Projects, and Other TransactionsProjects

Acquisitions, Debt and Equity Transactions

•A consolidated JV that we manage, and in which we own a 30% interest, acquired a 17-story 247,000 square foot office property located at 10900 Wilshire Boulevard in Westwood. Title to the property was transferred following the purchase of a secured note by the respective JV. See Note 18 to our consolidated financial statements in Item 15 of this Report for more information regarding subsequent events.

See Notes 6,3 8, 10 and 11 to our consolidated financial statements in Item 15 of this Report for more information regarding our unconsolidated Fund,acquisitions, debt, derivatives contracts, and equity, respectively.

Studio Plaza is a 456,000 square foot office property located in Burbank. Following the move-out of a long-term single tenant, we haveare begun extensive redevelopment ofconverting the property to convert it into a multi-tenant office building. The development process is ongoing and we have begun leasing space to be occupied when theextensive common areasarea upgrades are now complete and the relatedconstruction floorsof arenew completed.tenant suites is ongoing. Commencing with the fourth quarter of 2024, we classified this property as part of our Development Portfolio and exclude it from our In-Service Portfolio statistics and operating metrics.

During the second quarter of 2023, we removed ourThe BarringtonLandmark PlazaResidences Apartmentsresidential property in Los Angeles from the rental market. A reconstruction of this property is expected to take a number of years at a cost of several hundred million dollars. As of December 31, 2024,2025, a significant majority of the tenants have vacated. See "Legal Proceedings" in Note 17 to our consolidated financial statements in Item 15 of this Report. We accelerated and recorded additional depreciation expense of $82.1 million for the year ended December 31, 2023, which is included in Depreciation and amortization on our consolidated statements of operations. Commencing with the fourth quarter of 2024, we classified this property as part of our Development Portfolio and exclude it from our In-Service Portfolio statistics and operating metrics.

(54)Our office rental rates and lease transaction costs for the year ended December 31, 2024 were higherimpacted than historical periods as a result ofby a large tenant lease renewal during the three months ended March 31, 2024.

The table below presents the rent roll for new and renewed leases per leased square foot executed in our total office portfolio. Commencing with the fourth quarter of 2024, theThe table below presents only our In-Service Portfolio.

(ivi) During 2024,2022, the average was impacted by leasingthe acquisition of units1221 atOcean our newly developed West Los Angeles property,Avenue, where the rental rates were higher than the average in our portfolio.

The rent on leases subject to rent change during 20242025 (new tenants and existing tenants undergoing annual rent review) was 2.4%2.6% higher on average than the prior rent for the same unit after adjusting for rent concessions. Commencing with the fourth quarter of 2024, theThe rent change includes only our In-Service Portfolio.

The following discussion should be read in conjunction with our Forward Looking Statements disclaimer, and our consolidated financial statements and related notes in Part I, Item 1 of this Report. During the threesix months ended MarchJune 31,30, 2026, our results of operations were impacted by: (i) various transactions - see "Acquisitions, Debt and Equity Transactions, and Development and Repositioning Projects" further below.

For the purpose of reporting key operating metrics we are focused on the properties in our In-Service Portfolio. The In-Service Portfolio as of June 30, 2026 reflects the inclusion of our Burbank office property which had been under redevelopment into a multi-tenant office building following the move-out of a long-term single tenant, as well as the office properties in Beverly Hills which we acquired this quarter. Our In-Service Portfolio consists of our Total Portfolio excluding our Development Portfolio. The Development Portfolio consists of two multifamily properties and one office property whose operations are significantly limited by the development activity and are excluded from our In-Service Portfolio statistics and operating metrics. Our portfolio statistics and operating metrics as of MarchJune 31,30, 2026 were as follows:

During the threesix months ended MarchJune 31,30, 2026, revenues from our Total Portfolio were derived as follows:

•In March 2026, we entered into a new consolidated JV for the purpose of acquiring medical office properties in Beverly Hills, CA. We will manage and own a 13% interest in the JV. See Note 16 to our consolidated financial statements in Item 1 of this Reportbelow for more information regarding this acquisition.

See Notes 73, 7, 9, and 910 to our consolidated financial statements in Item 1 of this Report for more information regarding our debtacquisitions, debt, derivative contracts and derivative contracts,equity, respectively.

During the second quarter of 2023, we removed The Landmark Residences residential property in Los Angeles from the rental market. A reconstruction of this property is expected to take a number of years at a cost of several hundred million dollars. As of MarchJune 31,30, 2026, a significant majority of the tenants have vacated. See "Legal Proceedings" in Note 15 to our consolidated financial statements in Item 1 of this Report.

During the first quarter of 2025, a consolidated JV that we manage acquired an office property located at 10900 Wilshire. We are developing a mixed-used community featuring up to 323 apartment units. We willplan to convert the existing 247,000 square foot office tower into a residential and office building with up to 200 units, integrating it with a new residential building that we are constructing on the property. The conversion of the office tower will occurapartments in phases over a number of years as thethey become available. There is no predetermined residential to office space in the building is vacated.ratio.

The rent on leases subject to rent change during the threesix months ended MarchJune 31,30, 2026 (new tenants and existing tenants undergoing annual rent review) was 2.7%3.3% higher on average than the prior rent for the same unit after adjusting for rent concessions. The rent change includes only our In-Service Portfolio.

__________________________________________________________________ (12)Excludes units vacated as part of removing The Landmark Residences (formerly Barrington Plaza) from the rental market until June of 2023 and excludes the impact of The Landmark Residences entirely starting in July 2023.

As of MarchJune 31,30, 2026, assuming non-exercise of renewal options and early termination rights, we expect to see expiring square footage for our In-Service office portfolio as follows:

____________________________________________________ (1) Average of the percentage of leases at MarchJune 31,30, 2023, 2024, and 2025 with the same remaining duration as the leases for the labeled year had at MarchJune 31,30, 2026.

For the three months ended MarchJune 31,30, 2026, FFO decreasedincreased by $5.1$1.8 million, or 6.2%,2.4%, to $75.9$76.3 million, compared to $81.0$74.6 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily due to: (i) higher interesttenant expense,recoveries, (ii) lower office occupancy, (iii) higher general and administrative expense, (iv) lower interest income and (v) higher office expenses,parking whichand wasother partlyincome, offsetand by(iii) higher multifamily rental revenues due to higher occupancy and higher rental rates.rates, which was partly offset by (iv) higher interest expense, (v) lower interest income, (vi) lower office occupancy, and (vii) higher office expenses from a collection of office properties we acquired in April 2026.

The table below presents a reconciliation of Net (loss) income attributable to common stockholders (the most directly comparable GAAP measure) to NOI and Same Property NOI:

Our short-term liquidity needs consist primarily of funds necessary for our operating activities, development, repositioning projects, debt refinancings, dividends, distributions and discretionary share repurchases. During the threesix months ended MarchJune 31,30, 2026, we generated cash from operations of $116.9$213.1 million. As of MarchJune 31,30, 2026, we had $357.2$355.0 million of cash and cash equivalents. See Note 7 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt maturities and interest rate swap expirations. Excluding acquisitions and debt refinancings, we expect to meet our short-term liquidity requirements through cash on hand and cash generated by operations. With respect to our short-term debt maturities, we expect to refinance them prior to maturity.

________________________________________________________________________ (1) Our cash flows from operating activities are primarily dependent upon the occupancy and rental rates of our portfolio, the collectibility of tenant receivables, the level of our operating and general and administrative expenses, and interest expense. The decrease in cash provided from operating activities of $15.7$0.8 million was primarily due to: (i) higher interest expense, (ii) lower office occupancy, (iii) lower interest income, (iv) higher office expenses and (v) higher general and administrative expense, (iv) lower interest income and (v) higher office expenses, which was partly offset by (vi) higher tenant recoveries, (vii) higher office parking and other income and (viii) higher multifamily rental revenues due to higher occupancy and higher rental rates.

(2) Our cash flows from investing activities is generally used to fund property acquisitions, developments and redevelopment projects, and Recurring and non-Recurring Capital Expenditures. The increase in cash used in investing activities of $40.9$308.1 million was primarily due to (i) The Bedford Collection acquisition of $254.4 million, (ii) $25.6 million of cash and cash equivalents assumed from the consolidation of Partnership X on January 1, 2025, (iii) an increase in capital expenditures for improvements to real estate of $9.4$14.5 million, and (iv) an increase in capital expenditures for developments of $5.9$12.2 million.

(3) Our cash flows from financing activities are generally impacted by our borrowings and capital activities, as well as dividends and distributions paid to common stockholders and noncontrolling interests, respectively. The increase in cash usedprovided inby financing activities of $8.0$340.8 million was primarily due to lowerhigher net borrowings and aan decreaseincrease in loancontributions costfrom paymentsnoncontrolling interests in consolidated JVs of $2.9$124.6 million.