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What changed in Douglas Emmett Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Douglas Emmett Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+173 added−173 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-14)

Top changes in Douglas Emmett Inc's 2025 10-K

173 paragraphs added · 173 removed · 135 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe are entitled to (i) priority distributions, (ii) distributions based on invested capital, (iii) a carried interest if the investors’ distributions exceed a hurdle rate, (iv) fees for property management and other services and (v) reimbursement of certain costs.
Biggest changeWe are entitled to: (i) distributions based on invested capital, (ii) additional distributions based on cash net operating income or invested capital, (iii) fees for property management and other services, (iv) reimbursement of certain acquisition-related expenses and certain other costs, and (v) a carried interest for certain JVs if the investors’ distributions exceed a hurdle rate.
See Note 15 to our consolidated financial statements in Item 15 of this Report for more information regarding our segments. Taxation We believe that we qualify, and we intend to continue to qualify, for taxation as a REIT under the Code, although we cannot provide assurance that this has happened or will happen.
See Note 15 to our consolidated financial statements in Item 15 of this Report for more information regarding our segments. 7 Taxation We believe that we qualify, and we intend to continue to qualify, for taxation as a REIT under the Code, although we cannot provide assurance that this has happened or will happen.
There are two gross income requirements we must satisfy: i. at least 75% of our gross income (excluding gross income from “prohibited transactions” as defined below and qualifying hedges) for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property or from certain types of temporary investment income, and ii. at least 95% of our gross income (excluding gross income from “prohibited transactions” and qualifying hedges) for each taxable year must be derived from income that qualifies under the 75% test or from other dividends, interest or gain from the sale or other disposition of stock or securities.
There are two gross income requirements we must satisfy: i. at least 75% of our gross income (excluding gross income from “prohibited transactions” as defined below and qualifying hedges) for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property or from certain types of temporary investment income, and ii. at least 95% of our gross income (excluding gross income from “prohibited transactions” and qualifying hedges) for each taxable year must be derived from income that qualifies under the 75% test or from other dividends, interest or gain from the sale or other disposition of stock or securities or certain other passive sources.
Our office tenants operate in diverse industries, including among others legal, financial services, entertainment, real estate, accounting and consulting, health services, retail, technology and insurance, reducing our dependence on any one industry. In 2022, 2023 and 2024, no tenant accounted for more than 10% of our total revenues. 6 • Disciplined Strategy of Acquiring Substantial Market Share In Each Submarket.
Our office tenants operate in diverse industries, including among others legal, financial services, entertainment, real estate, accounting and consulting, health services, retail, technology and insurance, reducing our dependence on any one industry. In 2023, 2024 and 2025, no tenant accounted for more than 10% of our total revenues. 6 • Disciplined Strategy of Acquiring Substantial Market Share In Each Submarket.
Through our interest in our Operating Partnership and its subsidiaries, our consolidated JVs, and our unconsolidated Fund, we focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods with significant supply constraints, high-end executive housing and key lifestyle amenities.
Through our interest in our Operating Partnership, its subsidiaries, and our consolidated JVs, we focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods with significant supply constraints, high-end executive housing and key lifestyle amenities.
Our submarkets are dominated by small, affluent tenants, whose rents are very small relative to their revenues and often not the paramount factor in their leasing decisions. At December 31, 2024, our office portfolio median size tenant was approximately 2,400 square feet.
Our submarkets are dominated by small, affluent tenants, whose rents are very small relative to their revenues and often not the paramount factor in their leasing decisions. At December 31, 2025, our office portfolio median size tenant was approximately 2,400 square feet.
As a result, we average approximately a 38% share of the Class A office space in our submarkets based on the square feet of exposure in our total portfolio to each submarket. See "Office Portfolio Summary" in Item 2 “Properties” of this Report. • Proactive Asset and Property Management.
As a result, we average approximately a 39% share of the Class A office space in our submarkets based on the square feet of exposure in our total portfolio to each submarket. See "Office Portfolio Summary" in Item 2 “Properties” of this Report. • Proactive Asset and Property Management.
We must satisfy five asset tests at the close of each quarter of our taxable year: i. at least 75% of the value of our total assets must be represented by real estate assets including shares of stock of other REITs, debt instruments of publicly offered REITs, certain other stock or debt instruments purchased with the proceeds of a stock offering or long-term public debt offering by us (but only for the one-year period after such offering), cash, cash items and government securities, ii. not more than 25% of our total assets may be represented by securities other than those in the 75% asset class, iii. of the assets included in the 25% asset class, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets and we may not own more than 10% of the vote or value of the securities of any one issuer, in each case other than securities included under the 75% asset test above and interests in TRS or QRS, each as defined below, and in the case of the 10% value test, subject to certain other exceptions, iv. not more than 20% of the value of our total assets may be represented by securities of one or more TRS, and v. not more than 25% of the value of our total assets may be represented by nonqualified publicly offered REIT debt instruments. 8 In order to qualify as a REIT, we are required to distribute dividends (other than capital gains dividends) to our stockholders equal to at least (A) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the net income, if any (after tax), from foreclosure property, less (B) the sum of certain items of non-cash income.
We must satisfy five asset tests at the close of each quarter of our taxable year: i. at least 75% of the value of our total assets must be represented by real estate assets including shares of stock of other REITs, debt instruments of publicly offered REITs, certain other stock or debt instruments purchased with the proceeds of a stock offering or long-term public debt offering by us (but only for the one-year period after such offering), cash, cash items and government securities, ii. not more than 25% of our total assets may be represented by securities other than those in the 75% asset class, iii. of the assets included in the 25% asset class, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets and we may not own more than 10% of the vote or value of the securities of any one issuer, in each case other than securities included under the 75% asset test above and interests in TRS or QRS, each as defined below, and in the case of the 10% value test, subject to certain other exceptions, iv. not more than 20% of the value of our total assets may be represented by securities of one or more TRS (25% for taxable years beginning after July 30, 2008 and before January 1, 2018 and taxable years beginning after December 31, 2025), and v. not more than 25% of the value of our total assets may be represented by nonqualified publicly offered REIT debt instruments. 8 In order to qualify as a REIT, we are required to distribute dividends (other than capital gains dividends) to our stockholders equal to at least (A) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the net income, if any (after tax), from foreclosure property, less (B) the sum of certain items of non-cash income.
As a result of our efforts, more than 91% of our stabilized eligible office space as of December 31, 2023 qualified for "ENERGY STAR Certification" by the EPA as having energy efficiency in the top 25% of buildings nationwide (our 2024 ENERGY STAR scores were not yet available as of the date of this Report).
As a result of our efforts, more than 84% of our stabilized eligible office space as of December 31, 2024 qualified for "ENERGY STAR Certification" by the EPA as having energy efficiency in the top 25% of buildings nationwide (our 2025 ENERGY STAR scores were not yet available as of the date of this Report).
As of December 31, 2024, we employed approximately 770 people. 11 We promote a culture of openness, respect and trust and bring a sense of teamwork and inclusion to all we do. We recognize that having a range of experiences, backgrounds and perspectives allows us to find new ways of doing things.
As of December 31, 2025, we employed approximately 778 people. 11 We promote a culture of openness, respect and trust and bring a sense of teamwork and inclusion to all we do. We recognize that having a range of experiences, backgrounds and perspectives allows us to find new ways of doing things.
In 2024, we provided equity compensation to more than a quarter of our approximately 770 employees. The health and safety of our employees, tenants, and vendors is of the utmost importance to us. We adhere to leading health and safety standards across our portfolio, and each year, we require all our employees to complete safety training.
In 2025, we provided equity compensation to more than a quarter of our approximately 778 employees. The health and safety of our employees, tenants, and vendors is of the utmost importance to us. We adhere to leading health and safety standards across our portfolio, and each year, we require all our employees to complete safety training.
The financial data in this Report presents our JVs on a consolidated basis and our Fund on an unconsolidated basis in accordance with GAAP. See "Basis of Presentation" in Note 1 to our consolidated financial statements in Item 15 of this Report for more information regarding the consolidation of our JVs.
The financial data in this Report presents our JVs on a consolidated basis in accordance with GAAP. See "Basis of Presentation" in Note 1 to our consolidated financial statements in Item 15 of this Report for more information regarding the consolidation of our JVs.
For example, at our recently completed residential development project in Brentwood we invested significant additional capital to build a one acre park on Wilshire Boulevard that is available to the public, providing urban green space as well as a valuable amenity to the surrounding properties and community.
For example, at our Landmark Los Angeles residential development in Brentwood we invested significant additional capital to build a one acre park on Wilshire Boulevard that is available to the public, providing urban green space as well as a valuable amenity to the surrounding properties and community.
None of the information on or hyperlinked from our website is incorporated into this Report. For more information, please contact: Stuart McElhinney Vice President, Investor Relations 310-255-7751 [email protected] 12
None of the information on or hyperlinked from our website is incorporated into this Report. For more information, please contact: Stuart McElhinney Vice President, Investor Relations 310-255-7751 smcelhinney@douglasemmett.com 12
See Item 2 "Properties" of this Report for more information about our properties.
For more information, see Item 2 "Properties" of this Report.
See Item 1A "Risk Factors" of this Report for the risks we face regarding competition. 9 Regulation Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas, fire and safety requirements, various environmental laws, the ADA, eviction moratoriums related to COVID-19, and rent control laws.
See Item 2 "Properties" of this Report for more information about our properties. See Item 1A "Risk Factors" of this Report for the risks we face regarding competition. 9 Regulation Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas, fire and safety requirements, various environmental laws, the ADA, and rent control laws.
As of December 31, 2024, our portfolio consisted of the following (including ancillary retail space and excluding two parcels of land from which we receive rent under ground leases): Consolidated Portfolio Total Portfolio Office Wholly-owned properties 52 52 Consolidated JV properties 16 16 Unconsolidated Fund properties — 2 Total 68 70 Multifamily Wholly-owned properties 12 12 Consolidated JV properties 2 2 Total 14 14 Total 82 84 Business Strategy We employ a focused business strategy that we have developed and implemented over the past four decades: • Concentration of High Quality Office and Multifamily Properties in Premier Submarkets.
As of December 31, 2025, our portfolio consisted of the following (including ancillary retail space and excluding two parcels of land from which we receive rent under ground leases): Total Portfolio Office Wholly-owned properties 52 Consolidated JV properties 18 Total 70 Multifamily Wholly-owned properties 12 Consolidated JV properties 3 Total 15 Total 85 Business Strategy We employ a focused business strategy that we have developed and implemented over the past four decades: • Concentration of High Quality Office and Multifamily Properties in Premier Submarkets.
We have programs that actively promote our culture, such as our Daily Exchange program, which provides employees with daily training regarding our vision statement and core values, and our quarterly employee recognition program, the Jane Joyce Award. We value and advance the diversity and inclusion of the people with whom we work.
We have programs that actively promote our culture, such as our Daily Exchange program, which provides employees with daily training regarding our vision statement and core values, and our quarterly employee recognition program, the Jane Joyce Award.
Most of the property data in this Report is presented for our Total Portfolio, which includes the properties owned by our JVs and our Fund, as we believe this presentation assists in understanding our business. 7 Segments We operate two business segments, our office segment and our multifamily segment.
The property data in this Report is presented for our Total Portfolio, which includes the properties owned by our JVs as we believe this presentation assists in understanding our business. Segments We operate two business segments, our office segment and our multifamily segment. Our segments include the acquisition, development, ownership and management of office and multifamily real estate.
Our segments include the acquisition, development, ownership and management of office and multifamily real estate. The services for our office segment include primarily the rental of office space and other tenant services, including parking and storage space rental. The services for our multifamily segment include primarily the rental of apartments and other tenant services, including parking and storage space rental.
The services for our office segment include primarily the rental of office space and other tenant services, including parking and storage space rental. The services for our multifamily segment include primarily the rental of apartments and other tenant services, including parking and storage space rental.
Where permitted, we try to recycle used water (by law, we cannot recycle most of the water used in our buildings since it must be fit for human consumption).
Our buildings use low flow faucets and toilets, and we have also saved water by using waterless urinals. Where permitted, we try to recycle used water (by law, we cannot recycle most of the water used in our buildings since it must be fit for human consumption).
Throughout the year, our Corporate Sustainability Committee, led by the Chairman of our board of directors and our COO, oversees our policies and operational controls for environmental, health, safety and social risks, and monitors our progress and results.
Throughout the year, our Corporate Sustainability Committee, led by our President and COO, oversees our policies and operational controls for environmental, health, safety and social risks, and monitors our progress and results. Every month, our Regional Engineers meet to monitor and implement the policies set by our Corporate Sustainability Committee.
We estimate the percentage of renewable energy provided by our utility providers was approximately one-third in 2022 (the most recent available data). • Water Usage We have undertaken a number of initiatives to conserve water across our portfolio. Our buildings use low flow faucets and toilets, and we have also saved water by using waterless urinals.
We estimate the percentage of renewable energy provided by our utility providers was approximately 45% in Los Angeles and 31% in Honolulu in 2024 (the most recent available data). • Water Usage We have undertaken a number of initiatives to conserve water across our portfolio.
Many of these factors are beyond our control. However, we can and do seek to make our buildings more energy efficient. Some of our initiatives to reduce our consumption include items such as real time energy monitoring software, LED lighting retrofitting, and new energy management systems.
Some of our initiatives to reduce our consumption include items such as real time energy monitoring software, LED lighting retrofitting, and new energy management systems.
We also use external resources to provide critical expertise, tools and resources for our sustainability program. We engage with our stakeholders to align sustainability efforts and improve the efficiency and health of our business and communities.
Our Regional Engineers hold monthly meetings with each Building Engineer in their respective regions to review specific building operating issues and opportunities for improvement. We also use external resources to provide critical expertise, tools and resources for our sustainability program. We engage with our stakeholders to align sustainability efforts and improve the efficiency and health of our business and communities.
We have integrated sustainability into our property management practices, tenant improvement build-outs and meetings with existing and prospective tenants. Our sustainability program covers four key areas: • Energy Usage Our actual energy consumption from year to year is impacted by many factors, such as weather, occupancy in our buildings and activities of our tenants.
We have integrated sustainability into our property management practices, tenant improvement build-outs and meetings with existing and prospective tenants. Our sustainability program covers four key areas: • Energy Usage and Greenhouse Gas Emissions Our principal approach to reducing greenhouse gas emissions is through reducing our energy consumption.
At December 31, 2024, we owned a Consolidated Portfolio consisting of (i) a 17.6 million square foot office portfolio, (ii) 4,472 multifamily apartment units and (iii) fee interests in two parcels of land from which we receive rent under ground leases.
At December 31, 2025, our Total Portfolio consisted of (i) an 18.0 million square foot office portfolio, which included a 456 thousand square foot office property under development, (ii) 5,445 multifamily apartment units, which included 1,035 apartment units under development, and (iii) fee interests in two parcels of land from which we receive rent under ground leases.
JVs and Fund At December 31, 2024, in addition to 52 office properties and 12 residential properties wholly-owned by our Operating Partnership, we manage and own equity interests in: • four consolidated JVs, through which we and institutional investors own 16 office properties in our core markets totaling 4.2 million square feet and two residential properties with 470 apartments, and in which we own a weighted average of 46% at December 31, 2024 based on square footage.
JVs At December 31, 2025, in addition to 52 office properties and 12 residential properties wholly-owned by our Operating Partnership, we managed and owned equity interests in six consolidated JVs, through which we and institutional investors owned 18 office properties in our core markets totaling 4.6 million square feet, and 3 residential properties with 793 apartments, which included 323 apartment units under development.
Removed
We also manage and own equity interests in our unconsolidated Fund which, at December 31, 2024, owned an additional 0.4 million square feet of office space. We manage our unconsolidated Fund alongside our Consolidated Portfolio, and we therefore present the statistics for our office portfolio on a Total Portfolio basis. For more information, see Item 2 "Properties" of this Report.
Added
At December 31, 2025, we owned a weighted average interest in the consolidated JVs of approximately 47% based on square footage.
Removed
We are entitled to (i) distributions based on invested capital as well as additional distributions based on cash net operating income, (ii) fees for property management and other services and (iii) reimbursement of certain acquisition-related expenses and certain other costs. • one unconsolidated Fund, through which we and institutional investors own two office properties in our core markets totaling 0.4 million square feet, and in which we own 74.0% at December 31, 2024.
Added
Our actual energy consumption from year to year is impacted by many factors, such as weather, occupancy in our buildings and activities of our tenants. Many of these factors are beyond our control. However, we can and do seek to make our buildings more energy efficient.
Removed
In addition to the above four consolidated JVs, we entered into a new consolidated JV in December 2024 which acquired an office property in January 2025. See Note 18 to our consolidated financial statements in Item 15 of this Report for more information regarding subsequent events.
Removed
Every month, our Director of Engineering Services and our six Regional Engineers meet to monitor and implement the policies set by our Corporate Sustainability Committee. Our Regional Engineers hold monthly meetings with each Building Engineer in their respective regions to review specific building operating issues and opportunities for improvement.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur 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.
Biggest changeOur information, networks, systems and facilities remain vulnerable as techniques and sophistication used to conduct cybersecurity attacks and breaches of IT systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time and in some cases are designed not be detected and, in fact, may not be detected.
If these conditions become more volatile or worsen, our business, results of operations, liquidity and financial condition and those of our tenants may be adversely affected as a result of the following consequences, among others: • tenant defaults under leases or tenants not renewing their leases, or renewing under less favorable terms, if the financial condition of our tenants is adversely impacted; • reduced leasing to new tenants or at less favorable terms; • decreased demand for our office space if businesses, including our tenants, lay off employees; • decreased commercial real estate occupancy and rental rates resulting in decreased property values; • limitations in our ability to obtain financing on terms and conditions that we find acceptable, or at all, which could reduce our ability to refinance existing debt and obtain new debt to pursue acquisition and development opportunities; and • reduced values of our properties, which may limit our ability to obtain new debt financing secured by our properties or limit our ability to refinance our existing debt secured by our properties. 15 All of our properties are located in Los Angeles County, California, and Honolulu, Hawaii, and we are therefore exposed to greater risk than if we owned a more geographically diverse portfolio.
If these conditions become more volatile or worsen, our business, results of operations, liquidity and financial condition and those of our tenants may be adversely affected as a result of the following consequences, among others: • tenant defaults under leases or tenants not renewing their leases, or renewing under less favorable terms, if the financial condition of our tenants is adversely impacted; • reduced leasing to new tenants or leasing at less favorable terms; • decreased demand for our office space if businesses, including our tenants, lay off employees; • decreased commercial real estate occupancy and rental rates resulting in decreased property values; • limitations in our ability to obtain financing on terms and conditions that we find acceptable, or at all, which could reduce our ability to refinance existing debt and obtain new debt to pursue acquisition and development opportunities; and • reduced values of our properties, which may limit our ability to obtain new debt financing secured by our properties or limit our ability to refinance our existing debt secured by our properties. 15 All of our properties are located in Los Angeles County, California, and Honolulu, Hawaii, and we are therefore exposed to greater risk than if we owned a more geographically diverse portfolio.
Our ability to acquire properties on favorable terms and to successfully integrate and operate them is subject to significant risks, including the following: • we may be unable to acquire desired properties because of competition from other real estate investors, including other real estate operating companies, publicly-traded REITs and investment funds; 21 • competition from other potential acquirers may significantly increase the purchase price of a desired property; • we may acquire properties that are not accretive to our results upon acquisition or we may not successfully manage and lease them up to meet our expectations; • we may be unable to generate sufficient cash from operations, or obtain the necessary debt or equity financing to consummate an acquisition or, if obtained, the financing may not be on favorable terms; • cash flows from the acquired properties may be insufficient to service the related debt financing; • we may need to spend more than we budgeted to make necessary improvements or renovations to acquired properties; • we may spend significant time and money on potential acquisitions that we do not close; • the process of acquiring or pursuing the acquisition of a property may divert the attention of our senior management team from our existing business operations; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; • occupancy and rental rates of acquired properties may be less than expected; and • we may acquire properties without recourse, or with limited recourse, for liabilities, whether known or unknown, such as clean-up of environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Our ability to acquire properties on favorable terms and to successfully integrate and operate them is subject to significant risks, including the following: • we may be unable to acquire desired properties because of competition from other real estate investors, including other real estate operating companies, publicly-traded REITs and investment funds; • competition from other potential acquirers may significantly increase the purchase price of a desired property; • we may acquire properties that are not accretive to our results upon acquisition or we may not successfully manage and lease them up to meet our expectations; • we may be unable to generate sufficient cash from operations, or obtain the necessary debt or equity financing to consummate an acquisition or, if obtained, the financing may not be on favorable terms; • cash flows from the acquired properties may be insufficient to service the related debt financing; • we may need to spend more than we budgeted to make necessary improvements or renovations to acquired properties; • we may spend significant time and money on potential acquisitions that we do not close; • the process of acquiring or pursuing the acquisition of a property may divert the attention of our senior management team from our existing business operations; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; • occupancy and rental rates of acquired properties may be less than expected; and • we may acquire properties without recourse, or with limited recourse, for liabilities, whether known or unknown, such as clean-up of environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Our properties in Los Angeles County are concentrated in certain submarkets, exposing us to risks associated with those specific areas. • Our operating performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry. • We have a substantial amount of debt, which exposes us to interest rate fluctuation risk and the risk of not being able to refinance our debt, which in turn could expose us to the risk of default under our debt obligations. • The rents we receive from new leases may be less than our asking rents, and we may experience rent roll-down from time to time. • Although we have a diverse tenant base, a large portion of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows. • In order to successfully compete against other properties, we need to maintain, repair, and renovate our properties, which reduces our cash flows. • We face intense competition, which could adversely impact the occupancy and rental rates of our properties. • Epidemics, pandemics or other outbreaks, and restrictions intended to prevent their spread, may adversely affect our business, financial position, results of operations, cash flows, our ability to service our debt, our ability to pay dividends to our stockholders, our REIT status, our ability to capitalize on business opportunities as they arise, our ability to raise capital, and/or the market price of our common stock. • Potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance. • We may be unable to renew leases or lease vacant space. • Our business strategy for our office portfolio focuses on leasing to smaller-sized tenants which may present greater credit risks. • Real estate investments are generally illiquid. • We may incur significant costs to comply with laws, regulations and covenants. • Because we own real property, we are subject to extensive environmental regulations, which create uncertainty regarding future environmental expenditures and liabilities. • Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation. • Rent control or rent stabilization legislation and other regulatory restrictions may limit our ability to increase rents and pass through new or increased operating costs to our tenants. • We may be unable to complete acquisitions that would grow our business, or successfully integrate and operate acquired properties. • We may be unable to successfully expand our operations into new markets and submarkets. • We are exposed to risks associated with property development. • We are exposed to certain risks when we enter into JVs or issue securities of our subsidiaries, including our Operating Partnership. 13 • If we default on the ground lease to which one of our properties is subject, our business could be adversely affected. • We may not have sufficient cash available for distribution to stockholders at expected levels in the future. • We face risks associated with contractual counterparties being designated “Prohibited Persons” by the Office of Foreign Assets Control. • Terrorism and war could harm our business and operating results.
Our properties in Los Angeles County are concentrated in certain submarkets, exposing us to risks associated with those specific areas. • Our operating performance and the market value of our common stock are subject to risks associated with our investments in real estate and with trends in the real estate industry. • We have a substantial amount of debt, which exposes us to interest rate fluctuation risk and the risk of not being able to refinance our debt, which in turn could expose us to the risk of default under our debt obligations. • The rents we receive from new leases may be less than our asking rents, and we may experience rent roll-down from time to time. • Although we have a diverse tenant base, a large portion of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows. • In order to successfully compete against other properties, we need to maintain, repair, and renovate our properties, which reduces our cash flows. • We face intense competition, which could adversely impact the occupancy and rental rates of our properties. • Epidemics, pandemics or other outbreaks, and restrictions intended to prevent their spread, may adversely affect our business, financial position, results of operations, cash flows, our ability to service our debt, our ability to pay dividends to our stockholders, our REIT status, our ability to capitalize on business opportunities as they arise, our ability to raise capital, and/or the market price of our common stock. • Potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance. • We may be unable to renew leases or lease vacant space. • Our business strategy for our office portfolio focuses on leasing to smaller-sized tenants which may present greater credit risks. • Real estate investments are generally illiquid. • We may incur significant costs to comply with laws, regulations and covenants. • Because we own real property, we are subject to extensive environmental regulations, which create uncertainty regarding future environmental expenditures and liabilities. • Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation. • Rent control or rent stabilization legislation and other regulatory restrictions may limit our ability to increase rents and pass through new or increased operating costs to our tenants. • We may be unable to complete acquisitions that would grow our business, or successfully integrate and operate acquired properties. • We may be unable to successfully expand our operations into new markets and submarkets. • We are exposed to risks associated with property development. • We are exposed to certain risks when we enter into JVs or issue securities of our subsidiaries, including our Operating Partnership. 13 • If we default on the ground lease to which one of our properties is subject, our business could be adversely affected. • We may not have sufficient cash available for distribution to stockholders at expected levels in the future. • We face risks associated with contractual counterparties being designated "Prohibited Persons" by the Office of Foreign Assets Control. • Terrorism and war could harm our business and operating results.
Our substantial indebtedness, and the limitations and other constraints imposed on us by our debt agreements, especially during economic downturns when credit is harder to obtain, could adversely affect us, including the following: • periods of rising and high interest rates would 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; • our cash flows may be insufficient to meet our required principal and interest payments; • servicing our borrowings may leave us with insufficient cash to operate our properties or to pay the distributions necessary to maintain our REIT qualification; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our existing indebtedness; • we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms; • we may violate any restrictive covenants in our loan documents, which could entitle the lenders to accelerate our debt obligations; • we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements, the hedge agreements may not effectively hedge the interest rate fluctuation risk, and, upon the expiration of any hedge agreements we do have, we will be exposed to the then-existing market rates of interest and future interest rate volatility with respect to debt that is currently hedged; we could also be declared in default on our hedge agreements if we default on the underlying debt that we are hedging; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases; • our default under any of our indebtedness with cross default provisions could result in a default on other indebtedness; and • any foreclosure on our properties could also create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT distribution requirements imposed by the Code. 17 The rents we receive from new leases may be less than our asking rents, and we may experience rent roll-down from time to time.
Our substantial indebtedness, and the limitations and other constraints imposed on us by our debt agreements, especially during economic downturns when credit is harder to obtain, could adversely affect us, including the following: • periods of rising or elevated interest rates may 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; • our cash flows may be insufficient to meet our required principal and interest payments; • servicing our borrowings may leave us with insufficient cash to operate our properties or to pay the distributions necessary to maintain our REIT qualification; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our existing indebtedness; • we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms; • we may violate any restrictive covenants in our loan documents, which could entitle the lenders to accelerate our debt obligations; • we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements, the hedge agreements may not effectively hedge the interest rate fluctuation risk, and, upon the expiration of any hedge agreements we do have, we will be exposed to the then-existing market rates of interest and future interest rate volatility with respect to debt that is currently hedged; we could also be declared in default on our hedge agreements if we default on the underlying debt that we are hedging; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases; • our default under any of our indebtedness with cross default provisions could result in a default on other indebtedness; and • any foreclosure on our properties could also create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT distribution requirements imposed by the Code. 17 The rents we receive from new leases may be less than our asking rents, and we may experience rent roll-down from time to time.
Any failure to comply with these regulations could result in fines, penalties and/or the loss of certain tax benefits and the forfeiture of rents. We may be unable to complete acquisitions that would grow our business, or successfully integrate and operate acquired properties. Our planned growth strategy includes the disciplined acquisition of properties as opportunities arise.
Any failure to comply with these regulations could result in fines, penalties and/or the loss of certain tax benefits and the forfeiture of rents. 21 We may be unable to complete acquisitions that would grow our business, or successfully integrate and operate acquired properties. Our planned growth strategy includes the disciplined acquisition of properties as opportunities arise.
Even when there is a favorable outcome, litigation may result in substantial expenses and significantly divert the attention of our management with a similar adverse effect on us. 31 If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.
Even when there is a favorable outcome, litigation may result in substantial expenses and significantly divert the attention of our management with a similar adverse effect on us. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.
Under their employment agreements, certain of our executive officers will receive severance if they are terminated without cause or resign for good reason. We have employment agreements with our CEO, Jordan L. Kaplan, and our COO, Kenneth M.
Under their employment agreements, certain of our executive officers will receive severance if they are terminated without cause or resign for good reason. We have employment agreements with our CEO, Jordan L. Kaplan, and our President and COO, Kenneth M.
Properties—Office Industry Diversification as of December 31, 2024.” 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.
Properties—Office Industry Diversification as of December 31, 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.
The likelihood 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.
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.
Below is a summary of our risk factors: Risks Related to Our Properties and Our Business • S ustained 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. • Economic and political changes could adversely affect our business, operating results, cash flows, financial position, our ability to pay dividends and distributions, and the market price of our common stock. • All of our properties are located in Los Angeles County, California, and Honolulu, Hawaii, and we are therefore exposed to greater risk than if we owned a more geographically diverse portfolio.
Below is a summary of our risk factors: Risks Related to Our Properties and Our Business • The 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. • Economic and political changes could adversely affect our business, operating results, cash flows, financial position, our ability to pay dividends and distributions, and the market price of our common stock. • All of our properties are located in Los Angeles County, California, and Honolulu, Hawaii, and we are therefore exposed to greater risk than if we owned a more geographically diverse portfolio.
Consequently, prolonged periods of higher 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.
Consequently, prolonged periods of elevated 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.
A sustained or further increase in inflation could have adverse impacts on our business, including: • an increase in our rental operating costs and our general and administrative costs; • our inability to increase rental rates at the same rate as inflation; • reduction in tenant demand for our properties if we are able to increase rental rates at the same rate as inflation; • our inability to recover higher rental operating costs from our office tenants; • higher operating costs billed to our office tenants, which could reduce tenant demand for our office properties; • higher interest rates, which could: (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 recurring capital expenditures to maintain our properties; • an increase in construction costs, which would increase the cost of development and respositioning 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; • reduced cash flows, which would adversely impact our ability to pay dividends and distributions.
Sustained or further increases in inflation could have adverse impacts on our business, including: • an increase in our rental operating costs and our general and administrative costs; • our inability to increase rental rates at the same rate as inflation; • reduction in tenant demand for our properties if we are able to increase rental rates at the same rate as inflation; • our inability to recover higher rental operating costs from our office tenants; • higher operating costs billed to our office tenants, which could reduce tenant demand for our office properties; • elevated or increasing interest rates may: (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 recurring capital expenditures to maintain our properties; • an increase in construction costs, which would increase the cost of development and repositioning 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; • reduced cash flows, which would adversely impact our ability to pay dividends and distributions.
In addition, historically, during periods of 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.
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.
Additionally, any distributions we make to our non-U.S. stockholders that are attributable to gain from the sale of any USRPI will also generally be subject to FIRPTA tax and applicable withholdings, unless the recipient non-U.S. stockholder has not owned more than 10% of our common stock at any time during the year preceding the distribution and our common stock is treated as being “regularly traded”. 30 General Risks Security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our IT networks and related systems could harm our business.
Additionally, any distributions we make to our non-U.S. stockholders that are attributable to gain from the sale of any USRPI will also generally be subject to FIRPTA tax and applicable withholdings, unless the recipient non-U.S. stockholder has not owned more than 10% of our common stock at any time during the year preceding the distribution and our common stock is treated as being “regularly traded”. 30 General Risks Security breaches through cyber attacks, cyber intrusions or otherwise, could cause loss of confidential information, as well as significant disruptions of our IT networks and related systems, which could harm our business.
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 earthquakes, tsunamis, hurricanes, volcanoes, drought, wind, floods, landslides and fires.
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, volcano eruptions, drought, wind, floods and landslides.
To the extent that we do so, we are subject to certain risks, including the following: • 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, tariffs, duties or restrictions); • We may be unable to lease the developed or redeveloped properties at budgeted rental rates or lease up the property within budgeted time frames; • We may devote time and expend funds on development or redevelopment of properties that we may not complete; • We may encounter delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, and building, occupancy and other required governmental permits and authorizations, and our costs to comply with the conditions imposed by such permits and authorizations could increase; • We may encounter delays, refusals and unforeseen cost increases resulting from third-party litigation or objections; and • We may fail to obtain the financial results expected from properties we develop or redevelop; 22 We are exposed to certain risks when we enter into JVs or issue securities of our subsidiaries, including our Operating Partnership.
To the extent that we do so, we are subject to certain risks, including the following: • 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 be unable to lease the developed or redeveloped properties at budgeted rental rates or lease up the property within budgeted time frames; • We may devote time and expend funds on development or redevelopment of properties that we may not complete; • We may encounter delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, and building, occupancy and other required governmental permits and authorizations, and our costs to comply with the conditions imposed by such permits and authorizations could increase; • We may encounter delays, refusals and unforeseen cost increases resulting from third-party litigation or objections; and 22 • We may fail to obtain the financial results expected from properties we develop or redevelop.
While to date we have experienced no cyberattacks 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.
While to date we have experienced no cyber 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.
From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. An unfavorable resolution of litigation could adversely affect us.
Litigation could have an adverse effect on our business. From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. An unfavorable resolution of litigation could adversely affect us.
At December 31, 2024, our executive officers owned 3% of our outstanding common stock, but they would own 16% if all of their outstanding LTIPs and OP Units were converted into common stock.
At December 31, 2025, our executive officers owned 3% of our outstanding common stock, but they would own 17% if all of their outstanding LTIPs and OP Units were converted into common stock.
As of December 31, 2024, 0.9% of the units in our multifamily portfolio were available for lease, and substantially all of the leases in our multifamily portfolio must be renewed within the next year.
As of December 31, 2025, 0.5% of the units in our multifamily portfolio were available for lease, and substantially all of the leases in our multifamily portfolio must be renewed within the next year.
As of December 31, 2024, we had approximately $5.5 billion of debt outstanding, of which $2.3 billion is floating rate debt, which exposes us to interest rate fluctuation risk. See Note 8 to our consolidated financial statements in Item 15 of this Report for more detail regarding our consolidated debt.
As of December 31, 2025, we had approximately $5.6 billion of debt outstanding, of which $1.6 billion is floating rate debt, which exposes us to interest rate fluctuation risk. See Note 8 to our consolidated financial statements in Item 15 of this Report for more detail regarding our consolidated debt.
General Risks • Security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our IT networks and related systems could harm our business. • Litigation could have an adverse effect on our business. • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. • New accounting pronouncements could adversely affect our operating results or the reported financial performance of our tenants. 14 Risks Related to Our Properties and Our Business Sustained 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.
General Risks • Security breaches through cyber attacks, cyber intrusions or otherwise, could cause loss of confidential information, as well as significant disruptions of our IT networks and related systems, which could harm our business. • The use of AI technologies presents certain risks that may adversely affect our business and operations. • Litigation could have an adverse effect on our business. • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. • New accounting pronouncements could adversely affect our operating results or the reported financial performance of our tenants. 14 Risks Related to Our Properties and Our Business The 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.
We face risks associated with security breaches, 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 persons with access to systems inside our organization, human or technological error, and other significant disruptions of our IT networks and related systems.
We face risks associated with security 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 security issues with our and third party IT systems.
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. We face intense competition, which could adversely impact the occupancy and rental rates 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. We face intense competition, which could adversely impact the occupancy and rental rates of our properties.
Since the COVID-19 pandemic, the consumer price index has increased substantially. Federal policies and recent global events may exacerbate increases in the consumer price index.
In recent years, the consumer price index has increased substantially and remains elevated. Federal policies and recent global events may exacerbate recent increases in the consumer price index.
As of December 31, 2024, 18.9% of the square footage in our total office portfolio was available for lease and 12.4% was scheduled to expire in 2025.
As of December 31, 2025, 19.7% of the square footage in our total office portfolio was available for lease and 11.7% was scheduled to expire in 2026.
As of December 31, 2024, as a percentage of our annualized base rental revenue for the stabilized portfolio, 19.2% of our tenants operated in the legal industry, 16.1% in the financial services industry, 13.4% in the real estate industry and 10.0% in the entertainment industry.
As of December 31, 2025, as a percentage of our annualized base rental revenue for the stabilized portfolio, 19.7% of our tenants operated in the legal industry, 16.8% in the financial services industry, 13.3% in the real estate industry and 9.9% in the health services industry.
We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Litigation could have an adverse effect on our business.
We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. 31 The use of AI technologies presents certain risks that may adversely affect our business and operations.
The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, 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.
The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer 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, 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.
Added
We are exposed to certain risks when we enter into JVs or issue securities of our subsidiaries, including our Operating Partnership.
Added
Remote and hybrid working arrangements at many third party providers also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
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The use of AI has further enhanced malicious actors’ ability to conduct sophisticated attacks, often at a low cost, including through the use of deepfake and similar social engineering techniques and technologies.
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We are beginning to use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively, “AI Technologies”) in our business. For example, we are exploring the use of AI Technologies in reviewing lease documents. We expect that increased investment could be required in the future to continuously improve our use of AI Technologies.
Added
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
Added
In particular, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThere can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. 32 We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations or financial condition.
Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations or financial condition.
Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff, or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, led by our CIO, is responsible for assessing and managing our significant risks from cyber security threats.
Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff, or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, led by our CIO, is responsible for assessing and managing our significant risks from cybersecurity threats.
Item 1C. Cybersecurity Risk Management and Strategy We have developed a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. Our program is based on frameworks provided by the Center for Internet Security Controls.
Item 1C. Cybersecurity Risk Management and Strategy We have developed a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. 32 Our program is based on frameworks provided by the Center for Internet Security Controls.
The use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; d. An incident response plan with procedures for responding to cybersecurity incidents; e. Cybersecurity awareness training of our employees, and senior management; and f. A third-party risk management process for service providers, suppliers and vendors.
The use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; d. An incident response plan with procedures for responding to cybersecurity incidents; and e. Cybersecurity awareness training of our employees, and senior management.
See “Risk Factors in Item 1A." Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to our Audit Committee (Committee) oversight of cybersecurity and other information technology risks. The Committee receives periodic reports from management on our cybersecurity risks.
See “Risk Factors in Item 1A." Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to our Audit Committee (Committee) oversight of cybersecurity and other IT risks. The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee as necessary, regarding any significant cybersecurity incidents.
In addition, management updates the Committee as necessary, regarding any significant cybersecurity incidents. The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cybersecurity risk management program.
The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cybersecurity risk management program.
The team has primary responsibility for our overall cybersecurity risk management program. Our management team’s experience includes multiple team members with 56 collective years of relevant experience with Douglas Emmett, Inc. The team has extensive knowledge of the technologies and applications addressed by the cybersecurity risk management program.
The team has extensive knowledge of the technologies and applications addressed by the cybersecurity risk management program.
Added
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Added
Our CIO has the primary responsibility for our overall cybersecurity risk management program. Our CIO has 35 years of experience in building, implementing and administering technology solutions, with half that time dedicated to Douglas Emmett, Inc.
Added
He is responsible for developing our current systems environment, which leverages SaaS (Software as a Service) vendors, and for overseeing the security controls framework around our systems environment. Our management team’s experience includes multiple team members with 60 collective years of relevant experience with Douglas Emmett, Inc.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn-Service Office Portfolio Industry Diversification as of December 31, 2024 Industry Number of Leases Annualized Rent as a Percent of Total Legal 565 19.2 % Financial Services 364 16.1 % Real Estate 317 13.4 % Entertainment 136 10.0 % Health Services 398 9.9 % Accounting & Consulting 296 9.0 % Retail 163 5.6 % Technology 93 5.0 % Insurance 89 3.1 % Public Administration 76 2.7 % Educational Services 38 2.6 % Manufacturing & Distribution 56 1.3 % Advertising 32 0.9 % Other 58 1.2 % Total 2,681 100.0 % 35 In-Service Office Portfolio Lease Expirations as of December 31, 2024 (assuming non-exercise of renewal options and early termination rights) Year of Lease Expiration Number of Leases Rentable Square Feet Expiring Square Feet as a Percent of Total Annualized Rent at December 31, 2024 Annualized Rent as a Percent of Total Annualized Rent Per Leased Square Foot (1) Annualized Rent Per Leased Square Foot at Expiration (2) Short Term Leases 78 276,441 1.6 % $ 10,634,698 1.6 % $ 38.47 $ 38.47 2025 588 2,175,630 12.4 103,472,304 15.9 47.56 48.25 2026 541 2,296,875 13.1 106,651,942 16.5 46.43 48.73 2027 458 2,134,512 12.2 101,348,084 15.6 47.48 51.39 2028 360 1,682,178 9.6 78,718,502 12.1 46.80 51.97 2029 234 1,289,692 7.3 57,825,703 8.9 44.84 51.43 2030 147 1,180,015 6.7 58,829,972 9.1 49.86 55.93 2031 90 630,104 3.6 30,061,478 4.6 47.71 57.02 2032 52 490,897 2.8 22,927,465 3.5 46.71 58.31 2033 53 389,428 2.2 20,247,403 3.1 51.99 68.86 2034 34 276,705 1.6 12,387,505 1.9 44.77 62.25 Thereafter 46 888,826 5.1 46,956,297 7.2 52.83 74.73 Subtotal/weighted average 2,681 13,711,303 78.2 650,061,353 100.0 47.41 53.39 Signed leases not commenced 329,125 1.9 Available 3,316,355 18.9 Building management use 107,145 0.6 BOMA adjustment (3) 60,530 0.4 Total/Weighted Average 2,681 17,524,458 100.0 % $ 650,061,353 100.0 % $ 47.41 $ 53.39 _____________________________________________________ (1) Represents Annualized Rent at December 31, 2024 divided by leased square feet.
Biggest changeIn-Service Office Portfolio Industry Diversification as of December 31, 2025 Industry Number of Leases Annualized Rent as a Percent of Total Legal 597 19.7 % Financial Services 368 16.8 % Real Estate 315 13.3 % Health Services 396 9.9 % Entertainment 127 9.7 % Accounting & Consulting 304 9.2 % Retail 162 5.8 % Technology 88 5.0 % Insurance 85 3.0 % Public Administration 71 2.6 % Educational Services 37 2.2 % Manufacturing & Distribution 49 1.3 % Advertising 30 0.9 % Other 53 0.6 % Total 2,682 100.0 % 35 In-Service Office Portfolio Lease Expirations as of December 31, 2025 (assuming non-exercise of renewal options and early termination rights) Year of Lease Expiration Number of Leases Rentable Square Feet Expiring Square Feet as a Percent of Total Annualized Rent at December 31, 2025 Annualized Rent as a Percent of Total Annualized Rent Per Leased Square Foot (1) Annualized Rent Per Leased Square Foot at Expiration (2) Short Term Leases 69 243,726 1.4 % $ 8,959,051 1.4 % $ 36.76 $ 36.76 2026 566 2,044,738 11.7 94,002,952 14.6 45.97 46.45 2027 543 2,256,727 12.9 106,378,736 16.5 47.14 49.74 2028 509 2,096,422 12.0 96,840,247 15.0 46.19 50.29 2029 328 1,637,970 9.3 72,985,214 11.3 44.56 48.53 2030 247 1,460,070 8.3 71,551,307 11.1 49.01 55.94 2031 167 1,019,033 5.8 49,019,854 7.6 48.10 54.57 2032 69 621,960 3.5 30,950,944 4.8 49.76 57.27 2033 66 495,474 2.8 25,824,145 4.0 52.12 66.23 2034 38 359,311 2.1 17,598,526 2.7 48.98 63.50 2035 35 333,504 1.9 16,799,573 2.6 50.37 67.11 Thereafter 45 946,246 5.4 53,111,630 8.4 56.13 77.60 Subtotal/weighted average 2,682 13,515,181 77.1 644,022,179 100.0 47.65 53.68 Signed leases not commenced 422,231 2.4 Available 3,439,897 19.7 Building management use 107,696 0.6 BOMA adjustment (3) 41,063 0.2 Total/Weighted Average 2,682 17,526,068 100.0 % $ 644,022,179 100.0 % $ 47.65 $ 53.68 _____________________________________________________ (1) Represents Annualized Rent at December 31, 2025 divided by leased square feet.
Our multifamily portfolio includes a large number of units that, due to Santa Monica rent control laws, have had only modest rent increases since 1979. During 2024, when a tenant vacated one of these units, we incurred on average $61 thousand per unit to bring the unit up to our standards. We classify these capital expenditures as non-recurring.
Our multifamily portfolio includes a large number of units that, due to Santa Monica rent control laws, have had only modest rent increases since 1979. During 2025, when a tenant vacated one of these units, we incurred on average $58 thousand per unit to bring the unit up to our standards. We classify these capital expenditures as non-recurring.
In calculating market share, we adjusted the rentable square footage by: (i) removing 67,000 rentable square feet for an office building in Honolulu that we are converting to residential apartments from both our rentable square footage and that of the region, and (ii) to add a 218,000 square foot property located just outside the Beverly Hills city limits to both the numerator and the denominator.
In calculating market share, we adjusted the rentable square footage by: (i) removing 62,000 rentable square feet for an office building in Honolulu that we are converting to residential apartments from both our rentable square footage and that of the region, and (ii) adding a 218,000 square foot property located just outside the Beverly Hills city limits to both the numerator and the denominator.
(2) We excluded the following properties in accordance with our definition of Recurring Capital Expenditures: • For 2024, we excluded two properties with an aggregate 457 units. • For 2023, we excluded two properties with an aggregate 563 units. • For 2022, we excluded two properties with an aggregate 1,088 units. 38
(2) We excluded the following properties in accordance with our definition of Recurring Capital Expenditures: • For 2025, we excluded one property with an aggregate 69 units. • For 2024, we excluded two properties with an aggregate 457 units. • For 2023, we excluded two properties with an aggregate 563 units. 38
Year Ended December 31, 2024 2023 2022 Recurring Capital Expenditures (1)(2) $ 3,342,407 $ 2,978,083 $ 3,092,613 Total units (1)(2) 4,015 4,013 3,925 Recurring Capital Expenditures per unit (1)(2) $ 832 $ 747 $ 807 ____________________________________________________ (1) Recurring Capital Expenditures include costs associated with the turnover of units.
Year Ended December 31, 2025 2024 2023 Recurring Capital Expenditures (1)(2) $ 3,356,058 $ 3,342,407 $ 2,978,083 Total units (1)(2) 4,410 4,015 4,013 Recurring Capital Expenditures per unit (1)(2) $ 762 $ 832 $ 747 ____________________________________________________ (1) Recurring Capital Expenditures include costs associated with the turnover of units.
Year Ended December 31, 2024 2023 2022 Recurring Capital Expenditures (1) $ 3,324,572 $ 3,279,814 $ 4,224,496 Total square feet (1) 14,851,645 14,851,645 14,851,378 Recurring Capital Expenditures per square foot (1) $ 0.22 $ 0.22 $ 0.28 ____________________________________________________ (1) We excluded the following properties in accordance with our definition of Recurring Capital Expenditures: • For 2024, we excluded ten properties with an aggregate 2.7 million square feet. • For 2023, we excluded ten properties with an aggregate 2.7 million square feet. • For 2022, we excluded eleven properties with an aggregate 2.8 million square feet. 37 In-Service Multifamily Portfolio Summary as of December 31, 2024 Submarket Number of Properties Number of Units Units as a Percent of Total Los Angeles Santa Monica 3 940 21 % West Los Angeles 6 964 22 % Honolulu 4 2,487 57 Total 13 4,391 100 % Submarket Percent Leased Annualized Rent (1) Monthly Rent Per Leased Unit Los Angeles Santa Monica 98.8 % $ 50,410,704 $ 4,532 West Los Angeles 98.7 54,535,128 4,799 Honolulu 99.3 69,549,132 2,352 Total / Weighted Average 99.1 % $ 174,494,964 $ 3,352 _______________________________________________________ (1) The multifamily portfolio also includes: (i) 72,613 square feet consisting of ancillary retail space at three properties and the remaining office space at a building undergoing conversion from office to residential, and (ii) 712 apartment units at Barrington Plaza which is undergoing redevelopment.
Year Ended December 31, 2025 2024 2023 Recurring Capital Expenditures (1) $ 2,825,003 $ 3,324,572 $ 3,279,814 Total square feet (1) 14,782,611 14,851,645 14,851,645 Recurring Capital Expenditures per square foot (1) $ 0.19 $ 0.22 $ 0.22 ____________________________________________________ (1) We excluded the following properties in accordance with our definition of Recurring Capital Expenditures: • For 2025, we excluded ten properties with an aggregate 2.7 million square feet. • For 2024, we excluded ten properties with an aggregate 2.7 million square feet. • For 2023, we excluded ten properties with an aggregate 2.7 million square feet. 37 In-Service Multifamily Portfolio Summary as of December 31, 2025 Submarket Number of Properties Number of Units Units as a Percent of Total Los Angeles Santa Monica 3 940 21 % West Los Angeles 6 964 22 % Honolulu 4 2,506 57 % Total 13 4,410 100 % Submarket Percent Leased Annualized Rent (1) Monthly Rent Per Leased Unit Los Angeles Santa Monica 99.7 % $ 52,298,052 $ 4,656 West Los Angeles 99.0 55,700,724 4,881 Honolulu 99.7 72,572,184 2,427 Total / Weighted Average 99.5 % $ 180,570,960 $ 3,436 _______________________________________________________ (1) The multifamily portfolio also includes: (i) 72,613 square feet consisting of ancillary retail space at three properties and the remaining office space at a building undergoing conversion from office to residential, and (ii) 712 apartment units at The Landmark Residences (formerly Barrington Plaza) which is undergoing redevelopment.
Year Ended December 31, 2024 2023 2022 Renewal leases (1) Number of leases 556 576 571 Square feet 2,763,902 2,359,780 2,416,521 Tenant improvement costs per square foot (2) $ 16.37 $ 11.15 $ 11.06 Leasing commission costs per square foot (2) 9.71 5.98 5.86 Total costs per square foot (2) $ 26.08 $ 17.13 $ 16.92 New leases (1) Number of leases 298 289 343 Square feet 881,884 792,716 1,225,024 Tenant improvement costs per square foot (2) $ 20.17 $ 21.69 $ 27.68 Leasing commission costs per square foot (2) 8.46 7.39 9.26 Total costs per square foot (2) $ 28.63 $ 29.08 $ 36.94 Total leases (1) Number of leases 854 865 914 Square feet 3,645,786 3,152,496 3,641,545 Tenant improvement costs per square foot (2) $ 17.29 $ 13.80 $ 16.65 Leasing commission costs per square foot (2) 9.41 6.34 7.01 Total costs per square foot (2) $ 26.70 $ 20.14 $ 23.66 ______________________________________________________ (1) Excludes square feet for ancillary retail space.
Year Ended December 31, 2025 2024 2023 Renewal leases (1) Number of leases 579 556 576 Square feet 2,349,466 2,763,902 2,359,780 Tenant improvement costs per square foot (2) $ 13.64 $ 16.37 $ 11.15 Leasing commission costs per square foot (2) 6.95 9.71 5.98 Total costs per square foot (2) $ 20.59 $ 26.08 $ 17.13 New leases (1) Number of leases 280 298 289 Square feet 915,565 881,884 792,716 Tenant improvement costs per square foot (2) $ 24.89 $ 20.17 $ 21.69 Leasing commission costs per square foot (2) 8.79 8.46 7.39 Total costs per square foot (2) $ 33.68 $ 28.63 $ 29.08 Total leases (1) Number of leases 859 854 865 Square feet 3,265,031 3,645,786 3,152,496 Tenant improvement costs per square foot (2) $ 16.80 $ 17.29 $ 13.80 Leasing commission costs per square foot (2) 7.47 9.41 6.34 Total costs per square foot (2) $ 24.27 $ 26.70 $ 20.14 ______________________________________________________ (1) Excludes square feet for ancillary retail space.
(4) Square footage (rounded) expires as follows: 89,000 square feet in 2027 and 30,000 square feet in 2028, and 26,000 square feet in 2030. (5) Square footage (rounded) expires as follows: 34,000 square feet in 2029; 46,000 square feet in 2035; 31,000 square feet in 2037 and 74,000 square feet in 2038.
(4) Square footage (rounded) expires as follows: 89,000 square feet in 2027; 30,000 square feet in 2028; and 26,000 square feet in 2030.
(2) Tenant has the option to terminate its lease in 2033. (3) Square footage (rounded) expires as follows: 4 leases totaling 119,000 square feet in 2025; 5 leases totaling 32,000 square feet in 2026; 1 lease totaling 8,000 square feet in 2028; 2 leases totaling 28,000 square feet in 2029; and 2 leases totaling 14,000 square feet in 2033.
(5) Square footage (rounded) expires as follows: 5 leases totaling 60,000 square feet in 2026; 2 leases totaling 18,000 square feet in 2028; 2 leases totaling 28,000 square feet in 2029; 1 lease totaling 12,000 square feet in 2030; 1 lease totaling 18,000 square feet in 2031; and 2 leases totaling 14,000 square feet in 2033.
In-Service Office Portfolio Summary as of December 31, 2024 Region Westside Valley Honolulu Total / Weighted Average Number of Office Properties 52 15 2 69 Our Rentable Square Feet 9,999,051 6,334,572 1,190,835 17,524,458 Region Rentable Square Feet (1) 40,389,795 13,969,773 5,333,142 59,692,710 Our Market Share (2) 34.6 % 47.1 % 22.3 % 38.3 % Our Percent Leased 81.3 % 78.7 % 91.2 % 81.1 % Our Annualized Rent $ 445,878,182 $ 165,255,005 $ 38,928,166 $ 650,061,353 Annualized Rent Per Leased Square Foot (3) $ 57.29 $ 33.97 $ 36.58 $ 47.41 Monthly Rent Per Leased Square Foot (3) $ 4.77 $ 2.83 $ 3.05 $ 3.95 _______________________________________________ (1) The rentable square feet in each region is based on the Rentable Square Feet as reported in the 2024 fourth quarter CBRE Marketview report for our submarkets in that region.
In-Service Office Portfolio Summary as of December 31, 2025 Region Westside Valley Honolulu Total / Weighted Average Number of Office Properties 52 15 2 69 Our Rentable Square Feet 10,000,661 6,334,572 1,190,835 17,526,068 Region Rentable Square Feet (1) 39,387,351 13,889,773 5,339,375 58,616,499 Our Market Share (2) 36.0 % 47.5 % 22.3 % 39.2 % Our Percent Leased 79.7 % 79.7 89.9 % 80.4 % Our Annualized Rent $ 438,390,903 $ 166,339,123 $ 39,292,153 $ 644,022,179 Annualized Rent Per Leased Square Foot (3) $ 57.49 $ 34.29 $ 37.84 $ 47.65 Monthly Rent Per Leased Square Foot (3) $ 4.79 $ 2.86 $ 3.15 $ 3.97 _______________________________________________ (1) The rentable square feet in each region is based on the Rentable Square Feet as reported in the 2025 fourth quarter CBRE Marketview report for our submarkets in that region.
In-Service Office Portfolio Lease Diversification as of December 31, 2024 Portfolio Tenant Size Median Average Square feet 2,400 5,100 Office Leases Rentable Square Feet Annualized Rent Square Feet Under Lease Number Percent Amount Percent Amount Percent 2,500 or less 1,368 51.0 % 1,976,618 14.4 % $ 87,595,970 13.5 % 2,501-10,000 998 37.3 4,874,114 35.6 225,471,220 34.7 10,001-20,000 205 7.7 2,811,564 20.5 134,560,315 20.7 20,001-40,000 81 3.0 2,196,685 16.0 103,913,375 16.0 40,001-100,000 28 1.0 1,599,921 11.7 81,512,424 12.5 Greater than 100,000 1 — 252,401 1.8 17,008,049 2.6 Total for all leases 2,681 100.0 % 13,711,303 100.0 % $ 650,061,353 100.0 % 34 In-Service Office Portfolio Largest Tenants as of December 31, 2024 The table below presents tenants paying 1% or more of our aggregate Annualized Rent: Tenant Number of Leases Number of Properties Lease Expiration (1) Total Leased Square Feet Percent of Rentable Square Feet Annualized Rent Percent of Annualized Rent William Morris Endeavor (2) 1 1 2037 252,401 1.4 $ 17,008,049 2.6 UCLA (3) 14 8 2025-2033 200,854 1.1 11,823,902 1.8 Morgan Stanley (4) 5 5 2027-2030 144,688 0.8 11,059,917 1.7 Equinox Fitness (5) 6 5 2029-2038 185,236 1.0 10,681,307 1.6 NKSFB 2 2 2030 135,066 0.8 6,950,547 1.1 Total 28 21 918,245 5.1 % $ 57,523,722 8.8 % ______________________________________________________ (1) Expiration dates are per lease (expiration dates do not reflect storage and similar leases).
In-Service Office Portfolio Lease Diversification as of December 31, 2025 Portfolio Tenant Size Median Average Square feet 2,400 5,000 Office Leases Rentable Square Feet Annualized Rent Square Feet Under Lease Number Percent Amount Percent Amount Percent 2,500 or less 1,372 51.1 % 1,981,021 14.7 % $ 87,392,272 13.6 % 2,501-10,000 1,002 37.4 4,885,656 36.1 225,735,926 35.0 10,001-20,000 200 7.5 2,757,100 20.4 132,099,727 20.5 20,001-40,000 82 3.1 2,191,421 16.2 106,190,884 16.5 40,001-100,000 25 0.9 1,444,099 10.7 74,835,243 11.6 Greater than 100,000 1 — 255,884 1.9 17,768,127 2.8 Total for all leases 2,682 100.0 % 13,515,181 100.0 % $ 644,022,179 100.0 % 34 In-Service Office Portfolio Largest Tenants as of December 31, 2025 The table below presents tenants paying 1% or more of our aggregate Annualized Rent: Tenant Number of Leases Number of Properties Lease Expiration (1) Total Leased Square Feet Percent of Rentable Square Feet Annualized Rent Percent of Annualized Rent William Morris Endeavor (2) 1 1 2037 255,884 1.4 $ 17,768,127 2.8 Equinox Fitness (3) 6 5 2029-2038 185,236 1.1 11,094,444 1.7 Morgan Stanley (4) 5 5 2027-2030 145,062 0.8 11,076,807 1.7 UCLA (5) 13 8 2026-2033 151,431 0.9 8,461,101 1.3 NKSFB 2 2 2030 135,066 0.8 7,150,417 1.1 Total 27 21 872,679 5.0 % $ 55,550,896 8.6 % ______________________________________________________ (1) Expiration dates are per lease (expiration dates do not reflect storage and similar leases).
Added
(2) Tenant has the option to terminate its lease in 2033. (3) Square footage (rounded) expires as follows: 34,000 square feet in 2029; 46,000 square feet in 2035; 31,000 square feet in 2037, and 74,000 square feet in 2038.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed4 unchanged
Biggest changePeriod Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 DEI 100.00 69.14 82.11 40.33 39.57 53.26 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 NAREIT Equity (1) 100.00 92.00 131.78 99.67 113.35 123.25 Peer group (2) 100.00 68.17 82.81 46.91 55.78 67.46 _____________________________________________ (1) FTSE NAREIT Equity REITs index. (2) Consists of BXP, Inc.
Biggest changePeriod Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 DEI 100.00 118.75 58.32 57.23 77.02 48.13 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 NAREIT Equity (1) 100.00 143.24 108.34 123.21 133.97 137.83 Peer group (2) 100.00 121.48 68.82 81.82 98.96 86.38 _____________________________________________ (1) FTSE NAREIT Equity REITs index. (2) Consists of BXP, Inc.
The graph below compares the cumulative total return on our common stock from December 31, 2019 to December 31, 2024 to the cumulative total return of the S&P 500, NAREIT Equity and an appropriate “peer group” index (assuming a $100 investment in our common stock and in each of the indexes on December 31, 2019, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable fiscal year).
The graph below compares the cumulative total return on our common stock from December 31, 2020 to December 31, 2025 to the cumulative total return of the S&P 500, NAREIT Equity and an appropriate “peer group” index (assuming a $100 investment in our common stock and in each of the indexes on December 31, 2020, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable fiscal year).
The table below presents the dividends declared for our common stock as reported by the NYSE: First Quarter Second Quarter Third Quarter Fourth Quarter 2024 Dividend declared $ 0.19 $ 0.19 $ 0.19 $ 0.19 2023 Dividend declared $ 0.19 $ 0.19 $ 0.19 $ 0.19 Holders of Record We had seven holders of record of our common stock on February 7, 2025.
The table below presents the dividends declared for our common stock as reported by the NYSE: First Quarter Second Quarter Third Quarter Fourth Quarter 2025 Dividend declared $ 0.19 $ 0.19 $ 0.19 $ 0.19 2024 Dividend declared $ 0.19 $ 0.19 $ 0.19 $ 0.19 Holders of Record We had seven holders of record of our common stock on February 13, 2026.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Common Stock; Dividends Our common stock is traded on the NYSE under the symbol “DEI”. On December 31, 2024, the closing price of our common stock was $18.56.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Common Stock; Dividends Our common stock is traded on the NYSE under the symbol “DEI”. On December 31, 2025, the closing price of our common stock was $10.99.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+26 added−34 removed45 unchanged
Biggest changeOur portfolio statistics and operating metrics as of December 31, 2024 were as follows: In-Service Portfolio Development Portfolio Total Office Portfolio Number of Properties 69 1 70 Rentable square feet 17,524,458 456,205 17,980,663 Multifamily Portfolio Number of Properties 13 1 14 Number of Units 4,391 712 5,103 In-Service Portfolio Leasing Statistics Office Portfolio Leased Rate 81.1 % Occupancy Rate 79.2 % Multifamily Portfolio Leased Rate 99.1 % Revenues by Segment and Location During 2024, revenues from our Consolidated Portfolio were derived as follows: ____ 41 Debt and Equity Transactions, Development and Repositioning Projects, and Other Transactions Debt and Equity Transactions During the first quarter of 2024 : • We acquired an additional 20.2% of the equity in our unconsolidated Fund, Partnership X, which increased our ownership interest in the Fund to 74.0% . • We acqui red 166 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 461 OP Un its for $6 thousand in cash. • In connection with the Barrington Plaza loan, w e signed a construction completion guarantee.
Biggest changeOur portfolio statistics and operating metrics as of December 31, 2025 were as follows: In-Service Portfolio Development Portfolio Total Portfolio Office Portfolio Number of Properties 69 1 70 Rentable square feet 17,526,068 456,205 17,982,273 Multifamily Portfolio Number of Properties 13 2 15 Number of Units 4,410 1,035 5,445 In-Service Portfolio Leasing Statistics Office Portfolio Leased Rate 80.4 % Occupancy Rate 78.0 % Multifamily Portfolio Leased Rate 99.5 % Revenues by Segment and Location During 2025, revenues from our Total Portfolio were derived as follows: ____ 41 Acquisitions, Debt and Equity Transactions, and Development and Repositioning Projects Acquisitions, Debt and Equity Transactions During the first quarter of 2025 : • 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.
Rental Rate Trends - Total Portfolio Office Rental Rates The table below presents the average annual rental rate per leased square foot and the annualized lease transaction costs per leased square foot for leases executed in our total office portfolio during the respective periods. Commencing with the fourth quarter of 2024, the table below presents only our In-Service Portfolio.
Office Rental Rates The table below presents the average annual rental rate per leased square foot and the annualized lease transaction costs per leased square foot for leases executed in our total office portfolio during the respective periods. Commencing with the fourth quarter of 2024, the table below presents only our In-Service Portfolio.
FFO Reconciliation to GAAP The table below reconciles our FFO (the FFO attributable to our common stockholders and noncontrolling interests in our Operating Partnership - which includes our share of our consolidated JVs and our unconsolidated Fund's FFO) to net income (loss) attributable to common stockholders (the most directly comparable GAAP measure).
FFO Reconciliation to GAAP The table below reconciles our FFO (the FFO attributable to our common stockholders and noncontrolling interests in our Operating Partnership - which includes our share of our consolidated JVs and our unconsolidated Fund's FFO) to net income attributable to common stockholders (the most directly comparable GAAP measure).
Based upon such periodic assessments we did not record any impairment losses for our long-lived assets during 2024, 2023 or 2022. 53 Revenue Recognition - Collectibility of lease payments from office tenants In accordance with Topic 842, if collectibility of lease payments is not probable at the commencement date, then we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis.
Based upon such periodic assessments we did not record any impairment losses for our long-lived assets during 2025, 2024 or 2023. 53 Revenue Recognition - Collectibility of lease payments from office tenants In accordance with Topic 842, if collectibility of lease payments is not probable at the commencement date, then we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis.
We plan to meet our long-term liquidity needs through long-term secured non-recourse debt, the issuance of equity securities, including common stock and OP Units, as well as property dispositions and JV transactions. We generally only use non-recourse debt, secured by our properties. As of the date of this report, approximately 44% of our total office portfolio was unencumbered.
We plan to meet our long-term liquidity needs through long-term secured non-recourse debt, the issuance of equity securities, including common stock and OP Units, as well as property dispositions and JV transactions. We generally only use non-recourse debt, secured by our properties. As of the date of this report, approximately 43% of our total office portfolio was unencumbered.
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, 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.
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, 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.
Comparison of 2023 to 2022 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 for a comparison of our results of operations for 2023 compared to 2022. 47 Non-GAAP Supplemental Financial Measure: FFO Usefulness to Investors We report FFO because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs.
Comparison of 2024 to 2023 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 for a comparison of our results of operations for 2024 compared to 2023. 47 Non-GAAP Supplemental Financial Measure: FFO Usefulness to Investors We report FFO because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs.
Comparison of 2023 to 2022 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 for a comparison of our cash flows for 2023 compared to 2022. 52 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with US GAAP, and which requires us to make estimates of certain items, which affect the reported amounts of our assets, liabilities, revenues and expenses.
Comparison of 2024 to 2023 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 for a comparison of our cash flows for 2024 compared to 2023. 52 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with US GAAP, and which requires us to make estimates of certain items, which affect the reported amounts of our assets, liabilities, revenues and expenses.
Comparison of 2023 to 2022 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 for a comparison of our FFO for 2023 compared to 2022. 48 Non-GAAP Supplemental Financial Measure: Same Property NOI Usefulness to Investors We report Same Property NOI to facilitate a comparison of our operations between reported periods.
Comparison of 2024 to 2023 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 for a comparison of our FFO for 2024 compared to 2023. 48 Non-GAAP Supplemental Financial Measure: Same Property NOI Usefulness to Investors We report Same Property NOI to facilitate a comparison of our operations between reported periods.
Year Ended December 31, 2024 2023 2022 2021 2020 Average straight-line rental rate (1)(2)(4)(5) $50.50 $42.97 $46.78 $44.99 $45.26 Annualized lease transaction costs (3)(4)(5) $5.95 $5.53 $5.85 $4.77 $5.11 ___________________________________________________ (1) These average rental rates are not directly comparable from year to year because the averages are significantly affected from period to period by factors such as the buildings, submarkets, and types of space and terms involved in the leases executed during the respective reporting period.
Year Ended December 31, 2025 2024 2023 2022 2021 Average straight-line rental rate (1)(2)(4) $44.14 $50.50 $42.97 $46.78 $44.99 Annualized lease transaction costs (3)(4) $5.91 $5.95 $5.53 $5.85 $4.77 ___________________________________________________ (1) These average rental rates are not directly comparable from year to year because the averages are significantly affected from period to period by factors such as the buildings, submarkets, and types of space and terms involved in the leases executed during the respective reporting period.
Our FFO was adversely impacted by the effects of inflation and higher interest rates during 2024 and 2023 .
Our FFO was adversely impacted by the effects of inflation and higher interest rates during 2025 and 2024 .
Multifamily Rent Roll The rent on leases subject to rent change during 2024 (new tenants and existing tenants undergoing annual rent review) was 2.4% higher on average than the prior rent for the same unit after adjusting for rent concessions.
Multifamily Rent Roll The rent on leases subject to rent change during 2025 (new tenants and existing tenants undergoing annual rent review) was 2.6% higher on average than the prior rent for the same unit after adjusting for rent concessions.
(iii) During 2023, the average was impacted by leasing of units at our newly developed West Los Angeles property, where the rental rates were higher than the average in our portfolio. Barrington Plaza was removed from this metric beginning with the third quarter of 2023.
(ii) During 2023, the average was impacted by leasing of units at our newly developed West Los Angeles property, The Landmark Los Angeles, where the rental rates were higher than the average in our portfolio. The Landmark Residences (formerly Barrington Plaza) was removed from this metric beginning with the third quarter of 2023.
We restored accrual basis accounting for certain office tenants that were previously determined to be uncollectible and accounted for on a cash basis of accounting, which increased our office revenues by $0.9 million, $4.4 million, and $3.6 million in 2024, 2023, and 2022, respectively.
We restored accrual basis accounting for certain office tenants that were previously determined to be uncollectible and accounted for on a cash basis of accounting, which increased our office revenues by $1.1 million, $0.9 million, and $4.4 million in 2025, 2024, and 2023, respectively.
Charges for uncollectible amounts related to tenant receivables and deferred rent receivables reduced our rental revenues and tenant recoveries by $1.0 million, $0.8 million, and $0.6 million in 2024, 2023 and 2022, respectively.
Charges for uncollectible amounts related to tenant receivables and deferred rent receivables reduced our rental revenues and tenant recoveries by $0.5 million, $1.0 million, and $0.8 million in 2025, 2024 and 2023, respectively.
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. Barrington Plaza During the second quarter of 2023, we removed our Barrington Plaza Apartments property in Los Angeles from the rental market.
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. 42 The Landmark Residences (Formerly Barrington Plaza) During the second quarter of 2023, we removed The Landmark Residences residential property in Los Angeles from the rental market.
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.
Commencing with the first quarter of 2025, we classified this property as part of our Development Portfolio and exclude it from our In-Service Portfolio statistics and operating metrics.
See Notes 6, 8, 10 and 11 to our consolidated financial statements in Item 15 of this Report for more information regarding our unconsolidated Fund, debt, derivatives and equity, respectively. 42 Development Portfolio Studio Plaza Studio Plaza is a 456,000 square foot office property located in Burbank.
See Notes 3 8, 10 and 11 to our consolidated financial statements in Item 15 of this Report for more information regarding our acquisitions, debt, derivatives contracts, and equity, respectively. Development Portfolio Studio Plaza Studio Plaza is a 456,000 square foot office property located in Burbank.
Year Ended December 31, 2024 2023 2022 2021 2020 Average annual rental rate - new tenants (1)(2) $ 39,580 $ 36,070 $ 31,763 $ 29,837 $ 28,416 _____________________________________________________ (1) These average rental rates are not directly comparable from year to year because of changes in the properties and units included.
Year Ended December 31, 2025 2024 2023 2022 2021 Average annual rental rate - new tenants (1) $ 40,917 $ 39,580 $ 36,070 $ 31,763 $ 29,837 _____________________________________________________ (1) These average rental rates are not directly comparable from year to year because of changes in the properties and units included.
Comparison of 2024 to 2023: Our Same Properties for 2024 included 66 office properties, aggregating 17.1 million Rentable Square Feet, and 11 multifamily properties with an aggregate 3,569 units. The amounts presented below reflect 100% (not our pro-rata share). Our Same Property results were adversely impacted by the effects of inflation during 2024 and 2023.
Comparison of 2025 to 2024: Our Same Properties for 2025 included 66 office properties, aggregating 17.1 million Rentable Square Feet, and 13 multifamily properties with an aggregate 4,410 units. The amounts presented below reflect 100% (not our pro-rata share). Our Same Property results were adversely impacted by the effects of inflation during 2025 and 2024.
The In-Service Portfolio in the fourth quarter of 2024 consisted of our Total Portfolio excluding our Development Portfolio. The Development Portfolio consists of one office property and one multifamily property whose operations are significantly limited by the development activity and are excluded from our In-Service Portfolio statistics and operating metrics.
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.
During 2024, we generated cash from operations of $408.7 million. As of December 31, 2024, we had $444.6 million of cash and cash equivalents. See Note 8 to our consolidated financial statements in Item 15 of this Report for more information regarding our debt maturities and interest rate swap expirations.
During 2025, we generated cash from operations of $386.9 million. As of December 31, 2025, we had $340.8 million of cash and cash equivalents. See Note 8 to our consolidated financial statements in Item 15 of this Report for more information regarding our debt maturities and interest rate swap expirations.
Long-term liquidity Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, development and debt refinancings. We do not expect to have sufficient funds on hand to cover these long-term cash requirements due to REIT federal tax rules which require that we distribute at least 90% of our income on an annual basis.
We do not expect to have sufficient funds on hand to cover these long-term cash requirements due to REIT federal tax rules which require that we distribute at least 90% of our income on an annual basis.
In-Service Office Portfolio Lease Expirations As of December 31, 2024, 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 December 31, 2021, 2022, and 2023 with the same remaining duration as the leases for the labeled year had at December 31, 2024.
Office Portfolio Lease Expirations As of December 31, 2025, 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 December 31, 2022, 2023, and 2024 with the same remaining duration as the leases for the labeled year had at December 31, 2025. 45 Results of Operations Comparison of 2025 to 2024 Our operating results were adversely impacted by the effects of inflation and higher interest rates during 2025 and 2024 .
Year Ended December 31, 2024 Rent Roll (1)(2)(3) Expiring Rate (2) New/Renewal Rate (2) Percentage Change Cash Rent $50.03 $47.31 (5.4)% Straight-line Rent $44.47 $50.50 13.5% ___________________________________________________ (1) Represents the average annual initial stabilized cash and straight-line rents per square foot on new and renewed leases signed during the year compared to the prior leases for the same space.
Year Ended December 31, 2025 Rent Roll (1)(2) Expiring Rate (2) New/Renewal Rate (2) Percentage Change Cash Rent $48.59 $42.79 (11.9)% Straight-line Rent $43.38 $44.14 1.8% ___________________________________________________ (1) Represents the average annual initial stabilized cash and straight-line rents per square foot on new and renewed leases signed during the year compared to the prior leases for the same space.
Through our interest in our Operating Partnership and its subsidiaries, our consolidated JVs and our unconsolidated Fund, 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.
Business Description Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. Through our interest in our Operating Partnership and its subsidiaries and our consolidated 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.
For example: (i) During 2020, the average was impacted by the addition of a significant number of units at our Bishop Place development in Honolulu, where the rental rates were higher than the average in our portfolio, and (ii) During 2022, the average was impacted by the acquisition of 1221 Ocean Avenue, where the rental rates were higher than the average in our portfolio.
For example: (i) During 2022, the average was impacted by the acquisition of 1221 Ocean Avenue, where the rental rates were higher than the average in our portfolio.
(iv) During 2024, the average was impacted by leasing of units at our newly developed West Los Angeles property, where the rental rates were higher than the average in our portfolio. (2) Our multifamily rental rates were adversely impacted by the COVID-19 pandemic in 2020 but improved in 2021 and 2022.
(iii) During 2024, the average was impacted by leasing of units at our newly developed West Los Angeles property, The Landmark Los Angeles, where the rental rates were higher than the average in our portfolio.
The impact of changing our current year tenant recovery billings by 5% would result in a change to our tenant recovery revenues and net income of $2.5 million, $2.6 million and $2.2 million during 2024, 2023 and 2022, respectively. Stock-Based Compensation We award stock-based compensation to certain employees and non-employee directors in the form of LTIP Units.
The impact of changing our current year tenant recovery billings by 5% would result in a change to our tenant recovery revenues and net income of $2.4 million, $2.5 million and $2.6 million during 2025, 2024 and 2023, respectively. 54
(5) Our office rental rates and lease transaction costs for the year ended December 31, 2024 were higher than historical periods as a result of a large tenant lease renewal during the three months ended March 31, 2024. 43 Office Rent Roll The table below presents the rent roll for new and renewed leases per leased square foot executed in our total office portfolio.
(4) Our office rental rates and lease transaction costs were impacted by a large tenant lease renewal during 2024. 43 Office Rent Roll The table below presents the rent roll for new and renewed leases per leased square foot executed in our total office portfolio. The table below presents only our In-Service Portfolio.
Our Occupancy Rates may not be directly comparable from year to year, as they can be impacted by acquisitions, dispositions, and development and redevelopment projects. Commencing with the fourth quarter of 2024, the table below presents only our In-Service Portfolio.
The rent change includes only our In-Service Portfolio. 44 Office and Multifamily Occupancy Rates The tables below present the occupancy rates for our office portfolio and multifamily portfolio. Our Occupancy Rates may not be directly comparable from year to year, as they can be impacted by acquisitions, dispositions, and development and redevelopment projects.
Year Ended December 31, Increase (Decrease) In Cash % 2024 2023 (In thousands) Net cash provided by operating activities (1) $ 408,693 $ 426,964 $ (18,271) (4.3) % Net cash used in investing activities (2) $ (240,761) $ (233,590) $ (7,171) (3.1) % Net cash (used in) provided by financing activities (3) $ (246,463) $ 60,871 $ (307,334) (504.9) % ___________________________________________________ (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.
Year Ended December 31, Increase (Decrease) In Cash % 2025 2024 (In thousands) Net cash provided by operating activities (1) $ 386,853 $ 408,693 $ (21,840) (5.3) % Net cash used in investing activities (2) $ (265,343) $ (240,761) $ (24,582) (10.2) % Net cash used in financing activities (3) $ (225,344) $ (246,463) $ 21,119 8.6 % ___________________________________________________ (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.
Our multifamily occupancy rates were adversely impacted by the COVID-19 pandemic during 2020 but recovered during 2021 and 2022. (3) Average occupancy rates are calculated by averaging the occupancy rates at the end of each of the quarters in the period and at the end of the quarter immediately prior to the start of the period.
(2) Average occupancy rates are calculated by averaging the occupancy rates at the end of each of the quarters in the period and at the end of the quarter immediately prior to the start of the period.
Multifamily Rental Rates The table below presents the average annual rental rate per leased unit for new tenants. Commencing with the fourth quarter of 2024, the table below presents only our In-Service Portfolio.
Commencing with the fourth quarter of 2024, the table below presents only our In-Service Portfolio.
Year Ended December 31, Favorable (Unfavorable) 2024 2023 Change % Commentary (In thousands) Office revenues $ 769,882 $ 795,768 $ (25,886) (3.3) % The decrease was primarily due to a decrease in rental revenues due to lower occupancy, and lower tenant recoveries. The decrease in tenant recoveries was primarily due to lower property taxes.
Year Ended December 31, Favorable (Unfavorable) 2025 2024 Change % Commentary (In thousands) Office revenues $ 767,877 $ 769,871 $ (1,994) (0.3) % The decrease was primarily due to lower rental revenues due to lower occupancy, partly offset by higher tenant recoveries, and higher parking income due to higher parking rates.
The decrease was partly offset by (i) higher interest income, (ii) lower office property taxes, (iii) new units from our multifamily development projects, (iv) higher multifamily rental rates, and (v) lower general and administrative expenses.
The decrease was primarily due to: (i) lower office occupancy, (ii) higher office expenses, (iii) higher interest expense, and (iv) lower interest income, which was partly offset by higher multifamily rental revenues due to higher occupancy and rental rates.
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 or extend them prior to maturity.
Excluding acquisitions and debt refinancings, we expect to meet our short-term liquidity requirements through cash on hand and cash generated by operations. Long-term liquidity Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, development and debt refinancings.
(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 decrease in cash from investing activities of $7.2 million was primarily due to the purchase of a note receivable partly offset by a decrease in capital expenditures for improvements to real estate.
(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.
Multifamily NOI 99,190 97,093 2,097 2.2 % Total NOI $ 586,438 $ 601,800 $ (15,362) (2.6) % 49 Reconciliation to GAAP The table below presents a reconciliation of Net income (loss) attributable to common stockholders (the most directly comparable GAAP measure) to NOI and Same Property NOI: Year Ended December 31, (In thousands) 2024 2023 Net income (loss) attributable to common stockholders $ 23,517 $ (42,706) Net loss attributable to noncontrolling interests (15,929) (33,134) Net income (loss) 7,588 (75,840) General and administrative expenses 45,356 49,236 Depreciation and amortization 384,048 459,949 Other income (28,019) (19,633) Other expenses 398 1,032 (Income) loss from unconsolidated Fund (2,593) 34,643 Interest expense 229,442 209,468 NOI $ 636,220 $ 658,855 Same Property NOI by Segment Same property office revenues $ 769,882 $ 795,768 Same property office expenses (282,634) (291,061) Same Property Office NOI 487,248 504,707 Same property multifamily revenues 144,084 141,640 Same property multifamily expenses (44,894) (44,547) Same Property Multifamily NOI 99,190 97,093 Same Property NOI 586,438 601,800 Non-comparable office revenues 26,522 34,177 Non-comparable office expenses (2,718) (3,249) Non-comparable multifamily revenues 45,990 48,903 Non-comparable multifamily expenses (20,012) (22,776) NOI $ 636,220 $ 658,855 Comparison of 2023 to 2022 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 for a comparison of our same property NOI for 2023 compared to 2022. 50 Liquidity and Capital Resources Short-term liquidity Our short-term liquidity needs consist primarily of funds necessary for our operating activities, development, repositioning projects, dividends, distributions, and discretionary share repurchases.
Multifamily NOI 130,795 123,440 7,355 6.0 % Total NOI $ 608,988 $ 610,677 $ (1,689) (0.3) % 49 Reconciliation to GAAP The table below presents a reconciliation of Net income attributable to common stockholders (the most directly comparable GAAP measure) to NOI and Same Property NOI: Year Ended December 31, (In thousands) 2025 2024 Net income attributable to common stockholders $ 16,267 $ 23,517 Net loss attributable to noncontrolling interests (27,697) (15,929) Net (loss) income (11,430) 7,588 General and administrative expenses 46,664 45,356 Depreciation and amortization 398,932 384,048 Other income (18,021) (28,019) Other expenses 437 398 Income from unconsolidated Fund — (2,593) Interest expense 266,675 229,442 Impairment losses — — Gain on sale of investment in real estate — — Gain from consolidation of JV (47,212) — NOI $ 636,045 $ 636,220 Same Property NOI by Segment Same property office revenues $ 767,876 $ 769,871 Same property office expenses (289,684) (282,634) Same Property Office NOI 478,192 487,237 Same property multifamily revenues 196,531 187,056 Same property multifamily expenses (65,735) (63,616) Same Property Multifamily NOI 130,796 123,440 Same Property NOI 608,988 610,677 Non-comparable office revenues 37,639 26,533 Non-comparable office expenses (11,592) (2,718) Non-comparable multifamily revenues 1,936 3,018 Non-comparable multifamily expenses (926) (1,290) NOI $ 636,045 $ 636,220 Comparison of 2024 to 2023 See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 for a comparison of our same property NOI for 2024 compared to 2023. 50 Liquidity and Capital Resources Short-term liquidity 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.
Year Ended December 31, (In thousands) 2024 2023 Net income (loss) attributable to common stockholders (1) $ 23,517 $ (42,706) Depreciation and amortization of real estate assets 384,048 459,949 Net loss attributable to noncontrolling interests (15,929) (33,134) Adjustments attributable to unconsolidated Fund (1)(2) 4,579 39,194 Adjustments attributable to consolidated JVs (3) (50,687) (46,012) FFO $ 345,528 $ 377,291 ___________________________________________________ (1) Our net loss for the year ended December 31, 2023 includes a $36.2 million impairment charge related to our investment in our unconsolidated Fund.
Year Ended December 31, (In thousands) 2025 2024 Net income attributable to common stockholders $ 16,267 $ 23,517 Depreciation and amortization of real estate assets 398,932 384,048 Net loss attributable to noncontrolling interests (27,697) (15,929) Adjustments attributable to unconsolidated Fund (1) — 4,579 Adjustments attributable to consolidated JVs (2) (45,000) (50,687) Gain from consolidation of JV (47,212) — FFO $ 295,290 $ 345,528 ___________________________________________________ (1) Adjusts for our share of Partnership X's depreciation and amortization of real estate assets.
The decrease in cash from financing activities of $307.3 million was primarily due to lower proceeds from borrowings and higher repayments of borrowings, partly offset by the repurchase of common stock during the prior period and higher contributions from noncontrolling interests in consolidated JVs during the current period.
The increase in cash from financing activities of $21.1 million was primarily due to a higher net borrowings of $66.4 million and lower distributions paid to noncontrolling interests of $3.2 million, partly offset by higher loan cost payments of $25.6 million and lower contributions from noncontrolling interests in consolidated JVs of $22.6 million.
(2) Our office rent roll can fluctuate from period to period as a result of changes in our submarkets, buildings and term of the expiring leases, making these metrics difficult to predict. (3) Our office cash rent and straight-line rent roll were impacted by a large tenant lease renewal during the three months ended March 31, 2024.
(2) Our office rent roll can fluctuate from period to period as a result of changes in our submarkets, buildings and term of the expiring leases, making these metrics difficult to predict. Multifamily Rental Rates The table below presents the average annual rental rate per leased unit for new tenants.
December 31, Occupancy Rates as of: 2024 2023 2022 2021 2020 Office portfolio (1) 79.2 % 81.0 % 83.7 % 84.9 % 87.4 % Multifamily portfolio (2) 97.4 % 96.7 % 98.1 % 98.0 % 94.2 % Year Ended December 31, Average Occupancy Rates (3) : 2024 2023 2022 2021 2020 Office portfolio (1) 80.1 % 82.6 % 84.2 % 85.7 % 89.5 % Multifamily portfolio (2) 97.0 % 96.9 % 97.9 % 96.8 % 94.2 % ___________________________________________________ (1) Our office occupancy rate for 2024 was impacted by a large tenant lease expiration during the three months ended December 31, 2024.
December 31, Occupancy Rates as of: 2025 2024 2023 2022 2021 Office portfolio 78.0 % 79.2 % 81.0 % 83.7 % 84.9 % Multifamily portfolio (1) 98.0 % 97.4 % 96.7 % 98.1 % 98.0 % Year Ended December 31, Average Occupancy Rates (2) : 2025 2024 2023 2022 2021 Office portfolio 78.2 % 80.1 % 82.6 % 84.2 % 85.7 % Multifamily portfolio (1) 97.4 % 97.0 % 96.9 % 97.9 % 96.8 % ___________________________________________________ (1) 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.
Following the move-out of a long-term single tenant, we have begun extensive redevelopment of the property to convert it into a multi-tenant building. The development process is ongoing and we have begun leasing space to be occupied when the common areas and the related floors are completed.
Following the move-out of a long-term single tenant, we are converting the property into a multi-tenant office building. The extensive common area upgrades are now complete and the construction of new tenant suites is ongoing.
Year Ended December 31, Favorable (Unfavorable) 2024 2023 Change % Commentary (In thousands) Revenues Office rental revenue and tenant recoveries $ 683,901 $ 714,742 $ (30,841) (4.3) % The decrease was primarily due to a decrease in rental revenues due to lower occupancy, and lower tenant recoveries. The lower tenant recoveries were primarily due to lower property taxes.
Year Ended December 31, Favorable (Unfavorable) 2025 2024 Change % Commentary (In thousands) Revenues Office rental revenue and tenant recoveries $ 686,208 $ 683,901 $ 2,307 0.3 % The increase was primarily due to: (i) rental revenues and tenant recoveries from a JV we commenced consolidating on January 1, 2025, (ii) rental revenues and tenant recoveries from an office property we acquired in January 2025, and (iii) higher tenant recoveries, partly offset by (iv) a decrease in rental revenues and tenant recoveries from an office property we commenced repositioning to a multi-tenant building during the fourth quarter of 2024, and (v) lower rental revenues due to lower occupancy.
The decrease was partly offset by higher parking income, due to higher parking rates. Office expenses (282,634) (291,061) 8,427 2.9 % The decrease was primarily due to lower property taxes and repairs and maintenance expenses. The decrease was partly offset by higher personnel and security expenses.
Office expenses (289,684) (282,634) (7,050) (2.5) % The increase was primarily due to higher scheduled services expenses, utility expenses, professional fees and repairs and maintenance expenses, partly offset by lower insurance expenses.
The increase was partly offset by lower utility expenses and lower property taxes.
Multifamily expenses (65,735) (63,616) (2,119) (3.3) % The increase was primarily due to higher scheduled services expenses, property taxes, repairs and maintenance expenses and utility expenses, partly offset by lower insurance expenses.
See "Guarantees" in Note 17 to our consolidated financial statements in Item 15 of this Report for more information about our Fund's debt and swaps, and the respective guarantees. 51 Cash Flows Comparison of 2024 to 2023 Our operating cash flows were adversely impacted by the effects of inflation and higher interest rates during 2024 and 2023.
Off-Balance Sheet Arrangements None 51 Cash Flows Comparison of 2025 to 2024 Our operating cash flows were adversely impacted by the effects of interest rates on floating rate debt and inflation during 2025 and 2024.
(3) Adjusts for the net income (loss) and depreciation and amortization of real estate assets that is attributable to the noncontrolling interests in our consolidated JVs. Comparison of 2024 to 2023 During 2024, FFO decreased by $31.8 million, or 8.4%, to $345.5 million, compared to $377.3 million for 2023 .
We commenced consolidating Partnership X on January 1, 2025. See Note 3 to our consolidated financial statements in Part IV, Item 15 of this Report . (2) Adjusts for the net income (loss) and depreciation and amortization of real estate assets that is attributable to the noncontrolling interests in our consolidated JVs.
The decrease in cash from operating activities of $18.3 million was primarily due to: (i) lower office occupancy and tenant recoveries, (ii) higher interest expense, and (iii) the removal of our Barrington Plaza property from service during the second quarter of 2023.
The decrease in cash from operating activities of $21.8 million was primarily due to: (i) lower office occupancy, (ii) higher office expenses, (iii) higher interest expense, and (iv) lower interest income, which was partly offset by a deposit we received related to a loan we paid off, and higher multifamily rental revenues due to higher occupancy and rental rates.
Office NOI 487,248 504,707 (17,459) (3.5) % Multifamily revenues 144,084 141,640 2,444 1.7 % The increase was primarily due to an increase in rental revenues due to higher rental rates, partly offset by lower accretion from below-market leases. Multifamily expenses (44,894) (44,547) (347) (0.8) % The increase was primarily due to higher personnel expenses and professional fees.
Office NOI 478,193 487,237 (9,044) (1.9) % Multifamily revenues 196,530 187,056 9,474 5.1 % The increase was primarily due to higher occupancy and higher rental rates, partly offset by lower below-market lease accretion.
During 2024, our results of operations were impacted by various transactions - see "Debt and Equity Transactions, Development and Repositioning Projects, and Other Transactions" further below. Overview Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT.
During 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, and (ii) the consolidation of Partnership X. See Note 3 to our consolidated financial statements in Part IV, Item 15 of this Report.
Removed
See "Development Portfolio" further below for more information about Barrington Plaza. During the second quarter of 2024 : • We acquired 27 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 703 OP Units for $10 thousand in cash.
Added
Title to the property was transferred following the purchase of a secured note by the respective JV. • We modified and extended a $335.0 million term loan for seven years, effective March 3, 2025. The loan is secured by an office property.
Removed
During the third quarter of 2024 : • We acquired 20 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 6,798 OP Units for $105 thousand in cash. • Inte rest rate swaps, which fixed the interest rate on a $400 million interest-only, floating-rate loan that matures in September 2026 for one of our wholly-owned subsidiaries, expired during September 2024, and the interest rate on the respective loan is now floating.
Added
The loan consists of a $200 million note that bears interest at 4.5%, of which 2.825% is accrued, and a $135 million note that accrues interest at 6.0%. The accrued interest for both notes is due at maturity and is not subject to compounding.
Removed
W e also paid the respective loan principal down by $34.0 million in order to meet a minimum financial threshold to exercise an extension option.
Added
The weighted average face rate on the principal balance is 5.10%, and the effective rate as a result of the non-compounding is 4.57%. • During March 2025, we closed a $127.2 million loan and used part of the proceeds to pay off a $102.4 million loan. The interest rate is fixed at 4.99% and the loan matures in April 2030.
Removed
During the fourth quarter of 2024 : • We acquired 17 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 872 OP Units for $17 thousand in cash. • Interest rate swaps, which fixed the interest rate on a $200.0 million interest-only, floating-rate loan that matures in September 2026 for one of our wholly-owned subsidiaries, expired during October 2024, and the interest rate on the respective loan is now floating. • Interest rate swaps, which fixed the interest rate on a $400.0 million interest-only, floating-rate loan that matures in November 2026 for one of our wholly-owned subsidiaries, expired during October 2024, and the interest rate on the respective loan is now floating. • During December 2024, we closed a new $325.0 million loan for one of our JVs.
Added
During the second quarter of 2025 : • In May 2025, one of our consolidated JVs made a $70.0 million loan principal payment to extend a term loan for up to two years.
Removed
The loan is secured by the JV's five office properties and matures in December 2028. The interest rate is SOFR + 2.5% and we used interest rate swaps to swap fix the rate at 6.36%. The swaps are effective on January 6, 2025.
Added
The related loan's interest rate swaps expired in April 2025, and in May 2025, the JV purchased an interest rate cap which capped the interest rate at 7.45% until May 2026. • In June 2025, one of our consolidated JVs raised $12.0 million of additional capital.
Removed
The loan requires monthly payments of principal and interest commencing on January 5, 2028 for twelve months based upon a 25-year principal amortization schedule.
Added
We contributed $6.6 million of cash to the JV and another investor contributed $5.4 million of cash to the JV . During the third quarter of 2025 : • In July 2025, we refinanced a $200.0 million office term loan that was scheduled to mature in September 2026.
Removed
The loan replaced a $400.0 million loan which we paid off using proceeds from the new loan as well as cash on hand in the joint venture. • We entered into a new consolidated JV in December 2024 that we manage and in which we own a 30% interest. The JV purchased a note receivable secured by a property.
Added
The new, non-recourse, interest-only term loan has a floating interest rate of SOFR + 2%, which we swapped to a fixed rate of 5.60% through 2030. The new loan matures in July 2032. • In August 2025, we closed eight new residential term loans.
Removed
To fund the purchase of the secured note, the JV obtained a $61.8 million loan. The secured loan matures in January 2030. The interest rate is fixed at 6.0% until July 2027 and then increases to 6.25% for the remaining loan term.
Added
The new secured, non-recourse, interest-only loans total approximately $941.5 million, mature in September 2030, and bear interest at a fixed-rate of 4.80%. The new loans replace four loans aggregating $550.0 million that were scheduled to mature on June 1, 2027 and five loans aggregating $380.0 million that were scheduled to mature on June 1, 2029.
Removed
During January 2025 • 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.
Added
The debt encumbering The Landmark Residences (formerly Barrington Plaza) was repaid.
Removed
See Note 18 to our consolidated financial statements in Item 15 of this Report for more information regarding subsequent events.
Added
During the fourth quarter of 2025 : • In November 2025, one of our consolidated JVs made a $60.0 million loan principal payment, which reduced the term loan principal balance to $565.0 million, and entered into an interest rate swap to swap-fix the interest rate at 4.79% through December 5, 2027.
Removed
We accelerated and re corded additional depreciation expense of $82.1 million for the year ended December 31, 2023 , which is included in Depreciation and amortization on our consolidated stateme nts of operations.
Added
The loan matures on August 19, 2028. • In December 2025, we closed a non-recourse construction loan for up to $375.0 million for The Landmark Residences (formerly Barrington Plaza). The loan has a floating interest rate of SOFR + 2.45%.
Removed
(4) Our office rental rates were adversely impacted by the COVID-19 pandemic during 2020, 2021 and 2022, although the lower rental rates for the respective periods were partly offset by lower tenant improvement costs.
Added
We entered into accreting swaps starting January 2, 2026 that mature January 1, 2030 to effectively fix the interest rate on 75% of the increasing estimated balance outstanding under this loan at 5.80%. The loan matures on December 10, 2030. As of December 31, 2025 we had borrowed $49.5 million to fund the associated development project.
Removed
Commencing with the fourth quarter of 2024, the rent change includes only our In-Service Portfolio. 44 Occupancy Rates - Total Portfolio The tables below present the occupancy rates for our total office portfolio and multifamily portfolio.
Added
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. 10900 Wilshire Boulevard See "Acquisitions, Debt and Equity Transactions" above regarding the acquisition of 10900 Wilshire Boulevard in Westwood. We are developing a mixed-use community featuring up to 323 apartment units.
Removed
Our office occupancy rates were adversely impacted by the COVID-19 pandemic during 2020, 2021 and 2022. (2) Excludes units vacated as part of removing Barrington Plaza from the rental market until June of 2023 and excludes the impact of Barrington Plaza entirely starting in July 2023.
Added
We will 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 occur in phases over a number of years as the office space in the building is vacated.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeUnhedged Floating-Rate Borrowings As of December 31, 2024, the interest rates for 27% of our consolidated borrowings were floating. As of December 31, 2024, the interest expense for our unhedged floating-rate borrowings would increase by $15.0 million per year for every one hundred basis point increase in the related benchmark interest rate.
Biggest changeUnhedged Floating-Rate Borrowings As of December 31, 2025, the interest rates for 7% of our consolidated borrowings were floating with no caps. As of December 31, 2025, the interest expense for our unhedged floating-rate borrowings would increase by $3.8 million per year for every one hundred basis points increase in the related benchmark interest rate.
As of December 31, 2024, the maximum amount the interest expense on our capped-rate borrowings could increase by is $21.7 million per year. Higher interest rates would cause an increase in our future interest expense on our capped-rate debt, which would reduce our future net income, cash flows from operations and FFO.
As of December 31, 2025, the maximum amount the interest expense on our capped-rate borrowings could increase by is $36.6 million per year. Higher interest rates would cause an increase in our future interest expense on our capped-rate debt, which would reduce our future net income, cash flows from operations and FFO.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Fixed-Rate Borrowings and Hedged Borrowings As of December 31, 2024, the interest rates for 58% of our consolidated borrowings were fixed or swap-fixed with interest rate swaps, and 15% were capped with interest rate caps.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Fixed-Rate Borrowings and Hedged Borrowings As of December 31, 2025, the interest rates for 72% of our consolidated borrowings were fixed or swap-fixed with interest rate swaps, and 21% were capped with interest rate caps.

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