Form 8-K

8-K — Douglas Emmett Inc

Accession: 0001364250-26-000015

Filed: 2026-04-10

Period: 2026-04-06

CIK: 0001364250

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — nysedei-20260406.htm (Primary)

EX-99.1 (deipressrelease-andycohen.htm)

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8-K

8-K (Primary)

Filename: nysedei-20260406.htm · Sequence: 1

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0001364250false00013642502026-04-062026-04-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 6, 2026

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-33106 20-3073047

(State or other jurisdiction of incorporation) Commission file number (I.R.S. Employer identification No.)

1299 Ocean Avenue, Suite 1000 , Santa Monica , California 90401

(Address of principal executive offices) (Zip Code)

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Common Stock, $0.01 par value per share DEI New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2026, Leslie E. Bider informed Douglas Emmett, Inc. (the “Company”) that he would not stand for re-election and will retire as a director of the Company. Mr. Bider’s term will end at the conclusion of the annual meeting of shareholders currently scheduled to be held on May 28, 2026 (the “Annual Meeting”). Mr. Bider informed the Company that his decision was not the result of any disagreement with the Company's management or its board of directors (the “Board”). The Board, including Chairman and CEO Jordan Kaplan and President and COO Kenneth Panzer, expressed their deepest appreciation to Mr. Bider for his long tenure of service to the Company.

Effective April 8, 2026, the Board elected Mr. Andy Cohen as a member of the Board with a term ending as of the Company’s Annual Meeting. In connection with Mr. Cohen’s election, the size of the Board was increased from 8 to 9. Following the conclusion of the Annual Meeting, the size of the Board will be reduced from 9 to 8 directors in light of Mr. Bider’s decision not to stand for re-election.

There are no arrangements or understandings between Mr. Cohen and any other person pursuant to which he was elected as a director. The Company has engaged in transactions with M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”), a company of which Mr. Cohen is the Global Co-Chair and Co-Chair of the board of directors. During the year ended December 31, 2025, the Company paid Gensler approximately $2.0 million for its services. The Company believes that these services were provided on terms no less favorable to the Company than those available from unaffiliated third parties. Further, the Board has determined that such arrangements do not impair Mr. Cohen’s ability to exercise independent judgment as a member of the Board and that Mr. Cohen is independent within the meaning of the New York Stock Exchange’s director independence standards.

Board committee assignments for Mr. Cohen will be determined at a later time. In connection with his appointment, Mr. Cohen is eligible to participate in the Company's compensation programs for non-employee directors approved by the Nominating and Corporate Governance Committee of the Board, as disclosed in the Company’s most recent proxy statement, as in effect from time to time. Pursuant to these programs as currently applicable, Mr. Cohen will receive an annual retainer of $220,000 payable in long term incentive plan units (“LTIPs”), under the Company’s 2026 Omnibus Stock Incentive Plan, if approved by the stockholders at the Annual Meeting, prorated for the shortened period of service through the date of the Annual Meeting.

A copy of the press release announcing Mr. Cohen’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit Number Description

99.1

Press Release dated April 10, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

DOUGLAS EMMETT, INC.

Dated: April 10, 2026 By: /s/ PETER D. SEYMOUR

Peter D. Seymour

Chief Financial Officer

EX-99.1

Filename: deipressrelease-andycohen.htm · Sequence: 2

Document

Exhibit 99.1

1299 Ocean Avenue, Suite 1000

Santa Monica, California 90401

FOR IMMEDIATE RELEASE

Stuart McElhinney, Vice President – Investor Relations

310.255.7751 smcelhinney@douglasemmett.com

Mr. Andy Cohen Elected as Director of Douglas Emmett

SANTA MONICA, California – April 10, 2026 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced that Mr. Andy Cohen has been elected to its Board of Directors.

Mr. Cohen is Global Co-Chair of Gensler, the world’s largest architecture, design and planning firm with 60 offices and 6,500 professionals across the Americas, Europe, Greater China, Asia Pacific and the Middle East. He has spent his entire 43-year career at Gensler, serving as Co-CEO from 2005 to 2024 before stepping into the Global Co-Chair role for Gensler as well as Co-Chair of its Board of Directors. Under Mr. Cohen’s leadership, Gensler tops the list of global architectural firms, generating over $2 billion in revenue and designing projects in over 100 countries in 2025. Mr. Cohen is a member of the Urban Land Institute’s (ULI) Urban Development and Mixed-Use Council, the Policy Advisory Board of the Fisher Center for Real Estate & Urban Economics at Berkeley’s Haas School of Business, the UCLA Luskin School of Public Affairs Board of Advisors, and the USC School of Architecture Board of Councilors, among others. A registered architect in 41 states and 3 Canadian provinces, Mr. Cohen is a Fellow of the American Institute of Architects and a graduate of the Pratt Institute.

About Douglas Emmett, Inc.

Douglas Emmett, Inc. (DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in the premier coastal submarkets of Los Angeles and Honolulu. Douglas Emmett focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. For more information about Douglas Emmett, please visit our website at www.douglasemmett.com.

Safe Harbor Statement

Except for the historical facts, the statements in this press release regarding Douglas Emmett’s business activities are forward-looking statements based on the beliefs of, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends. For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission.

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