Easterly Government Properties Inc美股招股说明书(2026-08-04版)

Easterly GovernmentProperties, Inc. $300,000,000 Common Stock We have entered into separate amended and restated equity distributionagreements, dated August 4, 2026 (each, an “equity distribution agreement” and,collectively, the “equity distribution agreements”), for a continuous offeringprogram with each of Citigroup Global Markets Inc., BMO Capital MarketsCorp., BTIG, LLC, Compass Point Research and Trading, LLC, Jefferies LLC,Raymond James & Associates, Inc., RBC Capital Markets, LLC, TruistSecurities, Inc. and Wells Fargo Securities, LLC (and certain of their respectiveaffiliates or agents). We refer to these entities, when acting in their capacity assales agents for us or as principals, individually, as a “Sales Agent” and,collectively, as the “Sales Agents,” and we refer to these entities (or theiraffiliate or agent or, in the case of BTIG, LLC, Nomura Securities International,Inc. (acting through BTIG, LLC as agent)) when acting in their capacity asagents for the Forward Purchasers (as defined below), individually, as a“Forward Seller” and, collectively, as the “Forward Sellers.” In accordance withthe terms of the equity distribution agreements, we may from time to time offerand sell shares of our common stock, $0.01 par value per share (“commonstock”), having an aggregate offering price of up to $300,000,000 through theSales Agents, acting as our sales agents, through the Forward Sellers, acting asagents for the relevant Forward Purchasers, or directly to the Sales Agents,acting as principals. Sales of the shares of our common stock pursuant to the equitydistribution agreements were previously registered pursuant to a RegistrationStatement on Form S-3 (File No. 333-277434) and a prospectus supplementdated February 28, 2024, as supplemented by supplement no. 1 dated August 1,2024. This prospectus supplement supersedes such prospectus supplement datedFebruary 28, 2024 with respect to the shares of our common stock offeredpursuant to the equity distribution agreements. As of the date of this prospectussupplement, shares of common stock having an aggregate offering price of$85,017,692 have been offered and sold pursuant to the equity distributionagreements and, accordingly, shares of common stock having an aggregateoffering price of up to $214,982,308 remain available for offer and sale, fromtime to time, pursuant to the equity distribution agreements, this prospectussupplement and the accompanying prospectus. Sales of the shares of our common stock, if any, under this prospectussupplement and the accompanying prospectus made through the Sales Agents,acting as our sales agents, through the Forward Sellers, acting as agents for therelevant Forward Purchasers, or directly to the Sales Agents, acting asprincipals, pursuant to the equity distribution agreements, may be made inprivately negotiated transactions, which may include block trades, ortransactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”),including, without limitation, sales made directly on the New York StockExchange (the “NYSE”), on any other existing trading market for our commonstock or to or through a market maker, or as otherwise may be agreed betweenus and the applicable Sales Agent. None of the Sales Agents or the Forward Sellers are required, individually or collectively, to sell any specificnumber or dollar amount of shares of our common stock, but subject to the termsand conditions of the applicable equity distribution agreement (and, with respectto any Forward Seller, only if the Forward Seller and the related ForwardPurchaser have accepted our instructions), each has agreed to use itscommercially reasonable efforts consistent with its normal trading and salespractices to sell shares of our common stock up to the amount specified. The equity distribution agreements contemplate that, in addition to theissuance and sale of shares of our common stock by us through or to the SalesAgents, acting as our sales agents or as principals, as applicable, we may alsoenter into one or more forward transactions (each, a “forward sale transaction”and, collectively, the “forward sale transactions”) under separate master forwardsale confirmations and related supplemental confirmations, with each ofCititbank, N.A., Bank of Montreal, Jefferies LLC, Nomura Global FinancialProducts, Inc., Raymond James & Associates, Inc., Royal Bank of Canada,Truist Bank and Wells Fargo Bank, National Association. When acting in theircapacity as purchasers under any forward sale transactions, we refer to theseentities individually as a “Forward Purchaser” and, collectively, as the “ForwardPurchasers.” If we enter into a forward sale transaction with any ForwardPurchaser, we expect that such Forward Purchaser or one of its affiliates willattempt to borrow from third parties and sell, through its related Forward Seller,the number of shares of our common stock underlying such