ITEM 8.01. Other Events.

On August 11, 2021, Easterly Government Properties, Inc. (the "Company") and its operating partnership, Easterly Government Properties LP (the "Operating Partnership"), entered into an Underwriting Agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC and BMO Capital Markets Corp. (together, the "Underwriters"), RBC Capital Markets, LLC and BMO Capital Markets Corp., in their capacities as agent for one of their affiliates (together, in such capacities, the "Forward Sellers"), and Royal Bank of Canada and Bank of Montreal (together, in such capacities, the "Forward Purchasers"), relating to the offer and sale (the "Offering") of an aggregate of up to 7,245,000 shares of common stock, par value $0.01 per share ("Common Stock"), including up to 945,000 shares of Common Stock that may be sold to the Underwriters pursuant to their exercise of an option to purchase additional shares, by the Forward Sellers in connection with certain forward sale agreements described below. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Sellers.

The shares of Common Stock were offered by the Underwriters to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

In connection with the Offering, on August 11, 2021, the Company also entered into separate forward sale agreements (the "Forward Sale Agreements") with each of the Forward Purchasers. In connection with the execution of the Forward Sale Agreements and at the Company's request, the Forward Sellers borrowed from third parties and sold to the Underwriters an aggregate of 6,300,000 shares of Common Stock (subject to increase if the Underwriters exercise their option to purchase additional shares). The Company expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of Common Stock upon one or more such physical settlements within approximately one year. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net-share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, the Company may receive, or may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward price of $21.64 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Company intends to use the net proceeds it receives from the Offering for general corporate purposes, which may include acquisition, development, redevelopment or improvement of properties, full or partial repayment of debt, capital expenditures, working capital, and other general corporate or business purposes.

The shares were offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-253480), which became effective upon filing with the Securities and Exchange Commission on February 25, 2021, and a prospectus supplement dated August 11, 2021.

The closing of the Offering occurred on August 16, 2021. The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Current Report on Form 8-K. In connection with the filing of the Prospectus Supplement, the Company is also filing the opinion of its counsel, Goodwin Procter LLP, as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:



Exhibit
Number    Description
1.1         Underwriting Agreement, dated as of August 11, 2021, by and among
          Easterly Government Properties, Inc. and Easterly Government
          Properties LP and RBC Capital Markets, LLC and BMO Capital Markets
          Corp., as underwriters, RBC Capital Markets, LLC and BMO Capital
          Markets Corp., in their capacity as forward sellers, and Royal Bank of
          Canada and Bank of Montreal, in their capacity as forward purchasers
1.2         Confirmation of Issuer Share Forward Sale Transaction, dated August
          11, 2021, by and between Easterly Government Properties, Inc. and
          Royal Bank of Canada
1.3         Confirmation of Issuer Share Forward Sale Transaction, dated August
          11, 2021, by and between Easterly Government Properties, Inc. and Bank
          of Montreal
5.1         Opinion of Goodwin Procter LLP
23.1        Consent of Goodwin Procter LLP (contained in its opinion filed as
          Exhibit 5.1 hereto and incorporated herein by reference)
104       Cover Page Interactive Data File (formatted as inline XBRL with
          applicable taxonomy extension information contained in Exhibits 101.)

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