COPT DEFENSE PROPERTIES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

COPT DEFENSE PROPERTIES

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Message from our President +

Chief Executive Officer

Dear Fellow Shareholders,

You are cordially invited to attend our 2025 Annual Meeting of Shareholders to be held on May 20, 2025, at 9:30 a.m. Eastern Time. To ensure that each shareholder has an opportunity to participate in the Annual Meeting regardless of where they live or the number of shares they own, we will hold this year’s Annual Meeting virtually through an online webcast.

You will be able to attend the Annual Meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/CDP2025. The notice of Annual Meeting and proxy statement accompanying this letter contain further information about the meeting, including the different methods you can use to vote your proxy and how to participate in the meeting.

At this year’s meeting, you will be asked to vote on the following:

election of eight people to our Board of Trustees;

approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement for this meeting; and

ratification of PricewaterhouseCoopers LLP’s appointment as our independent registered public accounting firm for the current fiscal year.

Thank you for your continued support of COPT Defense Properties, and I encourage you to participate in our Annual Meeting.

Stephen E. Budorick President + Chief Executive Officer

Notice of Annual Meeting

of Stockholders

You may vote on these proposals if you were a shareholder of record at the close of business on March 7, 2025.

For information about how to attend and vote at the meeting, see “Questions and Answers—How do I attend the meeting and vote?” in the proxy statement accompanying this notice. Additional information regarding the ability of shareholders to ask questions during the 2025 Annual Meeting, related rules of conduct and other materials for the 2025 Annual Meeting will be available at www.virtualshareholdermeeting.com/CDP2025.

Technical support will be available beginning at 9:00 a.m. Eastern Time on May 20, 2025, through the conclusion of the Annual Meeting by contacting Broadridge at the phone number that will be provided on the website for the virtual meeting.

By order of the Board of Trustees,

David L. Finch

Vice President, General Counsel+ Secretary

YOUR VOTE IS IMPORTANT.

Please consider the issues presented in this Proxy Statement and vote your shares as promptly as possible.

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