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COPT DEFENSE PROPERTIES

For the period ended May 14, 2026. Filed Mar 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Mar 30, 2026

CDP$32.87+1.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 invited to participate in our 2026 Annual Meeting of Shareholders on May 14, 2026, at 9:30 a.m. Eastern Time. We will hold this year’s Annual Meeting virtually through an online webcast, which we believe provides each shareholder an opportunity to meaningfully participate in the Annual Meeting.

During the Annual Meeting, you will have the opportunity to vote on the matters noted below and to submit questions to the Trustees and senior management by visiting www.virtualshareholdermeeting.com/CDP2026. 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 Shareholders

TIME + DATEPLACERECORD DATE
9:30 a.m. Eastern Timeon Thursday, May 14, 2026Virtual Meetingwww.virtualshareholdermeeting.com/CDP2026March 6, 2026
Items of BusinessBoard RecommendationHow to Vote
1Elect eight Trustees.Internetwww.proxyvote.com
2Approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for this meeting.Tablet or SmartphoneScan the QR code on your proxy card, notice of internet availability of proxy materials or voting instruction form to vote with your mobile device.
3Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the current fiscal year.Telephone1-800-690-6903 Call toll-free 24/7
4Transact any other business properly brought before the Annual Meeting.MailComplete, sign and date your proxy card and return it in the postage-paid envelope provided.

You may vote on these proposals if you were a shareholder of record at the close of business on March 6, 2026.

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 2026 Annual Meeting, related rules of conduct and other materials for the 2026 Annual Meeting will be available at www.virtualshareholdermeeting.com/CDP2026.

Technical support will be available beginning at 9:00 a.m. Eastern Time on May 14, 2026, 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.

Table of Contents

PageNumber
Proxy Statement Summary1
Proposal 1—Election of Trustees5
Our Board of Trustees12
Company’s Commitment to Sustainability19
Our Executive Officers22
Proposal 2—Advisory Vote to Approve Executive Compensation22
Compensation Committee Interlocks and Insider Participation23
Report of the Compensation Committee23
Compensation Discussion and Analysis24
Compensation + Risk38
Summary Compensation Table38
All Other Compensation39
2025 Grants of Plan-Based Awards39
Outstanding Equity Awards at December 31, 202540
Stock Vested in 202541
CEO Pay Ratio41
Pay Versus Performance41
Potential Payments on Termination, Change in Control, Death or Disability44
Equity Compensation Plan Information46
Proposal 3—Ratification of the Appointment of Independent Auditor47
Independent Registered Public Accounting Firm47
Report of the Audit Committee48
Code of Ethics; Review and Approval of Related Party Transactions49
Share Ownership of our Trustees, Executive Officers and 5% Beneficial Owners50
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 14, 202651
Questions + Answers51
Non-GAAP Measure Definitions56
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.