1 unchanged sentence
Trading Arrangements
−Removed: During the three months ended June 30, 2025, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any " non-Rule 10b5-1 trading arrangement."
+Added: During the three months ended September 30, 2025, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any " non-Rule 10b5-1 trading arrangement."
+Added: Second Amendment to Second Amended and Restated Limited Partnership Agreement
+Added: On October 27, 2025, we, as general partner of JBG SMITH LP, entered into Amendment No.
+Added: 2 to the Second Amended and Restated Limited Partnership Agreement of JBG SMITH LP, dated as of December 17, 2020 (as so amended, the "Partnership Agreement").
+Added: Amendment No.
+Added: 2 to the Partnership Agreement (the "Second Amendment") (i) provides that we can engage in Extraordinary Transactions (as defined therein) without a vote of the limited partners of JBG SMITH LP ("Unitholders");
+Added: provided the transactions meet certain customary requirements intended to protect Unitholders, (ii) adds a new provision giving us, as general partner, a limited call right to redeem, at any time, partnership units from any Unitholder that, at the time of the redemption, owns less than 10,000 partnership units and (iii) makes other conforming updates resulting from the changes described in clauses (i) and (ii).
+Added: The Second Amendment was approved by holders of OP Units and LTIP Units (collectively, the "Unitholders") holding a majority of the partnership units entitled to vote thereon.
+Added: The foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.
+Added: Articles Supplementary Reclassifying and Designating Class B Shares
+Added: On October 24, 2025, we filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland (the "SDAT") to reclassify 30.0 million shares of our authorized but unissued common shares, par value $0.01 per share, as Class B Common Shares, with the powers, designations, preferences and other rights as set forth therein ("Class B Shares").
+Added: The Articles Supplementary became effective at 12:01 a.m.
+Added: on October 27, 2025.
+Added: The Articles Supplementary provide that each Class B Share entitles the holder to one (1) vote on each matter upon which holders of common shares are entitled to vote, but Class B Shares have no separate class voting rights, except for amendments to the Declaration of Trust (as defined therein) that materially adversely affect the voting powers or other rights of holders of Class B Shares disproportionately relative to common shares;
+Added: provided, however, that the amendment of the provisions of the Declaration of Trust to authorize or create, or to increase the authorized amount of, any class or series of shares of beneficial interest entitled to vote on matters as to which the common shares and the Class B Shares are entitled to vote shall not be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Class B Shares.
+Added: Class B Shares do not have any economic rights or rights to any dividends, distributions or proceeds upon
+Added: our liquidation.
+Added: One Class B Share will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit.
+Added: Class B Shares will not be listed on any national securities exchange and will generally not be transferable other than in connection with a permitted transfer of a Unitholder’s Elected Units (as defined below), in which case transfer of the corresponding Class B Shares would be required.
+Added: The foregoing description of the Articles Supplementary is not complete and is subject to and qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.4 to this Quarterly Report and is incorporated herein by reference.
+Added: Issuance of Class B Shares
+Added: In September 2025, we communicated with Unitholders to (i) seek approval of the Second Amendment and (ii) offer the Unitholders the right to affirmatively elect to receive a Class B Share for each partnership unit voted in favor of the Second Amendment (each, an "Elected Unit").
+Added: On October 27, 2025, we issued 13.9 million Class B Shares to Unitholders who approved the Second Amendment and elected to receive Class B Shares.
+Added: As a result, Unitholders who hold Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class, except in the limited circumstances described above.
+Added: The issuance of Class B Shares is exempt from registration under the Securities Act of 1933, as amended .
+Added: It is contemplated that in the future, issuances of LTIP Units and OP Units will be accompanied by corresponding issuances of an equal number of Class B Shares.
(a) Exhibit Index
2 unchanged sentences
Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
+Added: Articles Supplementary Establishing and Fixing the Rights and Preferences of a Class of Shares of Beneficial Interest .
Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Current Report on Form 10-Q, filed on August 8, 2023) .
+Added: Second Amendment to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties, LP .
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
JBG SMITH Properties
−Removed: July 29, 2025
+Added: October 28, 2025
Moina Banerjee
3 unchanged sentences
JBG SMITH Properties
−Removed: July 29, 2025
+Added: October 28, 2025
/s/ Angela Valdes
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.