Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
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."
Second Amendment to Second Amended and Restated Limited Partnership Agreement
On October 27, 2025, we, as general partner of JBG SMITH LP, entered into Amendment No. 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"). Amendment No. 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"); 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). 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.
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.
Articles Supplementary Reclassifying and Designating Class B Shares
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"). The Articles Supplementary became effective at 12:01 a.m. on October 27, 2025.
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; 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. Class B Shares do not have any economic rights or rights to any dividends, distributions or proceeds upon
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our liquidation. One Class B Share will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit.
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.
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.
Issuance of Class B Shares
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"). 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. 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. The issuance of Class B Shares is exempt from registration under the Securities Act of 1933, as amended . 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.
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ITEM 6. EXHIBITS
(a) Exhibit Index
Exhibits
Description
3.1
Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2
Articles Supplementary 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 March 6, 2018).
3.3
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).
3.4**
Articles Supplementary Establishing and Fixing the Rights and Preferences of a Class of Shares of Beneficial Interest .
3.5
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) .
10.1**
Second Amendment to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties, LP .
31.1**
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.
31.2**
Certification of Chief Financial 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.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Extension Calculation Linkbase
101.LAB
Inline XBRL Extension Labels Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
**
Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JBG SMITH Properties
Date:
October 28, 2025
/s/ M. Moina Banerjee
M. Moina Banerjee
Chief Financial Officer
(Principal Financial Officer)
JBG SMITH Properties
Date:
October 28, 2025
/s/ Angela Valdes
Angela Valdes
Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.