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Item 1A. Risk Factors

2026-02-17 compared with 2025-02-18 · 77 added, 96 removed, 322 unchanged (35% of the section changed)

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metropolitan area and nationwide, including in our portfolio, has remained relatively low and may continue to decline due to increased usage of teleworking arrangements and more flexible work-from-anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g.

certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting, which could lead to continued lower office occupancy (as of December 31, 2024, 13.5% of our commercial and retail leases at our share, based on square footage, were scheduled to expire in 2025 or had month-to-month terms, and 4.4% were scheduled to expire in 2026), and new leasing has been slow to recover and may continue to lag due to delayed return-to-office plans and decision-making related to future office utilization.

certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting, including by the federal government, which could lead to continued lower office occupancy (as of December 31, 2025, 9.9% of our office and retail leases at our share, based on square footage, were scheduled to expire in 2026 or had month-to-month terms, and 14.3% were scheduled to expire in 2027), and new leasing has been slow to recover and may continue to lag due to delayed return-to-office plans and decision-making related to future office utilization.

Our portfolio of assets is geographically concentrated in Washington, D.C.

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We are particularly susceptible to adverse economic or other conditions in the Washington D.C.

metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, actual or anticipated federal government shutdowns, uncertainties related to federal elections, relocations of businesses or federal agencies and functions, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which may have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio.

metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns and actual or anticipated federal government shutdowns, the decreases in size of the federal government, including recent and any future actual or anticipated efforts of the federal government to reduce government spending, uncertainties related to federal elections, relocations of businesses or federal agencies and functions, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, military activity or law enforcement presence, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which have and may in the future continue to have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio.

For example, we have observed a decrease in demand for our multifamily operating portfolio, which is mirrored by the broader Washington D.C.

metropolitan area, resulting from a weaker job market, driven by losses in the federal government, which lost 52,400 jobs from November 2024 to November of 2025.

Additionally, acts of violence, including terrorist attacks in the Washington, D.C.

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metropolitan area as a whole also apply to the individual submarkets where our assets are located.

National Landing makes up approximately 75% of our portfolio based on square footage at our share, and we expect that percentage to increase in the coming years.

National Landing makes up almost 80.0% of our portfolio based on square footage at our share, and we expect that percentage to increase in the coming years.

Any adverse economic or other conditions in the Washington, D.C.

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metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government.

For instance, certain of our GSA tenants have reduced their leased square footage.

In January 2025, the current presidential administration announced an executive order establishing DOGE to reform federal government processes and reduce expenditures.

A significant portion of our leases are with tenants that are federal government contractors or defense-related companies.

These tenants rely heavily on continued federal government spending and contract awards.

Any reduction in federal government budgets, changes in procurement policies, or cost-cutting measures—particularly those affecting defense or related programs—could negatively impact the financial condition of these tenants, which could result in these tenants seeking to renegotiate lease terms, failing to renew leases, or defaulting on their obligations.

federal government has and may continue to implement initiatives focused on efficiencies, affordability and cost reductions, such as those pursued by DOGE, which may negatively impact our current leases with tenants that are with government entities, and/or negatively impact our tenants including government entities, government contractors and/or government employees and related demand for our residential and commercial real estate portfolio.

Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us.

We have significant exposure to Amazon and the National Landing submarket .

The impact of Amazon's headquarters in National Landing is difficult to forecast and quantify and may differ from what we, financial or industry analysts or investors anticipate and have anticipated since Amazon’s November 2018 announcement that it had selected sites in National Landing as the location of its new headquarters.

We have significant exposure to Amazon as a tenant and as a result of fees we expect to receive from them as developer, property manager, and retail leasing agent for the company’s headquarters at National Landing.

As of December 31, 2024, we have leases with Amazon in two office buildings in National Landing totaling approximately 357,000 square feet with annualized rent totaling $16.6 million.

We have significant exposure to Amazon as a tenant and as a result of fees we expect to receive from them as developer, property manager and retail leasing agent.

As of December 31, 2025, we have leases with Amazon in two office buildings

in National Landing totaling approximately 357,000 square feet with annualized rent totaling $16.9 million.

If Amazon invests less than the announced amounts in National Landing or makes such investment over a longer period than anticipated, if its business prospects decline, if it reduces the size of its workforce in National Landing below initially anticipated levels or further delays hiring or if it leases, releases or develops less square footage than anticipated, our ability to achieve the benefits associated with Amazon's headquarters location in National Landing could be adversely affected.

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If we do not achieve the perceived benefits of such location as rapidly or to the extent anticipated by us, financial or industry analysts or investors, we and potentially the market price of our common shares could be adversely affected.

Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does

not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.

Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.

We derive a significant portion of our revenue from U.S.

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For the year ended December 31, 2025, GSA was our largest single tenant, with 30 leases comprising 23.6% of total annualized rent at our share.

The occurrence of events that have a negative impact on the demand for federal government office space, such as a decrease in federal government payrolls or a change in policy that prevents governmental tenants from renting our office space or relocation of federal agencies and functions away from the Washington, D.C.

region, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting other categories of tenants.

Additionally, a federal government shutdown could delay or prevent us from collecting rent payments from our federal government tenants.

Events could lower demand for federal government office space, such as a decrease in federal government payrolls, a change in policy that prevents governmental tenants from renting our office space or relocation of federal agencies and functions away from the Washington, D.C.

region, which would have a much larger adverse effect on our revenue than a corresponding occurrence affecting commercial tenants.

Additionally, a federal government shutdown has and could in the future delay or prevent us from collecting rent payments from our federal government tenants.

If demand for federal government office space were to decline, it would be more difficult for us to lease our buildings and could reduce overall market demand and corresponding rental rates, all of which could have a material adverse effect on us.

For example, we have been notified by a GSA tenant that they are vacating their space totaling approximately 88,000 square feet in 2025.

Additionally, the recent change of presidential administration has placed increased focus on reduction of government spending, which could impact U.S.

For example, we are aware of two GSA tenants that may vacate their space totaling approximately 63,000 square feet in 2026.

Additionally, this presidential administration has placed increased focus on reduction of government spending, which could impact U.S.

federal government leasing practices and upcoming renewals.

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federal government tenants that will expire.

Lease agreements with these federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including rules and regulations related to audits and records and subcontractor cost or pricing data.

Lease agreements with these federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including those related to audits and records, subcontractor cost or pricing data, and anti-kickback and other ethics-focused laws.

In addition, there are requirements relating to the potential application of equal opportunity provisions and related anti-discrimination requirements, including but not limited to, the Civil Rights Act of 1964, the Vietnam Era Veterans’ Readjustment Assistance Act, the Rehabilitation Act of 1973, and the Randolph-Sheppard Act.

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Similarly, compliance procedures associated with rent control statutes and low- and moderate-income housing regulations could have a negative impact on our operating costs, and any failure to comply with low- and moderate-income housing regulations could result in the loss of certain tax benefits and the forfeiture of rent payments.

In addition, such low- and moderate-income housing regulations often require us to rent a certain number of units at below-market rents, which has a negative impact on our ability to increase cash flows from our multifamily assets subject to such regulations.

In addition, such low- and moderate-income housing regulations often require us to rent a certain number of units at below-

market rents, which has a negative impact on our ability to increase cash flows from our multifamily assets subject to such regulations.

Furthermore, such regulations may negatively impact our ability to attract higher-paying residents to such properties.

As of December 31, 2025, all of our multifamily assets located within the Washington, D.C.

metro region were subject to such regulations.

metropolitan area were subject to such regulations.

We are exposed to risks associated with real estate development and redevelopment, such as unanticipated expenses, delays and other contingencies, any of which could have a material adverse effect on us.

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● construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;

● inflation and domestic tariff policies could increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits.

In 2023, these conditions made new development starts infeasible;

● inflation and domestic tariff policies could increase the costs for businesses which can deter new tenants from leasing space in commercial office buildings, reducing occupancy rates and hindering the growth of National Landing, and increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits;

● time required to complete the construction or redevelopment of a project or to lease-up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

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● the availability and pricing of financing to fund our development activities on favorable terms or at all.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us.

In some instances, these risks have resulted in and could in the future result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us.

Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us.

As of December 31, 2025, 10.4% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity.

In particular, we may use real estate ventures as a significant source of equity capital to fund our development strategy.

In particular, we may use real estate ventures as a significant source of equity capital to fund our development and acquisition strategies.

Consequently, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, real estate venture or other entity, or structure of ownership and may, under certain circumstances, be exposed to risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, and we may be forced to make contributions to maintain the value of the property.

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We and our respective partners or co-venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction.

In addition, a sale or transfer by us to a third party of our interests in the partnership or real estate venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or real estate venture.

In addition, a sale or transfer by us to a third party of our interests in the partnership or real estate venture may be subject to consent rights or rights of first refusal

in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or real estate venture.

Where we are a limited partner or non-managing member in any partnership or limited liability company, if the entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in that entity, including by contributing our interest to a subsidiary of ours that is subject to corporate level income tax.

Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on

our business.

In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

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Members of our senior management team have national or regional industry reputations that attract business and investment opportunities and assist us in negotiations with lenders, existing and potential tenants and other industry participants.

The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us.

opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us.

The actual density of our development pipeline and/or any development parcel may not be consistent with our estimated potential development density.

As of December 31, 2024, we estimate that our 19 assets in our development pipeline will total 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density.

As of December 31, 2025, we estimate that our development pipeline can support 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density.

The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2025.

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The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is any intentional or unintentional adverse event that threatens the confidentiality, integrity, or availability of our information resources and can include unauthorized persons gaining access to systems to disrupt operations, corrupting data or stealing confidential information.

In the normal course of business, we and our service providers process proprietary, confidential, and personal information provided by our tenants, employees, and vendors through a variety of information technology networks and systems, including some provided by third parties.

The risk of a cyber incident or disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks have increased globally.

Further, adoption of AI tools by us or by third parties may pose new cybersecurity challenges.

We use software and platforms designed to detect such cybersecurity threats, including AI-based tools, but AI is increasingly employed in social engineering and other cyber attacks, and the risks of those attacks being successful has increased as well.

As our reliance on technology increases, so do the risks posed to our systems – both internal and external.

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and private data exposure.

A significant and extended disruption could damage our business or reputation, cause a loss of revenue, have an adverse effect on tenant relations, cause an unintended or unauthorized public disclosure, or lead to the misappropriation of proprietary, personally identifying, and confidential information, any of which could result in us incurring significant expenses to resolve these kinds of issues.

Although we have implemented processes, procedures and controls to help mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations.

A significant and extended disruption could damage our business or reputation, cause a loss of revenue, have an adverse effect on tenant relations, cause an unintended or unauthorized disclosure of confidential information, including proprietary or personal information, or lead to the misappropriation of such information, any of which could result in us incurring significant expenses to resolve these kinds of issues.

Although we have implemented processes, procedures and controls to help prevent and mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations.

Even security measures that are appropriate, reasonable and/or in accordance with applicable legal requirements may not be sufficient to protect the information we maintain.

Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering.

We and our third-party providers have been the target of cybersecurity threats and we expect them to continue.

As of December 31, 2024, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition.

A successful attack on one of our service providers could result in a compromise of our own network, theft of our data, legal obligations or liabilities, deployment of ransomware or a disruption in our supply chain or of services upon which we rely.

Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted cyber incidents evolve and generally are not recognized until they have been launched against a number of targets.

Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious code, and similar means of unauthorized and destructive tampering.

We and our third-party providers have experienced cybersecurity threats and incidents in the past and we expect them to continue.

However, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition within the last three years.

A successful attack on one of our service providers could result in a compromise of our own network, theft of our data, legal obligations or liabilities, deployment of ransomware or similar extortion schemes, a disruption in our supply chain or of services upon which we rely.

Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted cyber incidents evolve and may not be recognized until they have been launched against a number of targets.

Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk.

If any of the foregoing risks materialize, it could have a material adverse effect on us.

Pandemics and other health concerns could have a negative effect on our business, results of operations, cash flows and financial condition.

Pandemics as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to multifamily and office industry or the economy as a whole.

The impacts of such events could be severe and far-reaching, and may impact our operations in several ways.

Additionally, pandemic outbreaks could lead governments and other authorities around the

world, including federal, state and local authorities in the United States, to impose new or heightened measures intended to mitigate its spread, including restrictions on freedom of movement and business operations such as issuing guidelines, travel bans, border closings, business closures, quarantine orders, and orders not allowing the collection of rents, rent increases, or eviction of non-paying tenants.

In the event of a decline in business activity and demand for real estate transactions, our ability or desire to grow or diversify our portfolio could be affected.

Additionally, local and national authorities could extend or re-implement certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants.

Unanticipated costs and operating expenses coupled with decreased anticipated and actual revenue as a result of compliance with regulations could negatively impact our business, results of operations, cash flow, and overall financial condition and/or our ability to satisfy certain REIT-related requirements.

The full extent of the impact of a pandemic on our business is largely uncertain and dependent on a number of factors beyond our control, and we are not able to estimate with any degree of certainty the effect a pandemic, or measures intended to curb its spread, could have on our business, results of operations, financial condition and cash flows.

Moreover, many of the other risk factors described herein could be more likely to impact us as a result of a pandemic or measures intended to curb its spread.

Increased focus on our sustainability business values may constrain our business operations, impose additional costs and expose us to new risks that could have a material adverse effect on us.

Our business values integrate environmental sustainability, social responsibility and strong governance practices throughout our organization—these types of matters have become increasingly important to investors and other stakeholders.

Some investors may use these factors to determine their investment strategies, while current and potential employees and business partners may consider these factors when considering relationships with us.

Certain organizations that provide corporate risk and corporate governance advisory services to investors have developed scores and ratings to evaluate companies based upon these metrics, and investors may consider a company's score as a factor in making an investment decision.

There can be no assurance that our focus on our sustainability business values will be well regarded by investors, particularly since the criteria by which companies are rated for their sustainability efforts may change.

Additionally, focus and activism related to sustainability matters may constrain our business operations or increase expenses, and we may face reputational damage if our corporate responsibility initiatives do not meet the standards set by various constituencies, including those of third-party providers of corporate responsibility ratings and reports.

A low sustainability score could result in a negative perception of us, exclusion of our securities from consideration by certain investors and/or cause investors to reallocate their capital away from us, each of which could have an adverse impact on the price of our securities.

As we continue to integrate environmental sustainability, social responsibility and strong governance practices throughout our organization, we could also be criticized for the scope or nature of our initiatives or goals.

We could also encounter reactions from governmental actors (such as anti-environmental, social and governance legislation or retaliatory legislative treatment), tenants and residents, that could have a material adverse effect on us.

We face risks related to multifamily rental antitrust, regulatory scrutiny and related litigation.

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Regardless of whether we remain named in the District of Columbia lawsuit or any other lawsuits or become the focus of any governmental investigation, we may incur substantial costs related to these lawsuits, whether as a defendant or as a third-party witness.

Additionally,

settlements by RealPage, Inc.

Additionally, settlements by RealPage, Inc.

or other defendants in such cases could impact the multifamily industry in ways that have an adverse effect on us.

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Additionally, we may be unable to identify, negotiate, finance or consummate acquisitions of properties, or acquire properties on favorable terms, or at all.

● The composition of our portfolio by asset type is likely to continue to change over time, which could expose us to different asset class risks than if our portfolio composition remained static or cause certain risks within an asset class to become more or less important as our composition changes, and we may be adversely affected by trends in the asset classes we currently own.

● We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us.

● The composition of our portfolio by asset type is likely to continue to change over time, which could expose us to different asset class risks than if our portfolio composition remained static or cause certain risks within an asset class to become more or less important, and we may be adversely affected by trends in the asset classes we currently own.

● We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, utilities and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us.

● Pandemics and other health concerns could cause a material disruption to the multifamily and office industries or the economy as a whole and have a negative effect on our business, our results of operations, our cash flow and our financial condition.

● Macroeconomic trends, including increases in inflation and interest rates, could have a material adverse effect on us, as well as our tenants, which may adversely impact our business, financial condition and results of operations.

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These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release, and the liability may be joint and several.

The presence of contamination or the failure to remediate contamination may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) result in restrictions on the manner in which a property may be used or businesses may be operated, or (iv) impair our ability to sell or lease real estate or to borrow using the real estate as collateral.

The presence of contamination or the failure to remediate contamination may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource

damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) result in restrictions on the manner in which a property may be used or businesses may be operated, or (iv) impair our ability to sell or lease real estate or to borrow using the real estate as collateral.

To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.

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To date, these environmental assessments have not revealed any environmental condition material to our business.

human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us or operating restrictions on our properties.

However, we cannot give assurance that these environmental assessments have revealed all potential environmental liabilities, and identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us or operating restrictions on our properties.

In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a "carbon tax").

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the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares;

the risk of dilution of ownership in our company due to certain actions taken by us;

the risk of dilution of ownership and/or voting power in our company due to certain actions taken by us;

the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares;

the risk that our repurchase program may result in our shares being less liquid than they have been in the past;

and the risk that the announcement of a material change may result in a rapid and significant decline in the price of our common shares.

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Our cash flow from operations may be insufficient to meet our required debt service and payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our assets or to pay the dividends currently contemplated.

Additionally, our debt agreements include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and to make capital expenditures, and some of our debt agreements also include requirements to maintain financial ratios.

Additionally, our debt agreements include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and in certain circumstances, to pay dividends, make distributions and repurchase common shares, and some of our debt agreements also include requirements to maintain financial ratios.

Our ability to borrow is subject to compliance with these and other covenants, and failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from other sources or give possession of a property to the lender.

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There can be no assurance that new capital will be available or available on acceptable terms.

Our future plans, including share repurchases and development, are capital intensive.

Our future plans, including share repurchases, development and acquisitions, are capital intensive.

We anticipate funding these plans through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof.

To the extent we dispose of assets to fund our development and investment plans, we may dispose of multifamily, commercial, and/or retail assets as well as land, but expect, in the current environment, to source liquidity from our multifamily assets in Washington, D.C.

Depending on the type of assets we sell and extent of these sales, the composition of our portfolio could change significantly such that we may no longer be a mixed-asset real estate company, and depending on the resulting proportion of our office to multifamily assets, our portfolio may be viewed less favorably by investors and the capital markets, which could have an adverse effect on our ability to continue to raise capital to fund our business.

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The liquidity of our common shares may decline as a result of our continued repurchase of our common shares.

Since launching our share repurchase program in 2020 through December 31, 2024, we have repurchased and retired 56.8 million common shares, which is 38% of the common shares and OP units outstanding as of December 31, 2019, for $1.1 billion, a weighted average purchase price per share of $19.87.

Since launching our share repurchase program in 2020 through December 31, 2025, we have repurchased and retired 83.6 million common shares, which is 62.3% of the common shares outstanding as of December 31, 2019, for $1.6 billion, a weighted average purchase price per share of $18.79.

In February 2025, our Board of Trustees increased our common share repurchase authorization from $1.5 billion to $2.0 billion.

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We are subject to interest rate risk, which could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt.

As of December 31, 2024, $672.3 million of our outstanding consolidated debt was subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates.

While some of this debt is protected against interest rate increases above specified rates via interest rate cap agreements, the remainder does not benefit from such arrangements.

As of December 31, 2025, $205.0 million was outstanding under our revolving credit facility, and we had $600.9 million ($635.9 million, including our share of debt for unconsolidated real estate ventures) of mortgage loans outstanding both subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates.

While most of these mortgage loans are protected against interest rate increases above specified rates via interest rate cap agreements, the remainder does not benefit from such arrangements.

Further, we may borrow money at variable interest rates in the future without the benefit of associated hedges and caps.

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Tax consequences to holders of OP Units upon a sale of certain of our assets may cause the interests of our senior management to differ from your own.

Some holders of OP Units, including some members of our senior management, may suffer different and more adverse tax consequences than holders of our common shares upon the sale of certain of the assets owned by JBG SMITH LP, and therefore these holders may have different objectives regarding the material terms of any sale or refinancing of certain assets, or whether to sell such assets at all.

Certain of our trustees and executive officers may have actual or potential conflicts of interest, including because of their previous or continuing equity interest in, or positions at JBG, including trustees and members of our senior management, who have an ownership interest in the JBG Legacy Funds and own carried interests in certain JBG Legacy Funds and in certain of our real estate ventures that entitle them to receive additional compensation if certain funds or real estate ventures achieve certain return thresholds.

Some of our trustees and executive officers are persons who were employees of JBG, and they own equity interests in certain JBG Legacy Funds and related entities.

Ownership of interests in the JBG Legacy Funds and current or past service as a managing member, at JBG, could create, or appear to create, potential conflicts of interest.

Certain of the JBG Legacy Funds own the JBG Excluded Assets, which JBG Legacy Funds are owned in part by members of our senior management and certain trustees.

In addition, although the asset management and property management fees associated with the JBG Excluded Assets were assigned to us upon completion of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds held by former JBG executives (who became members of our management team) and certain trustees were not transferred to us and remain under the control of these individuals.

Our management's

time and efforts may be diverted from the management of our assets to management of the JBG Legacy Funds, which could adversely affect the execution of our business plan and our results of operations and cash flow.

Members of our senior management and certain trustees have an ownership interest in the JBG Legacy Funds and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive additional compensation if the fund or real estate venture achieves certain return thresholds.

Additionally, in the future, we may elect to assign to certain employees a percentage of third-party fees, carried interests or other equity interests in certain assets, joint ventures or other real estate ventures.

As a result, such employees could be incentivized to spend time and effort maximizing the cash flow from the assets being retained by the JBG Legacy Funds or other relevant real estate ventures in which they have an ownership or other interest, including through sales of assets, which may, for example, accelerate payments of the carried interest but would reduce the asset management and other fees that would otherwise be payable to us with respect to the JBG Excluded Assets.

These actions could adversely impact our results of operations and cash flow.

Other potential conflicts of interest may arise with the JBG Legacy Funds or other relevant real estate ventures if we engage in direct transactions or compete for tenants.

Some members of our senior management team and Board of Trustees are holders of OP Units.

Those unitholders may have conflicting interests with holders of our common shares.

For example, some holders of OP Units may suffer different and more adverse tax consequences than holders of our common shares upon the sale of certain of the assets owned by JBG SMITH LP, and, therefore, these holders may have different objectives regarding the appropriate pricing, timing and material terms of any sale or refinancing of certain assets, or whether to sell such assets at all, which could influence their decisions in their capacities as members of management or the Board of Trustees.

Certain of our trustees and executive officers may have actual or potential conflicts of interest as a result of other past and future investments in real estate ventures.

Ownership of interests in the JBG Legacy Funds, current or past service as a managing member at JBG, co-investments made alongside our investments, and other investments in real estate ventures by our executive officers and trustees, if any, could create, or appear to create potential conflicts of interest.

Potential conflicts of interest may arise with the other relevant real estate ventures, including JBG Legacy Funds, if we engage in direct transactions or compete for assets or tenants.

For example, we have entered, and in the future may enter into transactions with the JBG Legacy Funds, such as purchasing assets from them.

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Additionally, our declaration of trust authorizes the Board of Trustees, without shareholder approval, to establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders.

For example, in October 2025, we issued Class B Shares to certain LTIP Unit and OP Unit holders.

These Class B Shares, which have no economic rights and no rights to dividends, distributions or proceeds upon our liquidation, entitle such holders of Class B Shares to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class.

Our declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change of control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders.

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However, we cannot assure you that our Board of Trustees will not opt to be subject to such provisions of the MGCL in the future, including opting to be subject to such provisions retroactively.

The limited partnership agreement of JBG SMITH LP requires the approval of the limited partners with respect to certain extraordinary transactions involving JBG SMITH, which may reduce the likelihood of such transactions being consummated, even if they are in the best interests of, and have been approved by, our shareholders.

The limited partnership agreement of JBG SMITH LP provides that we may not engage in a merger, consolidation or other combination with or into another person, a sale of all or substantially all of our assets, or a reclassification, recapitalization or a change in outstanding shares (except for changes in par value, or from par value to no par value, or as a result of a subdivision or combination of our common shares), which we refer to collectively as an extraordinary transaction, unless specified criteria are met.

In particular, with respect to any extraordinary transaction, if partners will receive consideration for their limited partnership units and if we seek the approval of our shareholders for the transaction (or if we would have been required to obtain shareholder approval of any such extraordinary transaction but for the fact that a tender offer shall have been accepted with respect to a sufficient number of our common shares to permit consummation of such extraordinary transaction without shareholder approval), then the limited partnership agreement prohibits us from engaging in the extraordinary transaction unless we also obtain "partnership approval." To obtain "partnership approval," we must obtain the consent of our limited partners (including us and any limited partners majority owned, directly or indirectly, by us) representing a percentage interest in JBG SMITH LP that is equal to or greater than the percentage of our outstanding common shares required (or that would have been required in the absence of a tender offer) to approve the extraordinary transaction, provided that we and any limited partners majority owned, directly or indirectly, by us will be deemed to have provided consent for our partnership units solely in proportion to the percentage of our common shares approving the extraordinary transaction (or, if there is no shareholder vote with respect to such extraordinary transaction because a tender offer shall have been accepted with respect to a sufficient number of our common shares to permit consummation of the extraordinary transaction without shareholder approval, the percentage of our common shares with respect to which such tender offer shall have been accepted).

The limited partners of JBG SMITH LP may have interests in an extraordinary transaction that differ from those of common shareholders, and there can be no assurance that, if we are required to seek "partnership approval" for such a transaction, we will be able to obtain it.

As a result, if a sufficient number of limited partners oppose such an extraordinary transaction, the limited partnership agreement may prohibit us from consummating it, even if it is in the best interests of, and has been approved by, our shareholders.

Substantially all our assets are owned by subsidiaries.

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As permitted by MGCL, under our declaration of trust, trustees and officers shall not be liable to us and our shareholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services;

or a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.

or a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was

material to the cause of action adjudicated.

In addition, our declaration of trust and indemnification agreements require us to indemnify our trustees and officers (in some cases, without requiring a preliminary determination of the trustee's or officer's ultimate entitlement to indemnification) for actions taken by them in those and certain other capacities to the maximum extent permitted by MGCL.

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If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify under the relevant statutory relief provisions, we would have to pay federal income tax on our taxable income at regular corporate rates, could not deduct our distributions in determining our taxable income subject to tax, and would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases.

If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would not be required to make distributions to shareholders in

that taxable year and in future years until we again were able to qualify as a REIT.

In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions.

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federal income tax laws, including the possibility of major tax legislation, could have a material and adverse effect on us or our shareholders.

We cannot predict whether, when, to

what extent or with what effective dates new U.S.

We cannot predict whether, when, to what extent or with what effective dates new U.S.

federal tax laws, regulations, interpretations or rulings will be issued.

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Such factors include:

● the economic health and public safety climate of the greater Washington Metro region and our geographic concentration therein, particularly our concentration in National Landing;

● decreases in demand for office space in the Washington, D.C.

metropolitan area, particularly with respect to our two largest tenants, Amazon and the federal government;

● the economic health and public safety climate of the greater Washington, D.C.

metropolitan area and our geographic concentration therein, particularly our concentration in National Landing;

● trends in demand for office space in the Washington, D.C.

metropolitan area, particularly with respect to our two largest tenants:

Amazon and the federal government as well as tenants in defense and technology industries;

● the amount and timing of Amazon’s investments in National Landing and revenue we receive from them currently and may receive in the future;

● whether any or all of the other three demand drivers discussed above will fail to materialize;

● whether any or all of the other demand drivers discussed above will fail to materialize;

● reductions in or actual or threatened changes to the timing of federal government spending;

● changes in general political, regulatory, economic, public safety and competitive conditions and specific market conditions;

● the risks associated with federal government shutdowns and the federal government’s recent and ongoing efforts to reduce government spending;

● the risks associated with real estate development and redevelopment, including unanticipated expenses, delays and other contingencies;

● the risks associated with the acquisition, disposition and ownership of real estate in general and our real estate assets in particular;

● the ability to complete desired acquisitions, dispositions and share repurchases on the terms and timeline anticipated;

● the ability to control our operating expenses;

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You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

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.

What changed 10-K

Item 1A. Risk Factors