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Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-18 · 182 added, 161 removed, 345 unchanged (50% of the section changed)

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Organization and Basis of Presentation

JBG SMITH, a Maryland real estate investment trust, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and retail tenants.

Through an intense focus on placemaking, JBG SMITH cultivates vibrant, highly amenitized, walkable neighborhoods throughout the Washington, D.C.

metropolitan area.

Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers:

Amazon's headquarters;

Virginia Tech's $1 billion Innovation Campus;

proximity to the Pentagon;

and our placemaking initiatives and public infrastructure improvements.

In addition, our third-

party real estate services business provides fee-based real estate services.

JBG SMITH, a Maryland real estate investment trust, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, where through our focus on Placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods.

In addition, our third-party real estate services business provides fee-based real estate services.

Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP.

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Our three operating and reportable segments are multifamily, commercial and third-party real estate services.

We compete with many property owners and developers.

We compete with many property owners, investors and developers.

Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels.

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As of December 31, 2025, our Operating Portfolio consisted of 39 operating assets comprising 15 multifamily assets totaling 6,519 units (6,333 units at our share), 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor .

Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 19 assets in our development pipeline totaling 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density.

Additionally, our development pipeline totaled 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density.

Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement.

We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of Placemaking strategies.

Our Placemaking includes the delivery of new multifamily assets, the delivery of redeveloped and new office assets subject to demand therefor, amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces.

Our Placemaking includes the delivery of new multifamily assets;

subject to demand therefore, the delivery of redeveloped and new office assets;

amenity retail;

and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces.

In keeping with our dedication to Placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces.

To that end, we saw the delivery of two placemaking projects, Water Park and Surreal in 2023.

In 2024, we delivered The Grace and Reva with 808 multifamily units and approximately 38,000 square feet of retail space.

We expect to deliver 2000/2001 South Bell Street, a 775-unit multifamily asset comprising two towers, Valen and The Zoe with ground floor retail, in 2025.

Additionally, in 2024, we started construction on a new office amenity hub at 2011 Crystal Drive that, along with a repositioning of the asset itself, brings a large scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

A fundamental component of our strategy to maximize long-term NAV per share is thoughtful capital allocation.

We evaluate development, disposition, share repurchases and other investment decisions based on how they may impact long-term NAV per share.

To that end, we saw the delivery of two food and beverage Placemaking projects in 2023:

Water Park and Surreal.

In 2024, we delivered two multifamily projects:

The Grace and Reva with 808 units and approximately 38,000 square feet of retail space.

In 2025, we delivered two additional multifamily projects:

The Zoe and Valen with 775 units and approximately 19,000 square feet of retail space.

Also, in 2025, we received entitlement approvals to convert two obsolete office buildings into residential and hospitality uses and develop townhomes on currently vacant land.

We subsequently sold the site now entitled for hospitality to a hotel owner/operator, and in 2026, we sold the vacant land to a townhome developer.

These actions served our strategy of continuing to introduce complimentary uses to National Landing that support a vibrant mixed-use environment.

Finally, in the first half of 2026, we expect to complete construction on a new office amenity hub at 2011 Crystal Drive that, along

with a repositioning of the asset itself, brings to National Landing a large-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

Our capital allocation strategy remains anchored in our core objective of maximizing long-term NAV per share growth.

Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital and risk-adjusted return potential.

We continue to believe that share repurchases offer highly attractive returns when our shares trade at a meaningful discount to NAV.

In today’s market environment, we believe that distressed office acquisitions offer comparably compelling economics.

Going forward, the balance between our investment in new acquisitions and share repurchases will remain entirely opportunistic.

We intend to fund growth opportunities through a combination of asset sales and private equity joint ventures.

The latter may allow us to generate additional fee and carried interest revenue.

During 2025, we capitalized on distressed office acquisitions by acquiring Tysons Dulles Plaza, a three-building office campus with 491,494 square feet in Tysons, Virginia, for $42.3 million.

We also acquired Dulles View, two office towers in Herndon, Virginia, which comprise 354,378 square feet, through a real estate venture for $31.5 million, or $18.9 million at our 60.0% share.

We intend to continue to opportunistically sell or recapitalize assets (which may be multifamily, commercial and/or retail assets) as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value.

As long as we believe our share price does not reflect the underlying, intrinsic value of our business, as we do now, we expect to continue repurchasing shares through our share repurchase plan (which has a capacity of approximately $838 million as of February 14, 2025) and to fund such repurchases through such asset sales or recapitalizations.

In a climate where office assets are near cyclical lows with limited liquidity, we intend in the near term to focus on sourcing liquidity from multifamily assets, specifically our multifamily assets in Washington, D.C.

where our holdings are less concentrated.

In a climate where office valuations are near cyclical lows with limited liquidity, the most efficiently priced source of capital will likely come from our multifamily assets.

To that end, we are currently marketing for sale select multifamily and land assets.

During 2025, we sold three multifamily assets and two development parcels for total gross sales proceeds of $554.0 million and sold a 40.0% interest in a real estate venture that owns West Half, a multifamily asset, for $100.0 million.

Recycling these assets will also further advance our strategy to concentrate our portfolio in National Landing.

Our in-service multifamily portfolio, which refers to operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of December 31, 2024, was 94.8% occupied as of December 31, 2024, an increase of 10 basis points as compared to December 31, 2023.

During the fourth quarter of 2024, we increased effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, by 0.8% for new leases and 4.6% upon renewal while achieving a 60.0% renewal rate across our portfolio.

Our recently delivered assets, The Grace and Reva, began leasing in January 2024 with move-ins commencing in February 2024 and delivery of all remaining units in the second quarter of 2024, were 68.6% leased as of December 31, 2024.

We expect that interest expense will increase as we deliver 2000/2001 South Bell Street and cease capitalizing the related interest.

Our office portfolio occupancy as of December 31, 2024 of 76.5% decreased by 840 basis points as compared to December 31, 2023.

Although the office market continues to experience headwinds, we have seen some favorable trends in leasing activity with businesses and the federal government asking employees to return to the office.

We anticipate approximately 259,000 square feet (approximately $11.0 million of annualized rent) will be vacated in National Landing in the first half of 2025.

Our efforts to re-lease certain spaces will be targeted toward buildings with long-term viability where we can concentrate occupancy.

We have taken approximately 618,000 office square feet out of service this year at 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive.

Additionally, we plan to take 1901 South Bell Street, a commercial asset with 274,912 square feet, out of service.

With the objective of ultimately reducing our competitive office inventory in National Landing, we expect to help foster a healthier long-term office market while repurposing older, underutilized buildings for redevelopment or conversion to multifamily housing, hospitality or other complimentary uses that will support a vibrant mixed-use environment.

We continue to advance the design and entitlement of our 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density in our development pipeline and intend to look to source joint venture capital as a means of funding these developments as market conditions permit.

We have observed softness in our multifamily portfolio, which is mirrored by the broader Washington, D.C.

metropolitan area largely the result of job losses primarily in the District of Columbia.

Our same-store multifamily portfolio was 90.4% occupied as of December 31, 2025, a decrease of 440 basis points as compared to December 31, 2024.

During 2025, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 1.1% for new leases and increased by 5.0% upon renewal while achieving a 56.2% renewal rate across our portfolio.

The Grace and Reva, which were placed into service in 2024 were 86.1% and 77.8% leased as of December 31, 2025;

and our recently delivered assets, The Zoe and Valen, which were placed into service in 2025, were 42.6% leased as of December 31, 2025.

These assets are not included in our multifamily same-store portfolio.

As a result of these deliveries, interest expense has increased for these assets as we have ceased capitalizing the related interest expense.

Our office portfolio occupancy was 75.1% as of December 31, 2025, a decrease of 140 basis points as compared to December 31, 2024.

Leasing activity in our National Landing portfolio continues to be driven primarily by office users who fall into three categories (i) those who need secure facility space;

(ii) technology-related new tenants;

and (iii) defense-related tenants who have long resided in this submarket.

Our leasing efforts continue to focus on buildings with long-term potential, concentrating occupancy in areas of National Landing that we have enhanced through our Placemaking interventions and that are accessible via multi-modal transportation.

We took approximately 618,000 office square feet out of service in 2024 at 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive.

With the objective of ultimately reducing our competitive office inventory in National Landing, during 2025, we took 202,926 square feet out of service at 1901 South Bell Street, a commercial asset, and expect to take the remainder of the asset out of service as tenants vacate.

We expect to help foster a healthier long-term office market by repurposing older, underutilized buildings for redevelopment or conversion to multifamily housing, hospitality or other complimentary uses that will support a vibrant mixed-use environment.

We have 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density in our development pipeline and intend to seek joint venture capital to fund these developments as market conditions permit.

Operating Results

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● third-party real estate services revenue, including reimbursements, of $62.2 million compared to $69.5 million for 2024;

● in-service operating multifamily portfolio leased and occupied percentages (1) at our share of 96.2% and 94.8% compared to 96.0% and 94.7% as of December 31, 2023;

● same-store multifamily portfolio leased and occupied percentages (1) at our share of 91.8% and 90.4% compared to 96.3% and 94.8% as of December 31, 2024;

● operating commercial portfolio leased and occupied percentages at our share of 77.5% and 75.1% compared to 78.6% and 76.5% as of December 31, 2024;

● the leasing of 723,000 square feet at our share, at an initial rent (2) of $47.73 per square foot and a GAAP-basis weighted average rent per square foot (3) of $46.92;

● an increase in same store (4) NOI of 1.3% to $267.7 million compared to $264.2 million for 2023.

● a decrease in same store (4) NOI of 5.1% to $222.4 million compared to $234.3 million for 2024.

Clark Street - Residential and 900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties.

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(3) Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations, but excluding the effect of percentage rent.

(4) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

(4) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared, excluding assets for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

Additionally, investing and financing activity during the year ended December 31, 2025 included:

● the sale of North End Retail, Fort Totten Square and 2101 L Street.

● the acquisition of Tysons Dulles Plaza.

See Note 3 to the consolidated financial statements for additional information;

● the sale of Central Place Tower by one of our unconsolidated real estate ventures.

● the sale of The Batley, WestEnd25, 8001 Woodmont and two development parcels.

See Note 3 to the consolidated financial statements for additional information;

● net borrowings of $23.0 million under our revolving credit facility;

● the refinancing of the mortgage loan collateralized by The Grace and Reva.

● the acquisition of Dulles View, through a real estate venture.

See Note 5 to the consolidated financial statements for additional information;

● the repayment of mortgage loans totaling $204.2 million.

● the sale of a 40.0% interest in a real estate venture that owns West Half.

See Note 13 to the consolidated financial statements for additional information;

● the one-year extension of the maturity date of the Tranche A-1 Term Loan to January 2026;

● the payment of dividends totaling $62.0 million and distributions to our noncontrolling interests of $11.6 million;

● the purchase of the ground lessees’ interests in 1900 Crystal Drive and 2000/2001 South Bell Street for $49.4 million;

● the refinancing of the RiverHouse Apartments mortgage loan.

See Note 10 to the consolidated financial statements for additional information;

● net borrowings of $120.0 million under our revolving credit facility;

● the payment of dividends totaling $48.4 million and distributions to our redeemable noncontrolling interests of $12.9 million;

● the repurchase and retirement of 26.8 million of our common shares for $443.1 million, a weighted average purchase price per share of $16.52;

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Activity subsequent to December 31, 2025 included:

● the increase by our Board of Trustees of our common share repurchase authorization to $2.0 billion;

● the repurchase and retirement of 2.1 million common shares for $32.3 million, a weighted average purchase price per share of $15.15, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

● the one-year extension of the maturity date of the Tranche A-1 Term Loan to January 2027;

● the sale of a development parcel.

See Note 3 to the consolidated financial statements for additional information;

● the repurchase and retirement of 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Critical Accounting Estimates

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While our methodology did not change in 2025, to the extent the estimates and assumptions in our discounted cash flow models used to value our buildings or our projections of land value change due to market conditions or other factors, our estimated fair values may be different and such differences could be material to our consolidated financial statements.

Real estate is carried at cost, net of accumulated depreciation and amortization.

Real estate is carried at cost, net of accumulated depreciation.

As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property.

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These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes.

An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the

Estimates of future cash flows are based on our current plans, anticipated holding periods and available market information at the time the analyses are prepared.

An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value.

Estimated fair values are calculated based on the following information in order of preference, dependent upon availability:

Estimated fair values are calculated based on the following information in order of priority, dependent upon availability:

(i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows.

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Judgments and Uncertainties:

We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable, we will collect the remaining lease payments under the lease agreements.

We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination.

We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable that we will collect the remaining lease payments under the lease agreements.

We exercise judgment in assessing the

probability of collection and consider payment history, current credit status and economic outlook in making this determination.

Sensitivity of Estimate to Change:

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Discussions of the year-to-year comparisons between 2024 and 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of Annual Report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on February 18, 2025.

In 2024, we sold North End Retail, Fort Totten Square and 2101 L Street.

In 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture, and we sold Falkland Chase, 5 M Street Southwest, Crystal City Marriott and Capital Point-North-75 New York Avenue.

In 2025, we sold 8001 Woodmont, WestEnd25 and The Batley, and in 2024, we sold North End Retail, Fort Totten Square and 2101 L Street.

We collectively refer to these assets as the "Disposed Properties" in the discussion below.

Additionally, during 2024, we began leasing The Grace and Reva, and we took 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive out of service.

In 2025, we took 202,926 square feet out of service at 1901 South Bell Street, and in 2024, we took 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive out of service.

In 2025, we acquired Tysons Dulles Plaza and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street.

In 2025, we began leasing The Zoe and Valen, and in 2024, we began leasing The Grace and Reva.

Comparison of the Year Ended December 31, 2025 to 2024

The following summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2024 compared to the same period in 2023:

The following table summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2025 compared to the same period in 2024:

Year Ended December 31,

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Third-party real estate services

Loss from unconsolidated real estate ventures, net

Interest and other income, net

Interest expense

Gain (loss) on the sale of real estate, net

Gain (loss) on extinguishment of debt

Impairment loss

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Property rental revenue decreased by $40.1 million, or 8.8%, to $416.8 million in 2025 from $457.0 million in 2024.

The decrease was primarily due to a $35.7 million decrease in revenue from our commercial assets, partially offset by a $10.2 million increase in revenue from our multifamily assets.

The decrease in revenue from our commercial assets was primarily due to a $17.9 million decrease related to assets taken out of service during 2024, an $8.1 million decrease related to the Disposed Properties and lower occupancy across the portfolio.

The increase in revenue from our multifamily assets was primarily due to a $9.9 million increase related to The Grace and Reva, and higher rents and lower concessions across the portfolio, partially offset by an $11.7 million decrease related to the Disposed Properties.

The decrease was primarily due to a $30.6 million decrease in revenue from our commercial assets and an $8.2 million decrease in revenue from our multifamily assets.

The decrease in revenue from our commercial assets was primarily due to a $16.3 million decrease related to the Disposed Properties, an $8.9 million decrease primarily related to assets that were taken out of service, a $2.8 million decrease in lease termination revenue and lower occupancy across the portfolio, partially offset by a $12.2 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

The decrease in revenue from our multifamily assets was primarily due to a $32.4 million decrease related to the Disposed

Properties and lower occupancy across the portfolio, partially offset by a $21.0 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio.

Third-party real estate services revenue, including reimbursements, decreased by $7.2 million, or 10.4%, to $62.2 million in 2025 from $69.5 million in 2024.

The decrease was primarily due to (i) an $8.7 million decrease in reimbursement revenue, (ii) a $7.7 million decrease in development fees related to the timing of development projects, (iii) a $3.3 million decrease in property management fees and (iv) a $1.8 million decrease in leasing fees.

The decrease was primarily due to a $3.0 million decrease in property management fees, a $1.0 million decrease in other service revenue, a $961,000 decrease in leasing fees and an $818,000 decrease in development fees.

Depreciation and amortization expense decreased by $18.1 million, or 8.7%, to $190.1 million in 2025 from $208.2 million in 2024.

The decrease was primarily due to (i) an $8.7 million decrease related to 1800 South Bell Street, which was taken out of service during 2024, (ii) an $8.2 million decrease related to the Disposed Properties, (iii) a $3.5 million decrease related to 2451 Crystal Drive, 241 18 th Street S.

and 800 North Glebe Road due to the disposal of assets as a result of tenant terminations in 2023 and (iv) a $3.3 million decrease related to 8001 Woodmont due to the amortization of acquired

in-place lease intangibles in 2023.

The decrease in depreciation and amortization expense was partially offset by (v) a $15.8 million increase related to The Grace and Reva, (vi) a $3.2 million increase related to various National Landing assets primarily due to placing Water Park and Surreal into service, (vii) a $1.6 million increase related to write-offs of certain digital infrastructure assets and (viii) a $1.2 million increase related to 2200 Crystal Drive due to the acceleration of depreciation of certain assets as the building was taken out of service in 2024.

Property operating expense increased by $2.6 million, or 1.8%, to $146.6 million in 2024 from $144.0 million in 2023.

The increase was primarily due to a $4.0 million increase in property operating expense from our multifamily assets and a $1.7 million increase in other property operating expense, partially offset by a $3.1 million decrease in property operating expense from our commercial assets.

The increase in property operating expense from our multifamily assets was primarily due to a $5.4 million increase related to The Grace and Reva, and higher operating expenses due to higher repairs and maintenance expenses across the portfolio, partially offset by a $3.5 million decrease related to the Disposed Properties and a $2.7 million decrease related to 8001 Woodmont primarily due to legal expenses incurred in 2023.

The increase in other property operating expense was primarily due to an increase in insurance claims covered by our captive insurance subsidiary.

The decrease in property operating expense from our commercial assets was primarily due to a $3.1 million decrease related to assets taken out of service during 2024, a $1.4 million decrease related to the Disposed Properties, and lower operating expenses primarily due to lower marketing expenses across the portfolio, partially offset by a $2.5 million increase in expenses related to 1550 Crystal Drive due to the phasing in of Water Park.

The decrease was primarily due to (i) a $19.8 million decrease related to the Disposed Properties, (ii) an $11.1 million decrease related to 2100 Crystal Drive and Crystal Drive Retail due to the acceleration of depreciation of certain assets in 2024 and (iii) a $9.9 million decrease related to certain assets being either fully depreciated or written off in 2024.

The decrease in depreciation and amortization expense was partially offset by (iv) a $13.4 million increase as The Grace, Reva, The Zoe and Valen were placed into service, (v) a $6.3 million increase related to 2011 Crystal Drive and 2231 Crystal Drive primarily due to the acceleration of depreciation for certain assets in 2025 and (vi) a $3.5 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

Property operating expense decreased by $4.9 million, or 3.3%, to $141.7 million in 2025 from $146.6 million in 2024.

The decrease was primarily due to a $7.7 million decrease in other property operating expense, partially offset by a $1.7 million increase in property operating expense from our commercial assets and a $1.1 million increase in property operating expense from our multifamily assets.

The decrease in other property operating expense was primarily due to a $3.4 million decrease related to tenant-related construction management projects, a $2.3 million decrease in insurance expenses covered by our captive insurance subsidiary and a $1.6 million decrease related to operating expenses for properties under development.

The increase in property operating expense from our commercial assets was primarily due to a $4.0 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, and higher operating expenses primarily due to tenant-related construction management projects, utilities and marketing expenses, partially offset by a $4.7 million decrease related to the Disposed Properties.

The increase in property operating expense from our multifamily assets was primarily due to a $5.6 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher operating expenses primarily related to repairs and maintenance and utilities, partially offset by a $9.8 million decrease related to the Disposed Properties.

Real estate taxes expense decreased by $3.7 million, or 7.1%, to $48.9 million in 2025 from $52.6 million in 2024.

The decrease was primarily due to a $5.3 million decrease related to the Disposed Properties and lower assessments across the portfolio, partially offset by a $2.7 million increase related to The Grace and Reva.

The decrease was primarily due to a $4.9 million decrease related to the Disposed Properties and lower property tax assessments for certain assets, partially offset by a $2.7 million increase related to The Grace, Reva, The Zoe and Valen, which were placed into service, and a $1.1 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

General and administrative expense:

corporate and other increased by $4.0 million, or 7.2%, to $58.8 million in 2024 from $54.8 million in 2023.

The increase was primarily due to higher compensation expenses and a decrease in capitalized payroll.

corporate and other increased by $379,000, or 0.6%, to $59.2 million in 2025 from $58.8 million in 2024.

The increase was primarily due to an increase in professional fees and other overhead expenses, partially offset by lower compensation expenses.

General and administrative expense:

third-party real estate services decreased by $13.7 million, or 18.4%, to $60.6 million in 2025 from $74.3 million in 2024.

The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses.

Loss from unconsolidated real estate ventures decreased by $19.9 million, or 73.6%, to $7.1 million for 2024 from $27.0 million in 2023.

The decrease was primarily due to a $21.9 million decrease in impairment losses.

Interest and other income decreased by approximately $4.2 million, or 26.5%, to $11.6 million in 2024 from $15.8 million in 2023.

The decrease was primarily due to a $6.0 million gain from the settlement of litigation in 2023 and a $1.3 million increase in realized losses from investments, partially offset by a $3.6 million increase in unrealized gains from investments.

The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses both related to a decline in the number of third-party management contracts.

Interest expense increased by $8.0 million, or 5.9%, to $142.0 million in 2025 from $134.1 million in 2024.

The increase in interest expense was primarily due to (i) a $23.2 million net increase due to higher outstanding debt, (ii) an $11.4 million decrease in capitalized interest as we placed The Grace and Reva into service and (iii) a $6.4 million increase related to higher interest rates on variable rate mortgage loans.

The increase in interest expense was partially offset by (iv) a $7.7 million decrease related to the mark-to-market associated with our non-designated derivatives primarily due to their maturity, (v) a $6.5 million decrease related to mortgage loans collateralized by 800 North Glebe Road, 2121 Crystal Drive, Falkland Chase, 201 12th Street S., 200 12th Street S.

and 251 18th Street S., which were repaid during 2023 and 2024, and (vi) a $2.4 million decrease related to the Disposed Properties, excluding Falkland Chase.

Loss on the sale of real estate of $2.8 million in 2024 was primarily due to the sale of North End Retail and Fort Totten Square, partially offset by the recognition of previously recorded contingent liabilities relieved in connection with the sale of Central Place Tower by one of our unconsolidated joint ventures.

Gain on the sale of real estate of $79.3 million in 2023 was primarily due to the sale of 4747 Bethesda Avenue and Crystal City Marriott.

Gain on extinguishment of debt of $9.2 million in 2024 was primarily due to the extinguishment of the 2101 L Street mortgage loan repaid in connection with the sale of the asset.

The increase was primarily due to (i) a $12.7 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (ii) a $9.1 million decrease in capitalized interest primarily related to The Grace, Reva, The Zoe and Valen, which were placed into service, (iii) a $4.0 million increase due to draws on the mortgage loan related to The Zoe and Valen, and (iv) a $3.2 million increase due to the expiration of interest rate swaps related to the RiverHouse Apartments mortgage loan and refinancing in March 2025 with a fixed interest rate mortgage loan.

The increase in interest expense was partially offset by (v) an $11.0 million decrease related to mortgage loans on the Disposed Properties, (vi) a $4.8 million decrease related to mortgage loans collateralized by 201 12th Street S., 200 12th Street S.

and 251 18th Street S., which were repaid during 2024, (vii) a $2.8 million decrease related to The Grace and Reva

mortgage loan, which was refinanced in December 2024 with a fixed interest rate mortgage loan and (vii) a $2.6 million decrease related to lower rates on variable rate mortgage loans.

Gain on the sale of real estate of $46.6 million in 2025 was primarily due to the sale of WestEnd25.

Loss on the sale of real estate of $2.8 million in 2024 was primarily due to the sale of Fort Totten Square and North End Retail, partially offset by the recognition of previously recorded contingent liabilities relieved in connection with the sale of Central Place Tower by one of our unconsolidated joint ventures.

Impairment loss of $65.8 million in 2025 was related to The Batley, 2200 Crystal Drive, a development parcel and wireless spectrum licenses, which were written down to their estimated fair value.

Impairment loss of $55.4 million in 2024 was related to 1901 South Bell Street, 2101 L Street, 8001 Woodmont and two development parcels, which were written down to their estimated fair value.

Impairment loss of $90.2 million in 2023 was related to 2101 L Street, 2100 Crystal Drive, 2200 Crystal Drive and a development parcel, which were written down to their estimated fair value.

FFO is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement.

Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains (losses) from the sale of certain real estate assets, gains (losses) from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses.

FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as a performance measure or cash flow as a liquidity measure.

FFO may not be comparable to similarly titled measures used by other companies.

The following is the reconciliation of net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

The following table reconciles net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

Year Ended December 31,

(In thousands)

Net income (loss) attributable to common shareholders

Net income (loss) attributable to redeemable noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Net income (loss)

Net loss attributable to common shareholders

Net loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

(Gain) loss on the sale of real estate, net of tax

Gain on the sale of unconsolidated real estate assets

Pro rata share of gain on the sale of unconsolidated real estate assets, net of tax

Real estate depreciation and amortization

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Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures

FFO attributable to noncontrolling interests

FFO attributable to redeemable noncontrolling interests in consolidated real estate ventures

FFO attributable to noncontrolling interests in consolidated real estate ventures

FFO attributable to OP Units

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FFO attributable to common shareholders

(1) Related to decreases in the value of the underlying real estate assets.

NOI and Same Store NOI

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The most directly comparable GAAP measure is net income (loss) attributable to common shareholders.

We use NOI internally as a performance measure and believe NOI and same store NOI provide useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities)

less operating expenses and ground rent for operating leases, if applicable.

NOI and same store NOI exclude deferred rent, commercial lease termination revenue, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles.

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Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

During the year ended December 31, 2024, our same store pool decreased to 36 properties from 42 properties due to (i) the sale of North End Retail, Fort Totten Square, 2101 L Street and Central Place Tower, (ii) the exclusion of 1800 South Bell Street, 2100 Crystal Drive, 2200 Crystal Drive and Crystal City Shops at 2100, which were taken out of service, and (iii) the inclusion of 8001 Woodmont and 1831/1861 Wiehle Avenue as they were in service for the entirety of the comparable periods.

During the year ended December 31, 2025, our same store pool decreased to 33 properties from 36 properties due to the sale of The Batley, WestEnd25 and 8001 Woodmont.

While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI.

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Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same store NOI increased by $3.5 million, or 1.3%, to $267.7 million for the year ended December 31, 2024 from $264.2 million for the year ended December 31, 2023.

The increase was substantially attributable to (i) higher rents and lower concessions, partially offset by higher repairs and maintenance expenses in our multifamily portfolio;

and (ii) lower occupancy and tenant reimbursement revenue in our commercial portfolio, partially offset by lower real estate taxes.

The following is the reconciliation of net loss attributable to common shareholders to NOI at our share and same store NOI at our share.

To conform to the current period presentation, we have included certain other property revenue in the calculation of NOI to align with our internal reporting.

Same store NOI decreased by $12.0 million, or 5.1%, to $222.4 million for the year ended December 31, 2025 from $234.3 million for the year ended December 31, 2024.

The decrease was substantially attributable to (i) lower occupancy and recovery revenue and higher utilities expense, partially offset by lower real estate taxes in our commercial portfolio and (ii) lower occupancy and higher operating expenses, partially offset by higher rents in our multifamily portfolio.

The following table reconciles net loss attributable to common shareholders to NOI at our share and same store NOI at our share:

Year Ended December 31,

(Dollars in thousands)

Net loss attributable to common shareholders

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Third-party real estate services

Share-based compensation related to Formation Transaction and special equity awards

Transaction and other costs

Interest expense

(Gain) loss on the extinguishment of debt

(Gain) loss on the extinguishment of debt, net

Impairment loss

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NOI attributable to unconsolidated real estate ventures at our share

Real estate venture partner’s share of NOI attributable to consolidated real estate ventures

Non-cash rent adjustments (1)

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Number of properties in same store pool

(1) Adjustment to exclude deferred rent, above/below market lease amortization and lease incentive amortization.

(1) Adjustment to exclude deferred rent, above/below market lease amortization/accretion and lease incentive amortization.

(2) Adjustment to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity.

(3) Includes the results of our under-construction asset and assets in the development pipeline.

(3) Includes the results of our under-construction assets and assets in the development pipeline.

(4) Represents amounts at our share.

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We measure and evaluate the performance of our operating segments, with the exception of the third-party real estate services business, based on NOI at our share, which includes our proportionate share of revenue and expenses attributable to real estate ventures.

The following is a summary of NOI at our share for our multifamily and commercial segments:

Year Ended December 31, 2024

The following table summarizes NOI at our share for our multifamily and commercial segments:

Year Ended December 31,

(In thousands, at our share)

(Dollars in thousands, at our share)

Property rental revenue

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Comparison of the Year Ended December 31, 2025 to 2024

Property revenue at our share increased by $5.0 million, or 2.3%, to $218.1 million in 2024 from $213.1 million in 2023.

NOI at our share increased by $0.8 million, or 0.6%, to $130.2 million in 2024 from $129.4 million in 2023.

The increases in property revenue at our share and NOI at our share were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, and higher rents and lower concessions across the portfolio, partially offset by a decrease related to the Disposed Properties.

Property revenue at our share decreased by $12.2 million, or 5.6%, to $205.9 million in 2025 from $218.1 million in 2024.

The decrease in property revenue at our share was primarily due to the Disposed Properties and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen.

NOI at our share decreased by $13.3 million, or 10.2%, to $117.0 million in 2025 from $130.2 million in 2024.

The decreases in property revenue at our share and NOI at our share were primarily due to the Disposed Properties, 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive, which were taken out of service during 2024, and lower occupancy across the portfolio.

With respect to the third-party real estate services business, we review revenue streams generated by this segment, excluding reimbursement revenue, as well as the expenses attributable to this segment at our proportionate share, calculated by excluding real estate services revenue from our interests in such real estate ventures.

The following is a summary of our third-party real estate services business at our share:

The decrease in NOI at our share was primarily due to the Disposed Properties, higher property operating expenses and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen.

Property revenue at our share decreased by $20.3 million, or 8.2%, to $227.2 million in 2025 from $247.6 million in 2024.

The decrease in property revenue at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17 th Street.

NOI at our share decreased by $17.7 million, or 11.6%, to $135.3 million in 2025 from $153.0 million in 2024.

The decrease in NOI at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17 th Street.

The following table summarizes our third-party real estate services business at our share:

Year Ended December 31,

(In thousands, at our share)

Property management fees

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Third-party real estate services revenue, excluding reimbursements, decreased by $6.1 million, or 18.4%, to $26.8 million in 2025 from $32.8 million in 2024.

The decrease was primarily due to a $7.7 million decrease in development fees related to the timing of development projects, a $2.8 million decrease in property management fees and a $1.8 million decrease in leasing fees.

The decrease was primarily due to a $2.7 million decrease in property management fees, a $913,000 decrease in other service revenue, an $878,000 decrease in leasing fees and an $818,000 decrease in development fees.

Third-party real estate services expenses, excluding reimbursements, decreased by $12.6 million, or 34.2%, to $24.2 million in 2025 from $36.8 million in 2024.

The decrease was primarily due to lower compensation expenses.

The decrease was primarily due to lower compensation expenses related to a decline in the number of third-party management contracts and lower professional fees.

Liquidity and Capital Resources

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Mortgage Loans

The following is a summary of mortgage loans:

The following table summarizes mortgage loans:

Weighted Average

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(2) Includes variable rate mortgage loans with interest rate cap agreements.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.36%, and the weighted average maturity date of the interest rate caps is the first quarter of 2026.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.18%, and the weighted average maturity date of the interest rate caps is the fourth quarter of 2026.

The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.

As of December 31, 2024, one-month term SOFR was 4.33% and the 30-day average SOFR was 4.53%.

As of December 31, 2025, one-month term SOFR was 3.69%.

(3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements .

(4) As of December 31, 2025, includes a discount of $29.6 million related to the mortgage loan assumed in connection with the acquisition of 1101 17th Street.

See Note 3 to the consolidated financial statements for additional information.

As of December 31, 2025 and 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $1.7 billion and $2.1 billion.

Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.

In September 2025, in connection with the acquisition of the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, we assumed the related $60.0 million non-recourse interest-only mortgage loan with a fixed interest rate of 3.40% and a maturity date of July 14, 2026, which was recorded at its estimated fair value of $30.4 million.

See Note 3 to the consolidated financial statements for additional information.

In March 2025, we entered into a five-year interest-only $258.9 million mortgage loan with a fixed interest rate of 5.03% collateralized by the Ashley and Potomac buildings at RiverHouse Apartments and repaid the outstanding $307.7 million mortgage loan that was collateralized by the Ashley, Potomac and James buildings.

In November 2024, the mortgage loan collateralized by The Grace and Reva was refinanced with a five-year interest-only $273.6 million mortgage loan with a fixed interest rate of 5.19%.

In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences.

The loan has a seven-year term and a fixed interest rate of 5.13%.

Proceeds from the loan were used, in part, to repay the $131.5 million mortgage loan collateralized by 2121 Crystal Drive, which had a fixed interest rate of 5.51%.

In June 2025, in connection with the sale of WestEnd25, we repaid the related $97.5 million mortgage loan.

In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $99.7 million mortgage loan.

In December 2024, in connection with the sale of 2101 L Street, the lender of the related $120.9 million mortgage loan accepted the proceeds from the sale and $6.7 million of cash as repayment of the mortgage loan.

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In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase-South & West and 800 North Glebe Road.

As of December 31, 2024 and 2023, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $1.4 billion and $1.7 billion.

As of December 31, 2025 and 2024, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $756.0 million and $1.4 billion.

See Note 19 to the consolidated financial statements for additional information.

Revolving Credit Facility and Term Loans

As of December 31, 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million Tranche A-1 Term Loan maturing in January 2026, as extended in September 2024, a $400.0 million Tranche A-2 Term Loan maturing in January 2028 and a $120.0 million 2023 Term Loan maturing in June 2028.

As of December 31, 2025 and 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million Tranche A-1 Term Loan maturing in January 2027, as extended in January 2026, a $400.0 million Tranche A-2 Term Loan maturing in January 2028 and a $120.0 million 2023 Term Loan maturing in June 2028.

We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million.

The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has one remaining one-year extension option.

The revolving credit facility has two six-month extension options.

Based on the terms as of December 31, 2025, the interest rate for the credit facility varies based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets, and ranges (i) in the case of the revolving credit facility, from daily SOFR plus 1.40% to daily SOFR plus 1.85%, (ii) in the case of the Tranche A-1 Term Loan, from one-month term SOFR plus 1.15% to one-month term SOFR plus 1.75%, (iii) in the case of the Tranche A-2 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80% and (iv) in the case of the 2023 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:

The agreements for our unsecured revolving credit facility and term loans 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 also include requirements to maintain financial ratios.

Our ability to borrow is subject to compliance with these covenants, and failure to comply with our covenants could cause a default, and we may then be required to repay such debt.

The following table summarizes amounts outstanding under the revolving credit facility and term loans:

Interest Rate (1)

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(1) Effective interest rate as of December 31, 2025.

The interest rate for the revolving credit facility excludes a 0.20% and 0.15% facility fee as of December 31, 2024 and 2023.

The interest rate for the revolving credit facility excludes a 0.20% facility fee.

(2) As of December 31, 2025, daily SOFR was 3.87%.

As of December 31, 2024 and 2023, letters of credit with an aggregate face amount of $15.2 million and $467,000 were outstanding under our revolving credit facility.

As of December 31, 2025 and 2024, letters of credit with an aggregate face amount of $4.8 million and $15.2 million were outstanding under our revolving credit facility.

(3) As of December 31, 2025 and 2024, excludes $4.4 million and $7.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our consolidated balance sheets.

(4) As of December 31, 2024, the interest rate swaps fixed SOFR at a weighted average interest rate of 4.00% through the extended maturity date of January 2027.

(5) As of December 31, 2024, the interest rate swaps fixed SOFR at a weighted average interest rate of 2.81% through the maturity date.

(6) As of December 31, 2024, the interest rate swap fixed SOFR at an interest rate of 4.01% through the maturity date.

(4) The interest rate swaps fix SOFR at a weighted average interest rate of 4.00% through the extended maturity date of January 2027.

(5) The interest rate swaps fix SOFR at a weighted average interest rate of 2.81% through the maturity date.

(6) The interest rate swap fixes SOFR at an interest rate of 4.01% through the maturity date.

Common Shares Repurchased

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Since we began the share repurchase program through December 31, 2025, we have repurchased and retired 83.6 million common shares for $1.6 billion, a weighted average purchase price per share of $18.79.

During the first quarter of 2025, through February 14, 2025, we repurchased and retired 2.1 million common shares for $32.3 million, a weighted average purchase price per share of $15.15, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements.

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● normal recurring expenses;

● debt service and principal repayment obligations, including balloon payments on maturing mortgage debt — As of December 31, 2024, we had maturities totaling $340.7 million ($307.7 million related to our consolidated entities and $33.0 million related to an unconsolidated real estate venture at our share) scheduled to mature in 2025;

● capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2024, we had committed tenant-related obligations totaling $43.8 million ($43.5 million related to our consolidated entities and $309,000 related to our unconsolidated real estate ventures at our share);

● development expenditures — As of December 31, 2024, we had one asset under construction and started construction on a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, require an additional $73.3 million to complete, which we anticipate will be primarily expended over the next year;

● debt service and principal repayment obligations, including balloon payments on maturing mortgage debt — As of December 31, 2025, we had maturities totaling $164.9 million related to our consolidated entities scheduled to mature in 2026;

● capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share);

● development expenditures — As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026;

● dividends to shareholders and distributions to holders of OP Units and LTIP Units — On December 16, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share that was paid on January 13, 2026;

● possible common share repurchases — During the first quarter of 2025, through February 14, 2025, we repurchased and retired 2.1 million common shares for $32.3 million;

● possible common share repurchases — In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million;

● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.

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● distributions from real estate ventures;

● borrowing capacity under our current revolving credit facility — As of December 31, 2024, we had $649.8 million of availability under our revolving credit facility;

● borrowing capacity under our current revolving credit facility — As of December 31, 2025, we had $540.2 million of undrawn capacity under our revolving credit facility;

● proceeds from financings, joint venture capital, asset sales and recapitalizations;

● proceeds from the issuance of securities.

The following is a summary of our material cash requirements as of December 31, 2024:

The following table summarizes our material cash requirements as of December 31, 2025:

(In thousands)

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(4) Excludes obligations related to construction or development contracts totaling $14.8 million since payments are only due upon satisfactory performance under the contracts.

Also excludes committed tenant-related obligations totaling $43.8 million ($43.5 million related to our consolidated entities and $309,000 related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions.

Also excludes committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions.

See Commitments and Contingencies section below for additional information.

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Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Net cash used in financing activities

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This decrease resulted from $510.5 million of net cash used in financing activities, partially offset by $357.3 million of net cash provided by investing activities and $73.3 million of net cash provided by operating activities.

Our outstanding debt was $2.6 billion as of December 31, 2024 and 2023.

Net cash provided by operating activities of $129.4 million primarily comprised:

(i) $118.1 million of net income (before $293.1 million of non-cash items and $2.8 million of loss on the sale of real estate), (ii) $1.9 million of return on capital from unconsolidated real estate ventures and (iii) $9.4 million of net change in operating assets and liabilities.

Non-cash income adjustments of $293.1 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and gain on extinguishment of debt.

Net cash provided by operating activities of $73.3 million comprised:

(i) $81.7 million of net income (before $296.4 million of non-cash items and $46.6 million of gain on the sale of real estate) and (ii) $1.5 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $10.0 million of net change in operating assets and liabilities.

Non-cash income adjustments of $296.4 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and amortization of lease incentives.

Net cash provided by investing activities of $357.3 million primarily comprised:

(i) $202.0 million of proceeds from the sale of real estate and (ii) $164.6 million of distributions of capital from unconsolidated real estate ventures and other investments primarily related to the sale of Central Place Tower by one of our unconsolidated real estate ventures, partially offset by (iii) $218.0 million of development costs, construction in progress and real estate additions.

(i) $545.2 million of proceeds from the sale of real estate, partially offset by (ii) $122.3 million of development costs, construction in progress and real estate additions, (iii) $40.3 million primarily related to the acquisition of Tysons Dulles Plaza in May 2025 and (iv) $25.7 million of investments in unconsolidated real estate ventures and other investments primarily related to the acquisition of Dulles View through a real estate venture in December 2025.

Net cash used in financing activities of $510.5 million primarily comprised:

(i) $295.0 million of repayments of the revolving credit facility, (ii) $198.0 million of repayments of mortgage loans, (iii) $170.8 million of common shares repurchased, (iv) $62.0 million of dividends paid to common shareholders, (v) $49.4 million paid for the acquisition of noncontrolling interests and (vi) $11.6 million of distributions to redeemable noncontrolling interests, partially offset by (vii) $318.0 million of proceeds from borrowings under the revolving credit facility and (viii) $187.9 million of borrowings under mortgage loans.

(i) $716.0 million of repayments on the revolving credit facility, (ii) $507.9 million of repayments of mortgage loans, (iii) $443.7 million of common shares repurchased, (iv) $48.4 million of dividends paid to common shareholders and (v) $12.9 million of distributions to redeemable noncontrolling interests, partially offset by (vi) $836.0 million of borrowings under the revolving credit facility, (vii) $283.2 million of borrowings under mortgage loans and (viii) $100.0 million of proceeds from the sale of a 40.0% interest in a real estate venture that owns West Half in May 2025.

Unconsolidated Real Estate Ventures

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As of December 31, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of December 31, 2024, we had additional capital commitments totaling $9.6 million related to our investments in real estate-focused technology companies.

Commitments and Contingencies

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Construction Commitments

As of December 31, 2024, we had one asset under construction and started construction on a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, require an additional $73.3 million to complete, which we anticipate will be primarily expended over the next year.

These capital expenditures are generally due as the work is performed, and we expect to finance them primarily with debt proceeds.

As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026.

Legal Proceedings

In November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc., a provider of revenue management systems, numerous multifamily rental companies, and 14 owners and/or operators of multifamily housing in the District of Columbia, including JBG Associates, L.L.C., one of our

subsidiaries, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc.

revenue management systems and sharing sensitive data.

The District of Columbia is seeking monetary damages, equitable relief, attorneys’ fees, interest, and costs.

While we intend to vigorously defend against this lawsuit, given the current stage of the District of Columbia’s lawsuit, we are unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuit.

While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome.

We, along with multiple other parties, are named defendants in a lawsuit arising out of a condominium development project known as Wardman Tower in Washington, D.C.

The lawsuit was filed by the Wardman Tower Residential Condominium Unit Owners Association in the Superior Court of the District of Columbia on November 25, 2020.

The lawsuit seeks damages resulting primarily from alleged construction and design deficiencies, alleged misrepresentations and claims alleged under the D.C.

The lawsuit seeks $185.0 million in compensatory damages, plus treble damages related to the CPPA claims, and attorney’s fees and costs.

The trial began on November 10, 2025.

The Wardman Tower project was designed and constructed by other parties and achieved substantial completion prior to our formation.

We were not involved in any way with the project but one of our subsidiary entities, that was recently made a defendant in the litigation, had previously entered into a project management agreement with the project owner.

We deny liability for the claims asserted and will vigorously defend ourselves against the claims alleged in the litigation.

However, no assurance can be given that the matter will be resolved favorably.

There are various other legal actions arising in the ordinary course of business.

In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

As of December 31, 2024, we had committed tenant-related obligations totaling $43.8 million ($43.5 million related to our consolidated entities and $309,000 related to our unconsolidated real estate ventures at our share).

Our accrual for loss contingencies relating to unresolved legal matters was included in "Other liabilities, net" in our consolidated balance sheet.

Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share).

The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

As of December 31, 2025, we had unfunded capital commitments totaling $6.4 million related to our investments in real estate-focused technology companies and $1.5 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund.

See Note 22 to the consolidated financial statements for additional information.

With respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion and stabilization of development projects.

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In connection with the ownership and operation of our current and former assets, we may be potentially liable for these costs.

The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental noncompliance or contamination becomes insolvent.

The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination.

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These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report.

Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any

conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment.

Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment.

The tests may not, however, have included extensive sampling or subsurface investigations.

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Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

As disclosed in Note 21 to the consolidated financial statements, environmental liabilities totaled $17.5 million and $17.6 million as of December 31, 2024 and 2023, and are included in "Other liabilities, net" in our consolidated balance sheets.

As disclosed in Note 21 to the consolidated financial statements, environmental liabilities totaled $17.5 million as of December 31, 2025 and 2024, and are included in "Other liabilities, net" in our consolidated balance sheets.

Our operations and assets, and the operations of our tenants, are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety.

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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 7. Management’s Discussion and Analysis