What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 81 added, 62 removed, 863 unchanged (14% of the section changed)

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OTHER INFORMATION

APPOINTMENT OF CO-PRESIDENTS

On February 12, 2026, our Board of Trustees appointed each of M.

Moina Banerjee and George Xanders to serve as Co-Presidents, effective immediately, in addition to their current roles.

Banerjee, age 44, has served as our Chief Financial Officer since December 2020 and Mr.

Xanders, age 40, has served as our Chief Investment Officer since January 2021.

Additional information regarding each of Ms.

Banerjee’s and Mr.

Xanders’s background and business experience is available in our definitive proxy statement filed with the SEC on March 12, 2025 under the heading “Executive Officers – Biographies” and such information is incorporated by reference herein.

There were no new compensatory arrangements entered into in connection with the appointment of each of Ms.

Banerjee and Mr.

Xanders as Co-Presidents.

TRADING ARRANGEMENTS

During the three months ended December 31, 2024 , none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10 b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Except for the below, during the three months ended December 31, 2025, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

On December 12, 2025 , Robert A.

Stewart adopted a trading arrangement for the sale of our common shares that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a "Rule 10b-5 Trading Plan").

Stewart’s Rule 10b-5 Trading Plan provides for the sale of up to 200,000 common shares pursuant to the terms of the plan, starting on March 16, 2026 and expiring on December 31, 2026 , unless earlier terminated in accordance with the terms of the plan.

MATERIAL U.S.

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We elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year that ended December 31, 2017 (our first taxable year).

We believe that we are organized and operate in such a manner as to

qualify for taxation as a REIT under the applicable provisions of the Code.

We believe that we are organized and operate in such a manner as to qualify for taxation as a REIT under the applicable provisions of the Code.

We conduct our business as an umbrella partnership REIT, pursuant to which substantially all of our assets are held by our operating partnership, JBG SMITH LP.

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Our qualification and taxation as a REIT depend on our ability to meet, on a continuing basis, through actual operating results, distribution levels and diversity of share ownership, various qualification requirements imposed upon REITs by the Code, the compliance with which will not be monitored by Hogan Lovells US LLP.

Our ability to qualify to be taxed as a REIT also requires that we satisfy certain tests, some of which depend upon the fair market values of assets that we own directly or indirectly.

Our ability to qualify to be taxed

as a REIT also requires that we satisfy certain tests, some of which depend upon the fair market values of assets that we own directly or indirectly.

Such values may not be susceptible to a precise determination.

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Our dividends, however, typically are not eligible for (i) the reduced rates of tax applicable to dividends received by noncorporate shareholders, except in limited circumstances, and (ii) the corporate dividends received deduction.

For taxable years beginning before January 1, 2026, however, U.S.

However, U.S.

shareholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations.

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● Fourth, if we should fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below under "-Requirements for Qualification-Income Tests," but have nonetheless maintained our qualification as a REIT because we have satisfied some other requirements, we will have to pay a 100% tax on an amount equal to (a) the gross income attributable to the greater of (i) 75% of our gross income over the amount of gross income that is qualifying income for purposes of the 75% test, and (ii) 95% of our gross income over the amount of gross income that is qualifying income for purposes of the 95% test, multiplied by (b) a fraction intended to reflect our profitability.

● Fifth, if we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for that year, (2) 95% of our REIT capital gain net income for that year and (3) any undistributed taxable income from prior periods, we would have to pay a 4% excise tax on the excess of that required distribution over the sum of the amounts actually distributed and retained amounts on which income tax is paid at the corporate level.

the sum of the amounts actually distributed and retained amounts on which income tax is paid at the corporate level.

● Sixth, if we acquire any asset from a C corporation in certain transactions in which we succeed to the basis of the asset or any other property in the hands of the C corporation as the basis of the asset in our hands, and we recognize gain on the disposition of that asset during the five-year period beginning on the date on which we acquired that asset, then we will have to pay tax on the built-in gain at the highest regular corporate rate.

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● Eighth, if we receive non-arm's-length income from a TRS, or as a result of services provided by a TRS to our tenants or to us, we will be subject to a 100% tax on the amount of our non-arm's-length income.

equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail such test.

● Ninth, if we fail to satisfy a REIT asset test, as described below, due to reasonable cause and we nonetheless maintain our REIT qualification because of specified cure provisions, we will generally be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail such test.

● Tenth, if we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a violation of the REIT gross income tests or a violation of the asset tests described below) and the violation is due to reasonable cause, we may retain our REIT qualification but will be required to pay a penalty of $50,000 for each such failure.

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● that meets certain other tests, including tests described below regarding the nature of its income and assets.

The Code provides that the conditions described in the first through fourth bullet points above must be met during the entire taxable year and that the condition described in the fifth bullet point above must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months.

a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months.

We satisfy the conditions described in the first through sixth bullet points of the preceding paragraph.

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federal income tax purposes, Treasury regulations under Section 856 of the Code provide that for purposes of the gross income and asset tests applicable to REITs that are described below, we will be deemed to own our proportionate share of the assets of the partnership and will be deemed to be entitled to the income of the partnership attributable to that share.

In addition, the character of the assets and gross income of the partnership will retain the same character in our hands for purposes of Section 856 of the Code, including

for purposes of satisfying the gross income tests and the asset tests.

In addition, the character of the assets and gross income of the partnership will retain the same character in our hands for purposes of Section 856 of the Code, including for purposes of satisfying the gross income tests and the asset tests.

As the sole general partner of our operating partnership, JBG SMITH LP, we have direct control over it and indirect control over the subsidiaries in which JBG SMITH LP or a subsidiary has a controlling interest.

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federal income tax purposes.

Instead, the subsidiary would have multiple owners and would be treated either as a partnership or a taxable corporation.

Instead, the subsidiary would have multiple owners and would be

treated either as a partnership or a taxable corporation.

Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the securities of another corporation unless it is a TRS, a QRS or another REIT.

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See "-Asset Tests" below.

test with respect to our indirect interest in such entity, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

If a subsidiary REIT were to fail to qualify as a REIT and if we were not able to treat the subsidiary REIT as a TRS of ours pursuant to certain prophylactic elections we have made, it is possible that we would not meet the 10% voting share test and the 10% value test with respect to our indirect interest in such entity, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Taxable REIT Subsidiaries

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We may hold more than 10% of the stock of a TRS without jeopardizing our qualification as a REIT notwithstanding the rule described below under "-Asset Tests" that generally precludes ownership of more than 10% of any issuer's securities.

However, as noted below, for us to qualify as a REIT, the securities of all the TRSs in which we have invested either directly or indirectly may not represent more than 20% of the total value of our assets.

However, as noted below, for us to qualify as a REIT, the securities of all the TRSs in which we have invested either directly or indirectly may not represent more than 20% (25%, commencing in 2026) of the total value of our assets.

Other than certain activities related to operating or managing a lodging or health care facility, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of the parent REIT.

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● Third, if rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as rents from real property.

● Finally, for rents received to qualify as rents from real property, the REIT generally must not operate or manage the property or furnish or render services to the tenants of the property, other than through an independent

contractor from whom the REIT derives no revenue or through a TRS.

However, we may directly perform certain services that landlords usually or customarily render when renting space for occupancy only or that are not considered rendered to the occupant of the property.

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The term "hedging transaction," as used above, generally means any transaction we enter into in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, by us.

"Hedging transaction" also includes any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain), including gain from the termination of such a transaction.

income test (or any property which generates such income or gain), including gain from the termination of such a transaction.

Gross income also excludes income from clearly identified hedging transactions that are entered into with respect to previously acquired hedging transactions that a REIT entered into to manage interest rate or currency fluctuation risks when the previously hedged indebtedness is extinguished or property is disposed of.

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"Real estate foreign exchange gain" will be excluded from gross income for purposes of both the 75% and 95% gross income test.

acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgage loans on real property or on interests in real property and certain foreign currency gain attributable to certain qualified business units of a REIT.

Real estate foreign exchange gain generally includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 75% gross income test, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgage loans on real property or on interests in real property and certain foreign currency gain attributable to certain qualified business units of a REIT.

"Passive foreign exchange gain" will be excluded from gross income for purposes of the 95% gross income test.

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At the close of each quarter of our taxable year, we must also satisfy four tests relating to the nature of our assets.

● First, at least 75% of the value of our total assets must be represented by real estate assets, including (a) real estate assets held by our QRSs, our allocable share of real estate assets held by partnerships in which we own an interest and stock issued by another REIT, (b) for a period of one year from the date of our receipt of proceeds of an offering of our shares of beneficial interest or publicly offered debt with a term of at least five years, stock or debt instruments purchased with these proceeds, (c) cash, cash items and government securities, and (d) certain debt instruments of "publicly offered REITs" (as defined above), interests in real property or interests in mortgage loans on real property (including a mortgage secured by both real property and personal property, provided that the fair market value of the personal property does not exceed 15% of the total fair market value of all property securing such mortgage), and personal property to the extent that rents attributable to the property are treated as rents from real property under the applicable Code section.

the fair market value of the personal property does not exceed 15% of the total fair market value of all property securing such mortgage), and personal property to the extent that rents attributable to the property are treated as rents from real property under the applicable Code section.

● Second, not more than 25% of our total assets may be represented by securities other than those in the 75% asset class (except that not more than 25% of the REIT's total assets may be represented by "nonqualified" debt instruments issued by publicly offered REITs).

For this purpose, a "nonqualified" debt instrument issued by a publicly offered REIT is any real estate asset that would cease to be a real estate asset if the definition of a real estate asset was applied without regard to the reference to debt instruments issued by publicly offered REITs.

● Third, not more than 20% of our total assets may constitute securities issued by TRSs and, of the investments included in the 25% asset class, the value of any one issuer's securities, other than equity securities issued by another REIT or securities issued by a TRS, owned by us may not exceed 5% of the value of our total assets.

● Third, not more than 20% (25%, commencing in 2026) of our total assets may constitute securities issued by TRSs and, of the investments included in the 25% asset class, the value of any one issuer's securities, other than equity securities issued by another REIT or securities issued by a TRS, owned by us may not exceed 5% of the value of our total assets.

● Fourth, we may not own more than 10% of the vote or value of the outstanding securities of any one issuer, except for issuers that are REITs, QRSs or TRSs, or certain securities that qualify under a safe harbor provision of the Code (such as so-called "straight-debt" securities).

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These distributions must be paid in the taxable year to which they relate or may be paid in the following taxable year if the distributions are declared before we timely file our tax return for the year to which they relate and are paid on or before the first regular dividend payment after the declaration.

A special rule applies that permits distributions that are declared in October, November or December as of a record date in such month and actually paid in January of the following year to be treated as if they were paid on December 31 of the year declared.

A special rule applies that permits distributions that are declared

in October, November or December as of a record date in such month and actually paid in January of the following year to be treated as if they were paid on December 31 of the year declared.

To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will have to pay tax on the undistributed amounts at regular ordinary and capital gain corporate tax rates.

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As a result of this election, depreciable real property (including certain improvements) held by the relevant trade or business must be depreciated under the alternative depreciation system under the Code, which generally is less favorable than the generally applicable system of depreciation under the Code.

If it was subsequently determined that this election was not in fact available with respect to all or certain of our business activities, the new interest deduction limitation could result in us having more REIT taxable income and, thus, increase the amount of distributions we must make in order to comply with the REIT requirements and avoid incurring corporate level income tax.

If it was subsequently determined that this election was not in fact available with respect to all or certain of our business activities, the interest deduction limitation could

result in us having more REIT taxable income and, thus, increase the amount of distributions we must make in order to comply with the REIT requirements and avoid incurring corporate level income tax.

Failure to Qualify as a REIT

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As a result, we anticipate that our failure to qualify as a REIT would reduce the funds available for distribution by us to our shareholders.

In addition, if we fail to qualify as a REIT, all distributions to our shareholders will be taxable as regular corporate dividends to such

shareholders to the extent of current and accumulated earnings and profits (as determined for U.S.

In addition, if we fail to qualify as a REIT, all distributions to our shareholders will be taxable as regular corporate dividends to such shareholders to the extent of current and accumulated earnings and profits (as determined for U.S.

federal income tax purposes).

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Such dividends, however, would not be eligible for the 20% deduction on "qualified" REIT dividends allowed by Section 199A of the Code generally available to U.S.

holders of our shares that are individuals, trusts or estates for taxable years beginning before January 1, 2026.

holders of our shares that are individuals, trusts or estates.

In addition, in a case where we did not qualify to be taxed as a REIT, corporate distributees may be eligible for the dividends received deduction, subject to the limitations of the Code.

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Noncorporate U.S.

shareholders will generally not be entitled to the preferential tax rate (currently 23.8%, inclusive of the 3.8% net investment income tax) applicable to certain types of dividends that give rise to "qualified dividend income," except with respect to the portion of any distribution (a) that represents income from dividends we received from a corporation in which we own shares to the extent that such dividends would be eligible for the lower rate on dividends if paid by the corporation to its individual shareholders, (b) that is equal to the sum of our REIT taxable income (taking into account the dividends paid deduction available to us) and certain net built-in gain with respect to property acquired from a C corporation in certain transactions in which we must adopt the basis of the asset in the hands of the C corporation for our previous taxable year and less any taxes paid by us during our previous taxable year, or (c) that represents earnings and profits that were accumulated by us in a prior non-REIT taxable year, in each case, provided that certain holding period

and other requirements are satisfied at both the REIT and individual shareholder level.

For taxable years prior to January 1, 2026, our U.S.

shareholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, pursuant to the temporary 20% deduction allowed by Section 199A of the Code.

Such noncorporate U.S.

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Whenever we redeem any preferred shares held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing the preferred shares so redeemed.

The treatment accorded to any redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a holder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption.

The treatment accorded to any

redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a holder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption.

In general, a holder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and such holder's adjusted tax basis in the preferred shares redeemed (provided the preferred shares are held as a capital asset) if such redemption (i) is "not essentially equivalent to a dividend" with respect to the holder of the preferred shares under Section 302(b)(1) of the Code, (ii) is a "substantially disproportionate" redemption with respect to the shareholder under Section 302(b)(2) of the Code, or (iii) results in a "complete termination" of the holder's interest in all classes of our shares under Section 302(b)(3) of the Code.

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The holder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code.

If the holder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be "not essentially equivalent to a dividend." However, whether a distribution is "not essentially equivalent to a dividend" depends on all of the facts and circumstances, and a holder of our preferred shares

intending to rely on any of these tests at the time of redemption should consult its tax advisor to determine their application to its particular situation.

Satisfaction of the "substantially disproportionate" and "complete termination" exceptions is dependent upon compliance with the respective objective tests set forth in Section 302(b)(2) and Section 302(b)(3) of the Code.

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shareholder's U.S.

federal income tax and may entitle the shareholder to a refund, provided that the required information is furnished to the IRS.

federal income tax and may entitle the shareholder to a refund, provided that the required information is furnished to

The applicable withholding agent will be required to furnish annually to the IRS and to U.S.

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A holder's net investment income generally includes its dividend income and its net gains from the disposition of REIT shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).

The temporary 20% deduction allowed by Section 199A of the Code with respect to ordinary REIT dividends received by noncorporate taxpayers is allowed only for purposes of Chapter 1 of the Code and, thus, apparently is not allowed as a deduction allocable to such dividends for purposes of determining the amount of net investment income subject to the 3.8% Medicare tax, which is imposed under Chapter 2A of the Code.

The 20% deduction allowed by Section 199A of the Code with respect to ordinary REIT dividends received by noncorporate taxpayers is allowed only for purposes of Chapter 1 of the Code and, thus, apparently is not allowed as a deduction allocable to such dividends for purposes of determining the amount of net investment income subject to the 3.8% Medicare tax, which is imposed under Chapter 2A of the Code.

If you are a U.S.

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real property interest, will not be taxable to a non - U.S.

shareholder to the extent that they do not exceed the adjusted basis of the non - U.S.

shareholder to the extent that they

do not exceed the adjusted basis of the non - U.S.

shareholder's shares.

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shareholder's tax liability with respect to the distribution is less than the amount withheld.

Such withholding should generally not be required if a non -

Such withholding should generally not be required if a non - U.S.

shareholder would not be taxed under the FIRPTA, upon a sale or exchange of shares.

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Assuming that we continue to be a domestically controlled REIT, taxation under FIRPTA generally will not apply to the sale of shares.

However, gain to which the FIRPTA rules do not apply still will be taxable to a non - U.S.

However, gain to which the FIRPTA

rules do not apply still will be taxable to a non - U.S.

shareholder if investment in the shares is treated as effectively connected with the non - U.S.

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If we do not qualify as a domestically controlled REIT, the tax consequences of a sale of shares by a non - U.S.

shareholder will depend upon whether such shares are regularly traded on an established securities market and the amount of such

shares that are held by the non - U.S.

shareholder will depend upon whether such shares are regularly traded on an established securities market and the amount of such shares that are held by the non - U.S.

Specifically, a non - U.S.

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or (iii) is designated as a qualified collective investment vehicle by the Secretary of the Treasury and is either fiscally transparent within the meaning of Section 894 of the Code or is required to include dividends in its gross income, but is entitled to a deduction for distribution to a person holding interests (other than interests solely as a creditor) in such foreign person.

Notwithstanding the foregoing, if a foreign investor in a qualified shareholder directly or indirectly, whether or not by reason of such investor's ownership interest in the qualified shareholder, holds more than 10% of the stock of the REIT, then a portion of the REIT stock held by the qualified shareholder (based on the foreign investor's percentage ownership of the qualified shareholder) will be treated as a U.S.

of the qualified shareholder) will be treated as a U.S.

real property interest in the hands of the qualified shareholder and will be subject to FIRPTA.

A "qualified foreign pension fund" is any trust, corporation, or other organization or arrangement (A) which is created or organized under the law of a country other than the United States, (B) which is established (i) by such country (or one or more political subdivisions thereof) to provide retirement or pension benefits to participants or beneficiaries that are current or former employees (including self-employed individuals) or persons designated by such employees, as a result of services rendered by such employees to their employers or (ii) by one or more employers to provide retirement or pension benefits to participants or beneficiaries that are current or former employees (including self-employed individuals) or persons designated by such employees in consideration for services rendered by such employees to such employers, (C) which does not have a single participant or beneficiary with a right to more than 5% of its assets or income, (D) which is subject to government regulation and with respect to which annual information about its beneficiaries is provided, or is otherwise available, to the relevant tax authorities in the country in which it is established or operates, and (E) with respect to which,

under the laws of the country in which it is established or operates, (i) contributions to such organization or arrangement that would otherwise be subject to tax under such laws are deductible or excluded from the gross income of such entity or arrangement or taxed at a reduced rate, or (ii) taxation of any investment income of such organization or arrangement is deferred or such income is excluded from the gross income of such entity or arrangement or is taxed at a reduced rate.

Federal Estate Taxes

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Taxation of Holders of Our Warrants and Rights

We do not currently have any warrants or rights outstanding, but if we were in the future, the follow treatment would apply to the holders of those warrants or rights.

We do not currently have any warrants or rights outstanding, but if we were in the future, the following treatment would apply to the holders of those warrants or rights.

Holders of our warrants will not generally recognize gain or loss upon the exercise of a warrant.

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Upon the sale or exchange of a warrant to a person other than us, a holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or exchange and the holder's adjusted tax basis in the warrant.

Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the warrant was held for more than one year.

Such gain or loss will be capital gain or loss and will be long-term capital gain

or loss if the warrant was held for more than one year.

Upon the sale of the warrant to us, the IRS may argue that the holder should recognize ordinary income on the sale.

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The tax basis in our shares acquired through an optional cash investment generally will equal the cost paid by the participant in acquiring our shares, including any brokerage fees paid by the shareholder.

The holding period for our shares

purchased through the optional cash investment feature of the DRIP generally will begin on the day our shares are purchased for the participant's account.

The holding period for our shares purchased through the optional cash investment feature of the DRIP generally will begin on the day our shares are purchased for the participant's account.

Withdrawal of Shares from the DRIP.

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If you are a holder of OP Units, other than a holder to which special provisions of the U.S.

federal income tax laws apply, as enumerated above, and you exercise your redemption right under the JBG SMITH LP partnership agreement, we may elect to exercise our right to acquire some or all of such OP Units in exchange for cash or our common shares (rather than having JBG SMITH LP satisfy your redemption right).

federal income tax laws apply, as enumerated above, and you exercise your redemption right under the JBG SMITH LP partnership agreement, we may

elect to exercise our right to acquire some or all of such OP Units in exchange for cash or our common shares (rather than having JBG SMITH LP satisfy your redemption right).

However, we are under no obligation to exercise this right.

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If we do not elect to acquire some or all of your OP Units in exchange for our common shares, JBG SMITH LP is required to redeem those OP Units for cash.

Your amount realized, taxable gain and

the tax consequences of that gain are described under "- Redemption of OP Units" below.

Your amount realized, taxable gain and the tax consequences of that gain are described under "- Redemption of OP Units" below.

In addition, you will need to take into account the state and local tax consequences that would apply to you on exercise of your redemption right.

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023

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1770 Crystal Drive

1101 17th Street

Tysons Dulles Plaza

Ground Leases

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1831/1861 Wiehle Avenue

Under-Construction Assets

2000/2001 South Bell Street (5)

Development Pipeline

Held for sale

8001 Woodmont

Other Land Assets (5)

Depreciation of the buildings and improvements is calculated over lives ranging from the life of the lease to 40 years .

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(2) Includes asset impairments recognized, amounts written off in connection with redevelopment activities and partial sale of assets.

(3) Land associated with buildings under construction was included in construction in progress which is reflected in the Building and Improvements column.

(3) Land associated with buildings under construction was included in construction in progress, which is reflected in the Building and Improvements column, when applicable.

(4) Date of original construction, many assets have had substantial renovation or additional construction.

See "Costs Capitalized Subsequent to Acquisition" column.

(5) In November 2024, a portion of 2000/2001 South Bell Street was placed into service.

The following is a reconciliation of real estate and accumulated depreciation:

(5) Includes unentitled land parcels and land parcels controlled through an option agreement.

The following table reconciles real estate and accumulated depreciation:

Year Ended December 31,

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(1) Includes assets held for sale.

(2) In 2025, we determined that The Batley, 2200 Crystal Drive and a development parcel were impaired and recorded an impairment loss totaling $ 45.1 million on these assets.

In 2024, we determined that 1901 South Bell Street, 2101 L Street, 8001 Woodmont and two development parcels were impaired and recorded an impairment loss totaling $ 55.4 million.

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

2100 Crystal Drive and 2200 Crystal were taken out of service and subsequently reported in the development pipeline in 2024.

(3) Exhibit Index

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Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).

Articles Supplementary Establishing and Fixing the Rights and Preferences of a Class of Shares of Beneficial Interest (incorporated by reference to Exhibit 3.4 in our Quarterly Report on Form 10-Q, filed on October 28, 2025).

Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Quarterly Report on Form 10-Q, filed on August 8, 2023) .

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K, filed on February 20, 2024).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended .

Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties LP, dated as of December 17, 2020 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 17, 2020).

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1 to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties LP, dated as of April 29, 2021 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-3, filed on June 30, 2021).

Amendment No.

2 to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties, LP (incorporated by reference to Exhibit 10.1 in our Quarterly Report on Form 10-Q, filed on October 28, 2025).

Credit Agreement, dated as of January 14, 2022 by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 14, 2022) .

57 unchanged sentences

Form of 2021 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K, filed on February 23, 2021).

Form of 2025 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 10-Q, filed on April 29, 2025).

Form of 2026 JBG SMITH Properties Performance LTIP Unit Agreement.

Form of AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 5, 2022).

Form of 2024 AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.52 to our Annual Report on Form 10-K, filed on February 20, 2024).

Form of 2025 AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 10-Q, filed on April 29, 2025).

Form of Agreement Equity Award in Lieu of Annual Cash Bonus (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10-K, filed on February 20, 2024).

8 unchanged sentences

Retirement and Consulting Agreement, dated as of October 24, 2024, by and between JBG SMITH Properties and Kevin Reynolds (incorporated by reference to Exhibit 10.1 in our Current Report on Form 10-Q, filed on October 29, 2024).

Policy on Inside Information and Insider Trading .

Policy on Inside Information and Insider Trading (incorporated by reference to Exhibit 19.1 on our Annual Report on Form 10-K, filed on February 18, 2025).

List of Subsidiaries of the Registrant .

53 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures