What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-10-28 · 239 added, 366 removed, 525 unchanged (54% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

September 30, 2025

March 31, 2026

December 31, 2025

15 unchanged sentences

Other assets, net

Assets held for sale

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

4 unchanged sentences

Other liabilities, net

Liabilities related to assets held for sale

Total liabilities

4 unchanged sentences

Common shares, $ 0.01 par value - 470,000 shares authorized;

59,302 and 84,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024

58,413 and 59,527 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Class B common shares, $ 0.01 par value - 30,000 shares authorized;

16,124 and 13,645 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

1 unchanged sentence

( 1,199,107 )

( 1,180,410 )

Accumulated other comprehensive income (loss)

4 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Property rental

11 unchanged sentences

OTHER INCOME (EXPENSE)

Income (loss) from unconsolidated real estate ventures, net

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 the extinguishment of debt, net

Gain on the sale of real estate, net

Loss on the extinguishment of debt, net

Impairment loss

3 unchanged sentences

Net loss attributable to redeemable noncontrolling interests

Net (income) loss attributable to noncontrolling interests

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

5 unchanged sentences

(In thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

OTHER COMPREHENSIVE LOSS

Three Months Ended March 31,

OTHER COMPREHENSIVE INCOME (LOSS)

Change in fair value of derivative financial instruments

Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense

Total other comprehensive loss

Total other comprehensive income (loss)

COMPREHENSIVE LOSS

Net loss attributable to redeemable noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Other comprehensive loss attributable to redeemable noncontrolling interests

Other comprehensive (income) loss attributable to noncontrolling interests

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES

4 unchanged sentences

Common Shares

Comprehensive

Noncontrolling

Income (Loss)

BALANCE AS OF JUNE 30, 2025

BALANCE AS OF DECEMBER 31, 2025

( 1,180,410 )

Net loss attributable to common shareholders

Redemption of common limited partnership units ("OP Units") for common shares

Issuance of Class B common shares

Redemption of common limited partnership units ("OP Units")

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")

Dividends declared on common shares

( $ 0.175 per common share)

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation

Total other comprehensive loss

BALANCE AS OF SEPTEMBER 30, 2025

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation

Total other comprehensive income

BALANCE AS OF MARCH 31, 2026

( 1,199,107 )

BALANCE AS OF JUNE 30, 2024

Net income (loss) attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

($ 0.175 per common share)

Distributions to noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation

Total other comprehensive loss

Other comprehensive loss attributable to noncontrolling interests

BALANCE AS OF SEPTEMBER 30, 2024

See accompanying notes to the condensed consolidated financial statements (unaudited).

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(In thousands)

Common Shares

Comprehensive

Noncontrolling

Income (Loss)

BALANCE AS OF DECEMBER 31, 2024

Net loss attributable to common shareholders

Redemption of OP Units for common shares

Redemption of OP Units

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.35 per common share)

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation

Total other comprehensive loss

BALANCE AS OF SEPTEMBER 30, 2025

BALANCE AS OF MARCH 31, 2025

( 1,043,003 )

BALANCE AS OF DECEMBER 31, 2023

Net loss attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.525 per common share)

Acquisition of noncontrolling interests

Contributions from noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation

Total other comprehensive loss

Other comprehensive income attributable to noncontrolling interests

BALANCE AS OF SEPTEMBER 30, 2024

See accompanying notes to the condensed consolidated financial statements (unaudited).

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

3 unchanged sentences

Deferred rent

(Income) loss from unconsolidated real estate ventures, net

Amortization of market lease intangibles, net

Loss from unconsolidated real estate ventures, net

Amortization (accretion) of market lease intangibles, net

Amortization of lease incentives

(Gain) loss on the extinguishment of debt, net

Loss on the extinguishment of debt, net

Impairment loss

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

Gain on the sale of real estate, net

Loss on operating lease and other receivables

Income from investments, net

(Income) loss from investments, net

Return on capital from unconsolidated real estate ventures

8 unchanged sentences

Development costs, construction in progress and real estate additions

Acquisition of real estate

Proceeds from the sale of real estate

Proceeds from derivative financial instruments

Payments on derivative financial instruments

Distributions of capital from unconsolidated real estate ventures and other investments

6 unchanged sentences

Repayments of revolving credit facility

Proceeds from derivative financial instruments

Payments on derivative financial instruments

Debt issuance and modification costs

Acquisition of noncontrolling interests

Redemption of noncontrolling interests

Proceeds from common shares issued pursuant to ESPP

2 unchanged sentences

Distributions to redeemable noncontrolling interests

Proceeds from the sale of interest in consolidated real estate venture

Distributions to noncontrolling interests

Net cash used in financing activities

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Net decrease in cash and cash equivalents, and restricted cash

Three Months Ended March 31,

Net increase (decrease) in cash and cash equivalents, and restricted cash

Cash and cash equivalents, and restricted cash, beginning of period

6 unchanged sentences

Cash paid for interest (net of capitalized interest of $ 400 and $ 998 in 2026 and 2025)

Accrued capital expenditures included in accounts payable and accrued expenses

Accrued capital expenditures

Write-off of fully depreciated assets

Cash paid for income taxes

Redemption of OP Units for common shares

Redeemable noncontrolling interests redemption value adjustment

Derecognition of operating lease right-of-use asset

Derecognition of liabilities related to operating lease right-of-use asset

Accrual for common shares repurchased pending settlement

Cash paid for amounts included in the measurement of lease liabilities for operating leases

3 unchanged sentences

Organization and Basis of Presentation

JBG SMITH Properties ("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.com, Inc.'s headquarters;

Virginia Tech's $ 1 billion Innovation Campus;

proximity to the Pentagon;

and our placemaking initiatives and public infrastructure improvements.

JBG SMITH Properties ("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.

Almost 80.0 % of our portfolio is in the National Landing submarket in Northern Virginia.

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 Properties LP ("JBG SMITH LP"), our operating partnership.

As of September 30, 2025, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 81.3 % of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units.

As of March 31, 2026, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 81.6 % of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units.

JBG SMITH is referred to herein as "we," "us," "our" or other similar terms.

1 unchanged sentence

these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

As of September 30, 2025, our Operating Portfolio consisted of 37 operating assets comprising 14 multifamily assets totaling 6,164 units ( 5,978 units at our share), 21 commercial assets totaling 7.0 million square feet ( 6.7 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 355 units ( 355 units at our share) and 19 assets in the development pipeline totaling 10.7 million square feet ( 8.7 million square feet at our share) of estimated potential development density.

As of March 31, 2026, our Operating Portfolio consisted of 38 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 one wholly owned land asset for which we are the ground lessor.

Additionally, our development pipeline, which consists of owned and entitled land on which we have the potential to commence construction subject to completion of design and/or market conditions, totaled 4.6 million square feet ( 3.3 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 derive our revenue primarily from leases with multifamily and commercial tenants.

7 unchanged sentences

All intercompany transactions and balances have been eliminated.

The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for a full year.

The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for a full year.

These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on February 17, 2026 ("Annual Report").

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP.

See Note 5 for additional information.

The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024.

References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024.

References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

See Note 5 for additional

The portions of the equity and net income (loss) of consolidated VIEs that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025.

References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025.

References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025.

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code").

11 unchanged sentences

Standards Not Yet Adopted

Interim Reporting

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, "Interim Reporting (Topic 270):

Narrow-Scope Improvements." ASU 2025-11 improves the navigability of the required interim disclosures and clarifies when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the potential impact of adopting this new guidance on our financial statements.

Hedge Accounting

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements." ASU 2025-09 amends certain aspects of the hedge accounting guidance in ASC 815, Derivatives and Hedging, to provide targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The guidance should be applied on a prospective basis.

While we are evaluating the potential impact of adopting this new guidance, we currently do not expect the adoption to have a material impact on our financial statements.

Expense Disaggregation Disclosures

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses." ASU 2024-03 requires expanded interim and annual disclosures of certain expense information in the notes to the financial statements.

1 unchanged sentence

The guidance can be applied on a prospective or retrospective basis.

We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." ASU 2023-09 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance is effective for annual periods beginning after December 15,

This guidance should be applied on a prospective basis, but retrospective application is permitted.

We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

Acquisitions and Dispositions

In September 2025, we acquired the remaining 45.0 % interest in the unconsolidated real estate venture that owned 1101 17 th Street, a 210,410 square-foot commercial asset in Washington D.C., for no consideration.

We had discontinued applying the equity method of accounting on this investment in 2018 as we had received cumulative distributions in excess of our cumulative contributions and share of earnings, which reduced our investment to zero .

1101 17 th Street was consolidated as of the date of acquisition, and we recorded our investment in the asset at the net carryover basis of our previously held equity investment.

We recorded assets of $ 32.3 million primarily consisting of land, and we recorded liabilities of $ 32.3 million primarily consisting of $ 30.4 million related to the estimated fair value of a $ 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.

In May 2025, we acquired Tysons Dulles Plaza, a 491,494 square-foot commercial asset in Tysons, Virginia, through a reverse like-kind exchange agreement pursuant to Section 1031 of the Code (a "Reverse 1031 Exchange") with a third-party intermediary, for $ 42.3 million, exclusive of $ 413,000 of transaction costs that were capitalized as part of the acquisition.

See Note 5 for additional information.

The following summarizes activity for the nine months ended September 30, 2025:

We are currently evaluating the potential impact of adopting this new guidance on our financial statements.

The following table summarizes disposition activity for the three months ended March 31, 2026:

Date Disposed

(In thousands)

July 10, 2025

June 25, 2025

WestEnd25 (1)

June 20, 2025

Development Parcel

February 11, 2026

8001 Woodmont (2)

(1) In connection with the sale, we repaid the related $ 97.5 million mortgage loan and terminated the related interest rate swap resulting in a $ 2.2 million gain, which was included in "Gain (loss) on the extinguishment of debt, net" in our statement of operations for the nine months ended September 30, 2025.

(2) In connection with the sale, we repaid the related $ 99.7 million mortgage loan.

(3) Includes a $ 4.7 million gain related to permanent land easement transactions across various parcels in National Landing and a gain of $ 1.4 million related to prior year dispositions.

In May 2025, we sold a 40.0 % noncontrolling interest in a real estate venture that owns West Half, a multifamily asset in Washington, D.C., for $ 100.0 million.

See Note 9 for additional information.

Development Parcel

In April 2026, we formed a real estate venture to recapitalize Tysons Dulles Plaza, a 491,494 -square-foot commercial asset in Tysons, Virginia, in which we own a 50.0 % interest.

In connection with the transaction, the real estate venture entered into a three-year , interest-only $ 37.9 million mortgage loan with an interest rate of Secured Overnight Financing Rate (" SOFR ") plus 2.10 %, of which $ 20.0 million was drawn at closing.

We retained management of the asset and continue to account for the asset on a consolidated basis.

Investments in Unconsolidated Real Estate Ventures

The following summarizes the composition of our investments in unconsolidated real estate ventures:

The following table summarizes the composition of our investments in unconsolidated real estate ventures:

Real Estate Venture

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Morgan Global Alternatives ("J.P.

Dulles View Venture

4747 Bethesda Venture

1 unchanged sentence

Total investments in unconsolidated real estate ventures (3) (4)

(1) Reflects our effective ownership interests as of September 30, 2025.

(1) Reflects our effective ownership interests as of March 31, 2026.

We have multiple investments with certain venture partners in the underlying real estate.

2 unchanged sentences

See Note 1 for more information.

Also, as of December 31, 2024, excluded our interest in an investment in the real estate venture that owned 1101 17th Street for which we had discontinued applying the equity method of accounting in 2018 as we had received cumulative distributions in excess of our cumulative contributions and share of earnings, which reduced our investment to zero ;

further, we were not obligated to provide for losses, had not guaranteed its obligations or otherwise committed to provide financial support.

In September 2025, we acquired the remaining 45.0 % interest in the unconsolidated real estate venture that owned 1101 17 th Street, which was consolidated as of the date of acquisition.

See Note 3 for additional information.

(4) As of September 30, 2025 and December 31, 2024, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 2.2 million and $ 10.6 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest .

(4) As of March 31, 2026 and December 31, 2025, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 1.9 million and $ 2.0 million, resulting primarily from capitalized interest and differences in the timing of the recognition of our share of development fees .

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures.

We recognized revenue, including expense reimbursements, of $ 2.8 million and $ 8.3 million for the three and nine months ended September 30, 2025, and $ 4.4 million and $ 13.0 million for the three and nine months ended September 30, 2024.

The following summarizes the debt of our unconsolidated real estate ventures:

Average Effective

We recognized revenue, including expense reimbursements, of $ 2.8 million for both the three months ended March 31, 2026 and 2025 in connection with these services.

The following table summarizes the debt of our unconsolidated real estate ventures:

Interest Rate (1)

September 30, 2025

March 31, 2026

December 31, 2025

(In thousands)

Variable rate (2)

Fixed rate (3)

Mortgage loans

Mortgage loan (2)

Unamortized deferred financing costs and premium / discount, net

Mortgage loans, net (4)

(1) Weighted average effective interest rate as of September 30, 2025.

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

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

The $ 60.0 million mortgage loan outstanding as of December 31, 2024 was assumed as part of our acquisition of the remaining 45.0 % interest in the unconsolidated real estate venture that owned 1101 17 th Street.

See Note 3 for additional information.

(4) See Note 17 for additional information on guarantees of the debt of our unconsolidated real estate ventures.

The following summarizes financial information for our unconsolidated real estate ventures:

September 30, 2025

Mortgage loan, net (3)

(1) Effective interest rate as of March 31, 2026.

(2) Represents a variable rate mortgage loan with an interest rate cap agreement.

(3) Excludes mortgage loans related to the Fortress Assets.

The following tables summarize financial information for our unconsolidated real estate ventures:

March 31, 2026

December 31, 2025

3 unchanged sentences

Other assets, net

Mortgage loans, net

Mortgage loan, net

Other liabilities, net

1 unchanged sentence

Total liabilities and equity

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

Three Months Ended March 31,

Combined income statement information:

1 unchanged sentence

Operating income

(1) Excludes amounts related to the Fortress Assets and one commercial building in which we have a 10.0 % subordinated interest.

(2) Excludes amounts related to The Foundry and the L'Enfant Plaza assets as we discontinued applying the equity method of accounting after September 30, 2023 and September 30, 2022.

In April 2024, the lender foreclosed on the mortgage loan secured by The Foundry and took possession of the property.

In October 2024, the lender foreclosed on the mortgage loan secured by the L’Enfant Plaza assets and took possession of the properties.

(3) Includes a $ 3.0 million gain for the nine months ended September 30, 2025 related to a prior year disposition.

Includes the gain on the sale of Central Place Tower of $ 894,000 for the nine months ended September 30, 2024.

(1) Excludes amounts related to our 10.0 % subordinated interest in one commercial building and the Fortress Assets.

Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE.

An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights.

We hold interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE.

An entity is a VIE because it does not hold sufficient equity at risk or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights.

We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance.

Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

We assess our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights in determining whether we are the primary beneficiary of the VIE.

Unconsolidated VIEs

As of September 30, 2025 and December 31, 2024, we had interests in entities deemed to be VIEs.

Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance.

As of March 31, 2026 and December 31, 2025, we had interests in entities deemed to be unconsolidated VIEs.

respective VIE's economic performance.

We account for our investment in these entities under the equity method.

As of September 30, 2025 and December 31, 2024, the net carrying amounts of our investment in these entities were $ 82.3 million and $ 82.0 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets.

Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of

Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees.

As of March 31, 2026 and December 31, 2025, the net carrying amounts of our investment in these entities were $ 79.2 million and $ 79.0 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets.

Our equity in the income (loss) of unconsolidated VIEs was included in "Loss from unconsolidated real estate ventures, net" in our statements of operations.

Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees, as applicable.

See Note 17 for additional information.

6 unchanged sentences

Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements.

Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

In conjunction with the acquisition of Tysons Dulles Plaza in May 2025, we entered into a Reverse 1031 Exchange with a third-party intermediary, which was the legal owner of the entity that owned this asset.

We determined that this entity was a VIE and that we were the primary beneficiary of the VIE.

Accordingly, we consolidated the asset and its operations as of the acquisition date.

Legal ownership of this entity was transferred to us by the third-party intermediary in July 2025.

Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all of our consolidated assets and liabilities.

Other Assets, Net

The following summarizes other assets, net:

September 30, 2025

The following table summarizes other assets, net:

March 31, 2026

December 31, 2025

8 unchanged sentences

(1) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value.

The following summarizes unrealized and realized gains (losses), which were included in "Interest and other income, net" in our statements of operations:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table summarizes unrealized and realized gains (losses), which were included in "Interest and other income, net" in our statements of operations:

Three Months Ended March 31,

(In thousands)

Unrealized gains

Realized losses

Unrealized gains (losses)

Realized gains (losses)

(2) Primarily consists of equity investments in the Washington Housing Initiative ("WHI") Impact Pool and the LEO Impact Housing Fund.

1 unchanged sentence

Mortgage Loans

The following summarizes mortgage loans:

The following table summarizes mortgage loans:

Weighted Average

Interest Rate (1)

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Mortgage loans, net

(1) Weighted average effective interest rate as of September 30, 2025.

(1) Weighted average effective interest rate as of March 31, 2026.

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

1 unchanged sentence

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

As of September 30, 2025, one-month term Secured Overnight Financing Rate ("SOFR") was 4.13 % .

As of March 31, 2026, one-month term SOFR was 3.66 % .

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

(4) As of September 30, 2025, includes a discount of $ 29.6 million related to the mortgage loan assumed in connection with the acquisition of 1101 17 th Street.

See Note 3 for additional information.

As of September 30, 2025 and December 31, 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $ 1.7 billion and $ 2.1 billion.

(4) As of March 31, 2026 and December 31, 2025, includes a discount of $ 29.6 million related to the 1101 17 th Street mortgage loan.

As of March 31, 2026 and December 31, 2025, the net carrying value of real estate collateralizing our mortgage loans totaled $ 1.7 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 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 September 2025, in connection with the acquisition of the remaining 45.0 % interest in the unconsolidated real estate venture that owned 1101 17 th 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 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.

As of September 30, 2025 and December 31, 2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 802.6 million and $ 1.4 billion.

As of March 31, 2026 and December 31, 2025, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 756.0 million.

See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of September 30, 2025 and 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 term loan ("Tranche A-1 Term Loan") maturing in January 2026, a $ 400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $ 120.0 million term loan ("2023 Term Loan") maturing in June 2028.

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 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 to make capital expenditures, and also include requirements to maintain financial ratios.

As of March 31, 2026 and December 31, 2025, 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 term loan ("Tranche A-1 Term Loan") maturing in January 2027, as extended in January 2026, a $ 400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $ 120.0 million term loan ("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.

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

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

Interest Rate (1)

September 30, 2025

March 31, 2026

December 31, 2025

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Term loans, net

(1) Effective interest rate as of September 30, 2025.

(1) Effective interest rate as of March 31, 2026.

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

(2) As of September 30, 2025, daily SOFR was 4.24 % .

As of September 30, 2025 and December 31, 2024, letters of credit totaling $ 4.8 million and $ 15.2 million were outstanding under our revolving credit facility.

(3) As of September 30, 2025 and December 31, 2024, excludes $ 5.1 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 balance sheets.

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

(2) As of March 31, 2026, daily SOFR was 3.68 % .

As of March 31, 2026 and December 31, 2025, letters of credit totaling $ 4.8 million were outstanding under our revolving credit facility.

(3) As of March 31, 2026 and December 31, 2025, excludes $ 3.6 million and $ 4.4 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

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

(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.

Other Liabilities, Net

The following summarizes other liabilities, net:

September 30, 2025

The following table summarizes other liabilities, net:

March 31, 2026

December 31, 2025

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Environmental liabilities (1)

Deferred tax liability, net

Dividends payable

2 unchanged sentences

Total other liabilities, net

(1) In connection with the sale of a development parcel in February 2026, environmental liabilities of $ 11.7 million were relieved.

Redeemable Noncontrolling Interests

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Vested LTIP Units are convertible into OP Units.

During the nine months ended September 30, 2025 and 2024, unitholders redeemed 1.2 million and 827,012 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of September 30, 2025, outstanding OP Units and convertible LTIP Units totaled 13.6 million, representing an 18.7 % ownership interest in JBG SMITH LP.

Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets.

Redemption value per OP Unit is equivalent to the market value of one

common share at the end of the period.

During the fourth quarter of 2025, through October 24, 2025, unitholders redeemed 262,641 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

During the three months ended March 31, 2026 and 2025, unitholders redeemed 517,235 and 647,387 OP Units.

As of March 31, 2026, outstanding OP Units and convertible LTIP Units totaled 13.2 million, representing an 18.4 % ownership interest in JBG SMITH LP.

Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the

redemption value recognized in "Additional paid-in capital" in our balance sheets.

Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period.

Consolidated Real Estate Venture

In May 2025, we sold a 40.0 % noncontrolling interest in a real estate venture that owns West Half, a multifamily asset in Washington, D.C., for $ 100.0 million.

Following this transaction, we retained a 60.0 % ownership interest and control of the venture.

We accounted for this transaction as an equity transaction and will continue to account for the asset on a consolidated basis.

Pursuant to the terms of the venture agreement:

(i) operating distributions are made in accordance with ownership percentages and liquidity event distributions are made pursuant to a waterfall structure whereby our venture partner is entitled to a priority return;

(ii) we are required to fund all cash flow deficits;

(iii) we have the right to cause a sale of the property as long as the proceeds from the sale are sufficient to cover our venture partner’s interest and required return;

and (iv) our venture partner has the right, but not the obligation, to cause a sale of the property after the second-year anniversary of closing upon which we can either acquire our venture partner’s interest or market the asset for sale.

Given these rights held by our venture partner, we account for its interest in the venture as a redeemable noncontrolling interest.

The carrying amount of the redeemable noncontrolling interest is adjusted at the end of each reporting period to reflect the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income (loss) and distributions, or (ii) the redemption value at the balance sheet date.

We have a 60.0 % controlling ownership interest in a real estate venture that owns West Half, a multifamily asset in Washington, D.C.

Our venture partner has the right, but not the obligation, to cause a sale of the property after May 2027, upon which we can either acquire our venture partner’s interest or market the asset for sale.

Given this right held by our venture partner, we account for its interest in the venture as a redeemable noncontrolling interest.

Any adjustments to the carrying amount are recognized in "Additional paid-in capital" in our balance sheets.

The following summarizes the activity of redeemable noncontrolling interests:

Three Months Ended September 30,

(In thousands)

Balance, beginning of period

Net income (loss)

Other comprehensive loss

Contributions (distributions), net

Share-based compensation expense

Adjustment to redemption value

Balance, end of period

Nine Months Ended September 30,

The following table summarizes the activity of redeemable noncontrolling interests:

Three Months Ended March 31,

(In thousands)

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LTIP Units issued in lieu of cash compensation (1)

Net income (loss)

Other comprehensive loss

Contributions (distributions), net

Other comprehensive income (loss)

Distributions, net

Share-based compensation expense

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Property Rental Revenue

The following summarizes property rental revenue from our non-cancellable leases:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table summarizes property rental revenue from our non-cancellable leases:

Three Months Ended March 31,

(In thousands)

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LTIP Units and Time-Based LTIP Units

During the nine months ended September 30, 2025, we granted to certain employees 739,391 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 13.59 per unit that vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers.

During the three months ended March 31, 2026, we granted to certain employees 1.2 million LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 14.87 per unit that vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers ("NEOs").

Compensation expense for these units is primarily recognized over a four-year period.

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Compensation expense totaling $ 3.3 million for these LTIP Units was recognized in 2025.

In April 2025, as part of their annual compensation, we granted to non-employee trustees a total of 160,713 fully vested LTIP Units with a grant-date fair value of $ 11.66 per unit, which includes LTIP Units elected in lieu of cash retainers.

The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 2025 was $ 14.0 million.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2026 was $ 20.8 million.

The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions.

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Risk-free interest rate

3.9 % to 4.4 %

Post-grant restriction periods

In April 2026, as part of their annual compensation, we granted to non-employee trustees a total of 157,207 fully vested LTIP Units, which includes LTIP Units elected in lieu of cash retainers, with a grant-date fair value of $ 11.92 per unit.

The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

Appreciation-Only LTIP Units ("AO LTIP Units")

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The AO LTIP Units provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $ 18.37 .

The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 25 %.

The AO LTIP Units are subject to a total shareholder return modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by a flat 25 %.

The AO LTIP Units have a three-year performance period with 50 % of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50 % vesting on the fourth anniversary of the grant date, subject to continued employment.

The AO LTIP Units expire on the fifth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the nine months ended September 30, 2025 was $ 1.5 million, valued using Monte Carlo simulations based on the following significant assumptions:

The AO LTIP Units granted expire on the fifth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2026 was $ 1.6 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

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Performance-Based LTIP Units

In January 2025, we issued 957,000 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to certain employees.

The Performance-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of net operating income ("NOI") targets set and measured annually by the Compensation Committee and subject to continued employment.

While the targets are set and measured annually, the awards vest and the related compensation expense is expected to be recognized in 2027 based on the average of the actual performance achieved during the prior three years .

Achievement levels for the Performance-Based LTIP Units are set for threshold, at which 25 % of the awards may be earned, target, at which 50 % of the awards may be earned and maximum performance, at which all the awards are earned.

As the performance goals for subsequent years are not set at the time of issuance, the awards are not considered granted for accounting purposes and therefore do not have a grant-date fair value.

Accordingly, the total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the Performance-Based LTIP Units issued in 2025.

In January 2026, we granted to our NEOs 566,250 performance-based LTIP Units with share price appreciation targets ("Share Price Performance LTIP Units") and a grant-date fair value of $ 10.79 per unit that vest 50 % on the third anniversary of the grant date and 50 % on the fourth anniversary of the grant date, subject to continued employment, based on achieving stated share prices over a five-year performance period that commences on the first anniversary of the grant date.

The Share Price Performance LTIP Units are earned only if the shares trade at or above a threshold price for 60 consecutive days during the performance period.

The threshold prices are $ 20 , $ 22 , $ 24 , $ 26 , and $ 28 , at each of which 20 % of the award is earned.

Compensation expense for these units is being recognized over a four-year period.

The aggregate grant-date fair value of the Share Price Performance LTIP Units granted during the three months ended March 31, 2026 was $ 6.1 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

Dividend yield

Risk-free interest rate

In January 2026, we also issued 975,914 performance-based LTIP Units with net operating income ("NOI") targets ("NOI-Based LTIP Units") to certain employees.

The NOI-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of NOI targets.

Achievement of NOI targets, set and measured annually by the Compensation Committee, may earn based on threshold ( 25 %), target ( 50 %), and maximum ( 100 %) performance levels, based on the average of the performance achieved during the three-year performance period.

The awards vest at the end of the performance period in February 2029 subject to Compensation Committee approval and continued employment.

As the performance goals for subsequent years were not set at the time of issuance, the awards are not considered granted for accounting purposes and, therefore, do not have a grant-date fair value.

Accordingly, compensation expense for the awards

is expected to be recognized beginning in 2028, when all the targets are known and a grant-date fair value is established.

The total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the NOI-Based LTIP Units issued in 2026 and 2025.

Restricted Share Units ("RSUs")

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The aggregate grant-date fair value of the RSUs was $ 1.6 million.

The RSUs were valued based on the closing common share price on the date of grant.

Pursuant to the ESPP, employees purchased 48,017 common shares for $ 653,000 during the nine months ended September 30, 2025, valued using the Black-Scholes model based on the following significant assumptions:

The RSUs were valued based on the closing common share price on the grant date.

Pursuant to the ESPP, employees purchased 19,165 common shares for $ 238,000 during the three months ended March 31, 2026, valued using the Black-Scholes model based on the following significant assumptions:

Expected volatility

32.0 % to 37.0 %

Dividend yield

4.1 % to 4.7 %

Risk-free interest rate

1 unchanged sentence

Share-Based Compensation Expense

The following summarizes share-based compensation expense:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table summarizes share-based compensation expense:

Three Months Ended March 31,

(In thousands)

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(i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

As of September 30, 2025, we had $ 17.3 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 1.8 years.

As of March 31, 2026, we had $ 32.9 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.1 years.

Transaction and Other Costs

The following summarizes transaction and other costs:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table summarizes transaction and other costs:

Three Months Ended March 31,

(In thousands)

2 unchanged sentences

Demolition costs

Employee impersonation fraud loss (2)

Transaction and other costs

(1) Primarily consists of deal costs and legal costs related to pursued transactions.

(2) During the first quarter of 2026, we were the victim of a criminal fraud scheme involving AI-enabled employee impersonation which led to fraudulently induced wire transfers resulting in a loss of $ 9.5 million, net of expected insurance recoveries.

Interest Expense

The following summarizes interest expense:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table summarizes interest expense:

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

Amortization of deferred financing costs

Net unrealized (gain) loss on non-designated derivatives

Net unrealized gain on non-designated derivatives

Capitalized interest

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Our Board of Trustees has authorized the repurchase of up to $ 2.0 billion of our outstanding common shares.

During the three and nine months ended September 30, 2025, we repurchased and retired 3.1 million and 26.4 million common shares for $ 62.9 million and $ 435.3 million, a weighted average purchase price per share of $ 20.21 and $ 16.46 .

During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $ 50.2 million and $ 168.1 million, a weighted average purchase price per share of $ 16.23 and $ 15.61 .

Since we began the share repurchase program through September 30, 2025, we have repurchased and retired 83.2 million common shares for $ 1.6 billion, a weighted average purchase price per share of $ 18.78 .

During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $ 7.9 million, a weighted average purchase price per share of $ 20.49 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

During the three months ended March 31, 2026, we repurchased and retired 1.6 million common shares for $ 25.4 million, a weighted average purchase price per share of $ 15.47 .

During the three months ended March 31, 2025, we repurchased and retired 12.2 million common shares for $ 187.5 million, a weighted average purchase price per share of $ 15.43 .

Since we began the share repurchase program through March 31, 2026, we have repurchased and retired 85.3 million common shares for $ 1.6 billion, a weighted average purchase price per share of $ 18.73 .

During the second quarter of 2026, through May 1, 2026, we repurchased and retired 182,184 common shares for $ 2.6 million, a weighted average purchase price per share of $ 14.36 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Loss Per Common Share

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During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses.

Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable

to common shareholders.

Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders.

Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive.

The following summarizes the calculation of basic and diluted loss per common share and reconciles net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share:

Three Months Ended September 30,

Nine Months Ended September 30,

Class B common shares ("Class B Shares"), held by certain LTIP Unit and OP Unit holders, are entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class.

Class B Shares are automatically cancelled and redeemed upon the redemption of each corresponding OP Unit.

Class B Shares are not listed on any national securities exchange, and do not have any economic rights or rights to any dividends, distributions or proceeds upon our liquidation.

Similarly, the Class B Shares are excluded from the calculation of earnings (loss) per common share as they do not participate in profits or losses.

The following table summarizes the calculation of basic and diluted loss per common share and reconciles net loss to the amounts of net loss attributable to common shareholders used in calculating basic and diluted loss per common share:

Three Months Ended March 31,

(In thousands, except per share amounts)

Net loss attributable to redeemable noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Net loss attributable to common shareholders

Distributions to participating securities

Net loss available to common shareholders - basic and diluted

Net loss attributable to common shareholders - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

Loss per common share - basic and diluted

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of September 30, 2025 and 2024 is excluded in the computation of diluted loss per common share as the assumed redemption of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted loss per share).

Since OP Units, Time-Based LTIP Units, LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from loss available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted loss per common share.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million and 8.0 million for the three and nine months ended September 30, 2025, and 7.9 million for three and nine months ended September 30, 2024, were excluded from the calculation of diluted loss per common share as they were antidilutive, but could be dilutive in the future.

Dividends Declared in October 2025

On October 23, 2025 , our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on November 20, 2025 to shareholders of record as of November 6, 2025 .

Issuance of Class B Common Shares ("Class B Shares")

Effective October 27, 2025, 30.0 million authorized but unissued common shares were reclassified as Class B common shares, and on October 27, 2025, we issued 13.9 million Class B Shares, with a par value of $ 0.01 per share, to certain LTIP Unit and OP Unit holders.

Holders of Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class.

Class B Shares will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit.

Class B Shares will not be listed on any national securities exchange, and do not have any economic rights or rights to any dividends, distributions or proceeds upon our liquidation.

Similarly, the Class B shares will be excluded from the calculation of earnings (loss) per common share as they do not participate in profits or losses.

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of March 31, 2026 and 2025 is excluded in the computation of diluted loss per common share as the assumed redemption of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted loss per share).

OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed income at an identical proportion to the common shareholders.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 8.6 million and 7.9 million for the three months ended March 31, 2026 and 2025, were excluded from the calculation of diluted loss per common share as they were antidilutive, but could be dilutive in the future.

Dividends Declared in April 2026

On April 30, 2026 , our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on May 28, 2026 to shareholders of record as of May 14, 2026 .

Fair Value Measurements

1 unchanged sentence

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

As of September 30, 2025 and December 31, 2024, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was ($ 2.9 ) million and $ 17.2 million as of September 30, 2025 and December 31, 2024 and was recorded in "Accumulated other comprehensive income (loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 371,000 of the net unrealized gain as a decrease to interest expense.

As of March 31, 2026 and December 31, 2025, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was $ 1.6 million and ($ 3.6 ) million as of March 31, 2026 and December 31, 2025 and was recorded in "Accumulated other comprehensive income (loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 1.1 million of the net unrealized gain as a decrease to interest expense.

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value.

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The derivative financial instruments are classified within Level 2 of the valuation hierarchy.

The following summarizes assets and liabilities measured at fair value on a recurring basis:

The following table summarizes assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements

(In thousands)

September 30, 2025

March 31, 2026

Derivative financial instruments designated as effective hedges:

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While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default.

However, as of September 30, 2025 and December 31, 2024, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

However, as of March 31, 2026 and December 31, 2025, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy.

The net unrealized gains (losses) included in "Other comprehensive income (loss)" in our statements of comprehensive loss for the three and nine months ended September 30, 2025 and 2024 were attributable to the net change in unrealized gains (losses) related to effective derivative financial instruments that were outstanding during those periods,

none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments.

The net unrealized gains (losses) included in "Other comprehensive (income) loss" in our statements of comprehensive loss for the three months ended March 31, 2026 and 2025 were attributable to the net change in unrealized gains (losses) related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments.

Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations.

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Real estate held for sale is carried at the lower of carrying amounts or estimated fair value less disposal costs.

During the nine months ended September 30, 2025, this assessment resulted in the impairment of The Batley, 2200 Crystal Drive and a development parcel, which had an estimated fair value totaling $ 172.5 million based on a market approach and were classified as Level 2 in the fair value hierarchy.

Impairment losses totaled $ 4.8 million and $ 45.1 million for the three and nine months ended September 30, 2025, which were included in "Impairment loss" in our statements of operations.

The Batley was sold in July 2025.

During the three months ended March 31, 2026, in connection with our continued marketing of a land parcel for sale, we determined the carrying value exceeded the estimated $ 3.8 million fair value of the land parcel.

We recognized a $ 1.5 million impairment loss, which was included in "Impairment loss" in our statement of operations.

The fair value was estimated using a market approach and was classified as Level 2 in the fair value hierarchy.

In April 2026, we withheld payment under a ground lease option at a pre-development project with $ 44.0 million of capitalized costs, of which $ 17.1 million was recorded as part of the formation transaction in 2017, as the parties attempt to negotiate new ground lease terms.

As of March 31, 2026, we believe the project remains probable of future development.

Should our efforts to negotiate new ground lease terms prove unsuccessful or market conditions deteriorate, we may need to reassess the probability of future development and recoverability of the asset, which could result in impairment charges in future periods.

Financial Assets and Liabilities Not Measured at Fair Value

As of September 30, 2025 and December 31, 2024, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

September 30, 2025

As of March 31, 2026 and December 31, 2025, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

March 31, 2026

December 31, 2025

20 unchanged sentences

We have included disclosure of NOI and the results of our third-party real estate services business at our share to align with our internal reporting and the information used by our CODM.

The following summarizes NOI at our share for our multifamily and commercial segments, including a reconciliation to our total NOI at our share:

Three Months Ended September 30, 2025

(In thousands, at our share)

Property rental revenue

Other property revenue

Total property revenue

Property expense:

Real estate taxes

Repairs and maintenance

Other property operating

Total property expense

NOI from reportable segments

Other NOI (1)

Three Months Ended September 30, 2024

(In thousands, at our share)

Property rental revenue

Other property revenue

Total property revenue

Property expense:

Real estate taxes

Repairs and maintenance

Other property operating

Total property expense

NOI from reportable segments

Other NOI (1)

Nine Months Ended September 30, 2025

Asset information, including total assets, investments in equity method investees and expenditures for additions to long-lived assets, is not regularly provided to the CODM for purposes of assessing segment performance or allocating resources.

Accordingly, such information is not disclosed by reportable segment.

The following tables summarize NOI at our share for our multifamily and commercial segments, including a reconciliation to our total NOI at our share:

Three Months Ended March 31, 2026

(In thousands, at our share)

9 unchanged sentences

Other NOI (1)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(In thousands, at our share)

10 unchanged sentences

(1) Includes activity related to development assets and land assets for which we are the ground lessor.

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

Three Months Ended September 30,

Nine Months Ended September 30,

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

Three Months Ended March 31,

(In thousands, at our share)

7 unchanged sentences

Net third-party real estate services, excluding reimbursements

The following reconciles revenue at our share to total revenue per the statements of operations:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table reconciles revenue at our share to total revenue per the statements of operations:

Three Months Ended March 31,

(In thousands)

8 unchanged sentences

(1) Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

(2) Adjustment to include deferred rent, above/below market lease amortization, commercial lease termination revenue and lease incentive amortization.

The following reconciles NOI at our share to loss before income tax (expense) benefit:

Three Months Ended September 30,

Nine Months Ended September 30,

(2) Adjustment to include deferred rent, above/below market lease amortization/accretion, commercial lease termination revenue and lease incentive amortization.

The following table reconciles NOI at our share to loss before income tax (expense) benefit:

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

Net third-party real estate services, excluding reimbursements, at our share

Income (loss) from unconsolidated real estate ventures, net

Loss from unconsolidated real estate ventures, net

Interest and other income, net

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

Gain on the sale of real estate, net

Depreciation and amortization expense

3 unchanged sentences

Interest expense

(Gain) loss on the extinguishment of debt, net

Loss on the extinguishment of debt, net

Impairment loss

6 unchanged sentences

Loss before income tax (expense) benefit

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

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

(2) Adjustment to include payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity.

10 unchanged sentences

Construction Commitments

As of September 30, 2025, we had one asset under construction, Valen, and are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $ 26.1 million to complete, which we anticipate will be primarily expended over the next year .

As of March 31, 2026, we have remaining commitments related to Valen, a recently completed multifamily asset, and an office amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $ 3.8 million to complete, which we anticipate will be primarily expended in the second quarter of 2026.

Environmental Matters

6 unchanged sentences

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.

Environmental liabilities totaled $ 17.5 million as of September 30, 2025 and December 31, 2024, and are included in "Other liabilities, net" in our balance sheets.

Environmental liabilities totaled $ 5.7 million and $ 17.5 million as of March 31, 2026 and December 31, 2025, and are included in "Other liabilities, net" in our balance sheets.

Legal Proceedings

2 unchanged sentences

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.

While we intend to vigorously defend against this 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.

2 unchanged sentences

Consumer Protection Procedures Act ("CPPA").

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

The lawsuit has been scheduled for a bench trial, which is currently set to begin on November 10, 2025.

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

The bench trial began on November 10, 2025 and concluded on March 5, 2026.

The court has not issued a ruling as of the date of this filing.

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 is not a defendant in the litigation, served as the fee developer for the project owner.

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

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 have vigorously defended ourselves against the claims alleged in the litigation.

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

3 unchanged sentences

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

As of September 30, 2025, we had committed tenant-related obligations totaling $ 33.7 million.

As of March 31, 2026, we had committed tenant-related obligations totaling $ 37.6 million ($ 34.4 million related to our consolidated entities and $ 3.2 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.

4 unchanged sentences

Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of September 30, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of March 31, 2026, we had no principal payment guarantees related to our unconsolidated real estate ventures.

Additionally, 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.

As of September 30, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets.

As of September 30, 2025, we had unfunded capital commitments totaling $ 6.4 million related to our investments in real estate-focused technology companies and $ 3.4 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund.

As of March 31, 2026, we had no debt principal payment guarantees related to our consolidated real estate assets.

As of March 31, 2026, we had unfunded capital commitments totaling $ 5.8 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 18 for additional information.

1 unchanged sentence

Our third-party real estate services business provides fee-based real estate services to third parties, including the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds").

In connection with the contribution

to us of certain assets formerly owned by the JBG Legacy Funds, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals.

In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals.

In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds.

LEO Impact Capital ("LEO"), our workforce housing platform dedicated to acquiring, financing and operating multifamily housing in high impact neighborhoods to preserve affordability for middle-income residents, manages the WHI Impact Pool.

The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million.

Additionally, LEO had an initial closing of its new multi-market fund, the LEO Impact Housing Fund, totaling $ 43.5 million ($ 64.5 million including accordions), which included a commitment from us of $ 1.3 million.

As of September 30, 2025, our remaining unfunded commitments totaled $ 3.4 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates was $ 2.5 million and $ 7.3 million for the three and nine months ended September 30, 2025, and $ 3.2 million and $ 10.3 million for the three and nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, we had receivables from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates totaling $ 966,000 and $ 2.1 million for such services.

We lease our corporate offices from an unconsolidated real estate venture, in which we have a 20.0 % interest, and incurred $ 1.3 million and $ 3.9 million of rent expense for the three and nine months ended September 30, 2025, and $ 1.3 million and $ 4.1 million of rent expense for the three and nine months ended September 30, 2024, which was included in "General and administrative expense" in our statements of operations.

Additionally, LEO had an initial closing of its multi-market fund, the LEO Impact Housing Fund, totaling $ 43.5 million ($ 64.5 million including accordions), which included a commitment from us of $ 1.3 million.

As of March 31, 2026, our remaining unfunded commitments totaled $ 1.5 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates, was $ 2.4 million and $ 2.6 million for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, we had receivables from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates totaling $ 1.2 million and $ 951,000 for such services.

We lease our corporate offices from an unconsolidated real estate venture, in which we have a 20.0 % interest, and incurred $ 1.4 million and $ 1.3 million of rent expense for the three months ended March 31, 2026 and 2025, which was included in "General and administrative expense" in our statements of operations.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties.

We paid BMS $ 1.9 million and $ 6.0 million for the three and nine months ended September 30, 2025, and $ 2.5 million and $ 7.2 million for the three and nine months ended September 30, 2024, which was included in "Property operating expenses" in our statements of operations.

We paid BMS $ 2.1 million and $ 2.0 million for the three months ended March 31, 2026 and 2025, which was included in "Property operating expenses" in our statements of operations.

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-Q

Item 1. Financial Statements