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Item 5. Other Information

2026-05-05 compared with 2025-10-28 · 29 added, 31 removed, 28 unchanged (68% of the section changed)

1 unchanged sentence

Trading Arrangements

During the three months ended September 30, 2025, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any " non-Rule 10b5-1 trading arrangement."

Second Amendment to Second Amended and Restated Limited Partnership Agreement

On October 27, 2025, we, as general partner of JBG SMITH LP, entered into Amendment No.

2 to the Second Amended and Restated Limited Partnership Agreement of JBG SMITH LP, dated as of December 17, 2020 (as so amended, the "Partnership Agreement").

Amendment No.

2 to the Partnership Agreement (the "Second Amendment") (i) provides that we can engage in Extraordinary Transactions (as defined therein) without a vote of the limited partners of JBG SMITH LP ("Unitholders");

provided the transactions meet certain customary requirements intended to protect Unitholders, (ii) adds a new provision giving us, as general partner, a limited call right to redeem, at any time, partnership units from any Unitholder that, at the time of the redemption, owns less than 10,000 partnership units and (iii) makes other conforming updates resulting from the changes described in clauses (i) and (ii).

The Second Amendment was approved by holders of OP Units and LTIP Units (collectively, the "Unitholders") holding a majority of the partnership units entitled to vote thereon.

The foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.

Articles Supplementary Reclassifying and Designating Class B Shares

On October 24, 2025, we filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland (the "SDAT") to reclassify 30.0 million shares of our authorized but unissued common shares, par value $0.01 per share, as Class B Common Shares, with the powers, designations, preferences and other rights as set forth therein ("Class B Shares").

The Articles Supplementary became effective at 12:01 a.m.

on October 27, 2025.

The Articles Supplementary provide that each Class B Share entitles the holder to one (1) vote on each matter upon which holders of common shares are entitled to vote, but Class B Shares have no separate class voting rights, except for amendments to the Declaration of Trust (as defined therein) that materially adversely affect the voting powers or other rights of holders of Class B Shares disproportionately relative to common shares;

provided, however, that the amendment of the provisions of the Declaration of Trust to authorize or create, or to increase the authorized amount of, any class or series of shares of beneficial interest entitled to vote on matters as to which the common shares and the Class B Shares are entitled to vote shall not be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Class B Shares.

Class B Shares do not have any economic rights or rights to any dividends, distributions or proceeds upon

our liquidation.

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

Class B Shares will not be listed on any national securities exchange and will generally not be transferable other than in connection with a permitted transfer of a Unitholder’s Elected Units (as defined below), in which case transfer of the corresponding Class B Shares would be required.

The foregoing description of the Articles Supplementary is not complete and is subject to and qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.4 to this Quarterly Report and is incorporated herein by reference.

Issuance of Class B Shares

In September 2025, we communicated with Unitholders to (i) seek approval of the Second Amendment and (ii) offer the Unitholders the right to affirmatively elect to receive a Class B Share for each partnership unit voted in favor of the Second Amendment (each, an "Elected Unit").

On October 27, 2025, we issued 13.9 million Class B Shares to Unitholders who approved the Second Amendment and elected to receive Class B Shares.

As a result, Unitholders who hold Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class, except in the limited circumstances described above.

The issuance of Class B Shares is exempt from registration under the Securities Act of 1933, as amended .

It is contemplated that in the future, issuances of LTIP Units and OP Units will be accompanied by corresponding issuances of an equal number of Class B Shares.

Except for the below, during the three months ended March 31, 2026, 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 10 b5-1 trading arrangement."

On December 12, 2025 , Robert A.

Stewart , our former trustee, adopted a trading arrangement for the sale of our common shares that was 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, which provided 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, was terminated on February 26, 2026 , in accordance with the terms of the plan.

2026 Annual Meeting Voting Results

On April 30, 2026, we held our 2026 Annual Meeting of Shareholders (the "Annual Meeting").

At the Annual Meeting, our shareholders voted on the (i) election of eight trustees to our Board of Trustees (the "Board") to serve until our 2027 annual meeting of shareholders, (ii) approval, on a non-binding advisory basis, of the compensation of the named executive officers and (iii) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public

accounting firm for the fiscal year ending December 31, 2026.

The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the SEC on March 18, 2026.

The final voting results for each proposal are set forth below.

Election of Trustees

At the Annual Meeting, our shareholders elected eight trustees to our Board to serve until the 2027 annual meeting of shareholders and until their respective successors have been duly elected and qualified.

The table below sets forth the voting results for each trustee nominee:

Votes Against

Broker Non-Votes

Matthew Kelly

Advisory Vote on Executive Compensation

At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers.

The table below sets forth the voting results for this proposal:

Votes Against

Broker Non-Votes

Ratification of the Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, our shareholders ratified the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The table below sets forth the voting results for this proposal:

Votes Against

(a) Exhibit Index

2 unchanged sentences

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 .

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 Current Report on Form 10-Q, filed on August 8, 2023) .

Second Amendment to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties, LP .

Form of 2026 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K, filed on February 17, 2026).

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

Filed herewith.

Denotes a management contract or compensatory plan, contract or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JBG SMITH Properties

October 28, 2025

Moina Banerjee

Chief Financial Officer

Co-President and Chief Financial Officer

(Principal Financial Officer)

JBG SMITH Properties

October 28, 2025

/s/ Angela Valdes

3 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-Q

Item 5. Other Information