JBG SMITH Properties 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common shares trade under the symbol "JBGS." On February 18, 2022, there were 836 holders of record of our common shares. This does not reflect individuals or other entities who hold their shares in "street name." Dividends declared for each of the three years in the period ended December 31, 2021 totaled $0.90 per common share (regular quarterly dividends of $0.225 per common share each quarter). While future dividends will be declared at the discretion of our Board of Trustees and will depend upon cash generated by our operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as our Board of Trustees deems relevant, management currently expects regular quarterly dividends in 2022 will be comparable in amount with those declared in 2021. To qualify for the beneficial tax treatment accorded to REITs under 40 Table of Contents the Code, we are currently required to make distributions to holders of our shares in an amount equal to at least 90% of our REIT taxable income as defined in Section 857 of the Code. The annual dividend amounts are different from dividends as calculated for federal income tax purposes. Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary dividend income. Distributions in excess of current and accumulated earnings and profits will be treated as a nontaxable reduction of the shareholder's basis in such shareholder's shares, to the extent thereof, and thereafter as taxable capital gain. Distributions that are treated as a reduction of the shareholder's basis in its shares will have the effect of increasing the amount of gain, or reducing the amount of loss, recognized upon the sale of the shareholder's shares. No assurances can be given regarding what portion, if any, of distributions in 2022 or subsequent years will constitute a return of capital for federal income tax purposes. During a year in which a REIT earns a net long-term capital gain, the REIT can elect under Section 857(b)(3) of the Code to designate a portion of dividends paid to shareholders as capital gain dividends. If this election is made, the capital gain dividends are generally taxable to the shareholder as long-term capital gains. Performance Graph This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act. The graph below compares the cumulative total return of our common shares, the S&P MidCap 400 Index and the FTSE Nareit Equity Office Index, from July 18, 2017 (the completion date of the Formation Transaction) through December 31, 2021. The comparison assumes $100 was invested on July 18, 2017 in our common shares and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable. We have included the FTSE Nareit Equity Office Index because we believe that it is representative of the industry in which we compete and is relevant to an assessment of our performance. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below. ​ 41 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending ​ 7/18/2017 12/31/2017 12/31/2018 12/31/2019 12/31/2020 ​ 12/31/2021 JBG SMITH Properties 100.00 94.51 97.36 114.18 ​ 92.24 ​ 87.24 S&P MidCap 400 Index 100.00 108.61 96.58 121.88 ​ 138.53 ​ 172.83 FTSE Nareit Equity Office Index 100.00 102.57 87.70 115.25 ​ 94.01 ​ 114.68 ​ Sales of Unregistered Shares During the year ended December 31, 2021, we did not sell any unregistered securities. 42 Table of Contents Repurchases of Equity Securities The following is a summary of common shares repurchased in 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number Of Common Shares Purchased ​ ​ Average Price Paid Per Common Share ​ ​ Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs ​ ​ Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs October 1, 2021 - October 31, 2021 ​ - ​ $ - ​ ​ - ​ $ 307,107,767 November 1, 2021 - November 30, 2021 ​ 770,431 ​ ​ 29.09 ​ ​ 770,431 ​ ​ 284,678,393 December 1, 2021 - December 31, 2021 ​ 1,663,205 ​ ​ 28.31 ​ ​ 1,663,205 ​ ​ 237,555,511 Total for the three months ended December 31, 2021 ​ 2,433,636 ​ ​ 28.56 ​ ​ 2,433,636 ​ ​ ​ Total for the year ended December 31, 2021 ​ 5,370,469 ​ ​ 29.34 ​ ​ 5,370,469 ​ ​ ​ Program total since inception in March 2020 ​ 9,146,821 ​ ​ 28.67 ​ ​ 9,146,821 ​ ​ ​ In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares. Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice . Equity Compensation Plan Information Information regarding equity compensation plans is presented in Part III, Item 12 of this Annual Report on Form 10-K and incorporated herein by reference. ITEM 6. [RESERVED]