Item 5. Market for Registrant’s Common Equity
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 16, 2024, there were 832 holders of record of our common shares. This number does not reflect individuals or other entities who hold their shares in "street name."
Dividends declared for the year ended December 31, 2023 totaled $0.675 per common share (quarterly dividends of $0.225 per common share for the first three quarters of 2023. On February 14, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on March 15, 2024 to shareholders of record as of March 1, 2024. Dividends declared for the years ended December 31, 2022 and 2021 totaled $0.90 per common share (quarterly dividends of $0.225 per common share). 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. To qualify for the beneficial tax treatment accorded to REITs under 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 distribution 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 the 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 2024 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 December 31, 2018 through December 31, 2023. The comparison assumes $100 was invested on December 31, 2018 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.
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12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
JBG SMITH Properties
100.00
117.23
94.71
89.58
61.77
57.98
S&P MidCap 400 Index
100.00
126.20
143.44
178.95
155.58
181.15
FTSE Nareit Equity Office Index
100.00
131.42
107.19
130.77
81.58
83.23
Sales of Unregistered Shares
During the year ended December 31, 2023, we did not sell any unregistered securities.
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Repurchases of Equity Securities
The following is a summary of common shares repurchased:
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, 2023 - October 31, 2023
2,021,688
$
13.85
2,021,688
$
559,438,395
November 1, 2023 - November 30, 2023
914,797
13.40
914,797
547,157,665
December 1, 2023 - December 31, 2023
1,194,234
15.31
1,194,234
528,849,166
Total for the three months ended December 31, 2023
4,130,719
14.17
4,130,719
Total for the year ended December 31, 2023
22,576,594
14.83
22,576,594
Program total since inception in March 2020 (1)
45,874,003
20.88
45,874,003
(1) During the first quarter of 2024, through the date of this filing, we repurchased and retired 2.7 million common shares for $45.4 million, a weighted average purchase price per share of $16.52, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Our Board of Trustees previously authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the authorized repurchase amount to $1.5 billion. 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]