JBG SMITH Properties 10-Q

ITEM 1. Financial Statements JBG SMITH PROPERTIES Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 ASSETS ​ ​ Real estate, at cost: ​ ​ Land and improvements ​ $ 1,187,685 ​ $ 1,194,737 Buildings and improvements ​ 4,283,889 ​ 4,021,322 Construction in progress, including land ​ 427,524 ​ 659,103 ​ ​ 5,899,098 ​ 5,875,162 Less: accumulated depreciation ​ ( 1,379,090 ) ​ ( 1,338,403 ) Real estate, net ​ 4,520,008 ​ 4,536,759 Cash and cash equivalents ​ 220,514 ​ 164,773 Restricted cash ​ 39,752 ​ 35,668 Tenant and other receivables ​ 40,223 ​ 44,231 Deferred rent receivable ​ 178,111 ​ 171,229 Investments in unconsolidated real estate ventures ​ 104,782 ​ 264,281 Deferred leasing costs, net ​ ​ 79,538 ​ ​ 81,477 Intangible assets, net ​ ​ 54,401 ​ ​ 56,616 Other assets, net ​ 168,021 ​ 163,481 TOTAL ASSETS ​ $ 5,405,350 ​ $ 5,518,515 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ Liabilities: ​ ​ Mortgage loans, net ​ $ 1,816,508 ​ $ 1,783,014 Revolving credit facility ​ — ​ 62,000 Term loans, net ​ 717,391 ​ 717,172 Accounts payable and accrued expenses ​ 133,084 ​ 124,874 Other liabilities, net ​ 129,489 ​ 138,869 Total liabilities ​ 2,796,472 ​ 2,825,929 Commitments and contingencies ​ ​ Redeemable noncontrolling interests ​ 435,529 ​ 440,737 Shareholders' equity: ​ ​ Preferred shares, $ 0.01 par value - 200,000 shares authorized; none issued ​ — ​ — Common shares, $ 0.01 par value - 500,000 shares authorized; 91,819 and 94,309 shares issued and outstanding as of March 31, 2024 and December 31, 2023 ​ 919 ​ 944 Additional paid-in capital ​ 2,941,724 ​ 2,978,852 Accumulated deficit ​ ( 825,304 ) ​ ( 776,962 ) Accumulated other comprehensive income ​ 31,352 ​ 20,042 Total shareholders' equity of JBG SMITH Properties ​ 2,148,691 ​ 2,222,876 Noncontrolling interests ​ 24,658 ​ 28,973 Total equity ​ 2,173,349 ​ 2,251,849 TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ $ 5,405,350 ​ $ 5,518,515 ​ See accompanying notes to the condensed consolidated financial statements (unaudited). ​ 3 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 REVENUE ​ ​ ​ Property rental ​ $ 122,636 ​ $ 124,033 Third-party real estate services, including reimbursements ​ 17,868 ​ 22,784 Other revenue ​ 4,680 ​ 6,145 Total revenue ​ 145,184 ​ 152,962 EXPENSES ​ ​ ​ Depreciation and amortization ​ 56,855 ​ 53,431 Property operating ​ 35,279 ​ 35,612 Real estate taxes ​ 13,795 ​ 15,224 General and administrative: ​ ​ ​ Corporate and other ​ 14,973 ​ 16,123 Third-party real estate services ​ 22,327 ​ 23,823 Share-based compensation related to Formation Transaction and special equity awards ​ — ​ 351 Transaction and other costs ​ 1,514 ​ 2,472 Total expenses ​ 144,743 ​ 147,036 OTHER INCOME (EXPENSE) ​ ​ Income from unconsolidated real estate ventures, net ​ 975 ​ 433 Interest and other income, net ​ 2,100 ​ 4,077 Interest expense ​ ( 30,160 ) ​ ( 26,842 ) Gain on the sale of real estate, net ​ 197 ​ 40,700 Impairment loss ​ ​ ( 17,211 ) ​ ​ — Total other income (expense) ​ ( 44,099 ) ​ 18,368 INCOME (LOSS) BEFORE INCOME TAX BENEFIT ​ ( 43,658 ) ​ 24,294 Income tax benefit ​ 1,468 ​ 16 NET INCOME (LOSS) ​ ( 42,190 ) ​ 24,310 Net (income) loss attributable to redeemable noncontrolling interests ​ 4,534 ​ ( 3,363 ) Net loss attributable to noncontrolling interests ​ 5,380 ​ 224 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS ​ $ ( 32,276 ) ​ $ 21,171 EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED ​ $ ( 0.36 ) ​ $ 0.19 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED ​ 92,635 ​ 114,052 ​ See accompanying notes to the condensed consolidated financial statements (unaudited). ​ 4 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 NET INCOME (LOSS) ​ $ ( 42,190 ) ​ $ 24,310 OTHER COMPREHENSIVE INCOME (LOSS): ​ ​ Change in fair value of derivative financial instruments ​ 24,840 ​ ( 8,969 ) Reclassification of net income on derivative financial instruments from accumulated other comprehensive income into interest expense ​ ( 10,421 ) ​ ( 7,816 ) Total other comprehensive income (loss) ​ 14,419 ​ ( 16,785 ) COMPREHENSIVE INCOME (LOSS) ​ ( 27,771 ) ​ 7,525 Net (income) loss attributable to redeemable noncontrolling interests ​ 4,534 ​ ( 3,363 ) Net loss attributable to noncontrolling interests ​ ​ 5,380 ​ ​ 224 Other comprehensive (income) loss attributable to redeemable noncontrolling interests ​ ( 2,026 ) ​ 2,225 Other comprehensive (income) loss attributable to noncontrolling interests ​ ​ ( 1,083 ) ​ ​ 952 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES ​ $ ( 20,966 ) ​ $ 7,563 ​ See accompanying notes to the condensed consolidated financial statements (unaudited). ​ 5 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Equity (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Paid-In ​ Accumulated Comprehensive ​ Noncontrolling ​ Total ​ ​ Shares ​ Amount ​ Capital ​ Deficit Income ​ Interests ​ Equity BALANCE AS OF DECEMBER 31, 2023 94,309 ​ $ 944 ​ $ 2,978,852 ​ $ ( 776,962 ) ​ $ 20,042 ​ $ 28,973 ​ $ 2,251,849 Net loss attributable to common shareholders and noncontrolling interests — ​ — ​ — ​ ( 32,276 ) ​ — ​ ( 5,380 ) ​ ( 37,656 ) Redemption of common limited partnership units ("OP Units") for common shares 468 ​ 5 ​ 7,870 ​ — ​ — ​ — ​ 7,875 Common shares repurchased ​ ( 2,993 ) ​ ​ ( 30 ) ​ ​ ( 49,414 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 49,444 ) Common shares issued pursuant to employee incentive compensation plan and employee share purchase plan ("ESPP") ​ 35 ​ ​ — ​ ​ 589 ​ ​ — ​ ​ — ​ ​ — ​ ​ 589 Dividends declared on common shares ( $ 0.175 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 16,066 ) ​ ​ — ​ ​ — ​ ​ ( 16,066 ) Distributions to noncontrolling interests, net — ​ — ​ — ​ — ​ — ​ ( 18 ) ​ ( 18 ) Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation — ​ — ​ 3,827 ​ — ​ ( 2,026 ) ​ — ​ 1,801 Total other comprehensive income — ​ — ​ — ​ — ​ 14,419 ​ — ​ 14,419 Other comprehensive income attributable to noncontrolling interests ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,083 ) ​ ​ 1,083 ​ ​ — BALANCE AS OF MARCH 31, 2024 91,819 ​ $ 919 ​ $ 2,941,724 ​ $ ( 825,304 ) ​ $ 31,352 ​ $ 24,658 ​ $ 2,173,349 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE AS OF DECEMBER 31, 2022 114,013 ​ $ 1,141 ​ $ 3,263,738 ​ $ ( 628,636 ) ​ $ 45,644 ​ $ 32,225 ​ $ 2,714,112 Net income (loss) attributable to common shareholders and noncontrolling interests — ​ — ​ — ​ 21,171 ​ — ​ ( 224 ) ​ 20,947 Redemption of OP Units for common shares 756 ​ 8 ​ 13,774 ​ — ​ — ​ — ​ 13,782 Common shares repurchased ​ ( 1,205 ) ​ ​ ( 12 ) ​ ​ ( 20,086 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 20,098 ) Common shares issued pursuant to employee incentive compensation plan and ESPP ​ 19 ​ ​ — ​ ​ 624 ​ ​ — ​ ​ — ​ ​ — ​ ​ 624 Distributions to noncontrolling interests, net — ​ — ​ — ​ — ​ — ​ ( 7 ) ​ ( 7 ) Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation — ​ — ​ 24,240 ​ — ​ 2,225 ​ — ​ 26,465 Total other comprehensive loss — ​ — ​ — ​ — ​ ( 16,785 ) ​ — ​ ( 16,785 ) Other comprehensive loss attributable to noncontrolling interests ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 952 ​ ​ ( 952 ) ​ ​ — BALANCE AS OF MARCH 31, 2023 113,583 ​ $ 1,137 ​ $ 3,282,290 ​ $ ( 607,465 ) ​ $ 32,036 ​ $ 31,042 ​ $ 2,739,040 ​ See accompanying notes to the condensed consolidated financial statements (unaudited). ​ 6 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 OPERATING ACTIVITIES: ​ ​ Net income (loss) ​ $ ( 42,190 ) ​ $ 24,310 Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ Share-based compensation expense ​ 9,538 ​ 10,428 Depreciation and amortization expense, including amortization of deferred financing costs ​ 58,462 ​ 54,637 Deferred rent ​ ( 7,051 ) ​ ( 8,733 ) Income from unconsolidated real estate ventures, net ​ ( 975 ) ​ ( 433 ) Amortization of market lease intangibles, net ​ 58 ​ ( 253 ) Amortization of lease incentives ​ 2,696 ​ 741 Impairment loss ​ ​ 17,211 ​ ​ — Gain on the sale of real estate, net ​ ( 197 ) ​ ( 40,700 ) Loss (income) on operating lease and other receivables ​ 311 ​ ( 1,215 ) Income from investments, net ​ ​ ( 20 ) ​ ​ ( 1,798 ) Return on capital from unconsolidated real estate ventures ​ 1,179 ​ 3,861 Other non-cash items ​ 365 ​ 3,032 Changes in operating assets and liabilities: ​ ​ ​ Tenant and other receivables ​ 3,710 ​ 11,624 Other assets, net ​ 464 ​ 1,420 Accounts payable and accrued expenses ​ ( 6,015 ) ​ ( 16,069 ) Other liabilities, net ​ ( 503 ) ​ 1,780 Net cash provided by operating activities ​ 37,043 ​ 42,632 INVESTING ACTIVITIES: ​ ​ Development costs, construction in progress and real estate additions ​ ( 47,982 ) ​ ( 78,332 ) Acquisition of real estate ​ — ​ ( 450 ) Proceeds from the sale of real estate ​ 12,410 ​ 68,998 Proceeds from derivative financial instruments ​ ​ 1,465 ​ ​ — Distributions of capital from unconsolidated real estate ventures and other investments ​ 160,250 ​ — Investments in unconsolidated real estate ventures and other investments ​ ( 2,541 ) ​ ( 16,889 ) Net cash provided by (used in) investing activities ​ 123,602 ​ ( 26,673 ) FINANCING ACTIVITIES: ​ ​ Borrowings under mortgage loans ​ 31,600 ​ 223,303 Borrowings under revolving credit facility ​ 30,000 ​ — Repayments of mortgage loans ​ ( 786 ) ​ ( 133,860 ) Repayments of revolving credit facility ​ ( 92,000 ) ​ — Payments on derivative financial instruments ​ ​ ( 1,465 ) ​ ​ — Debt issuance and modification costs ​ ( 10 ) ​ ( 7,206 ) Redemption of partner's noncontrolling interest ​ — ​ ( 647 ) Proceeds from common shares issued pursuant to ESPP ​ 292 ​ — Common shares repurchased ​ ​ ( 49,444 ) ​ ​ ( 20,098 ) Dividends paid to common shareholders ​ ( 16,066 ) ​ ( 25,664 ) Distributions to redeemable noncontrolling interests ​ ( 2,931 ) ​ ( 3,968 ) Distributions to noncontrolling interests ​ ​ ( 10 ) ​ ​ — Net cash (used in) provided by financing activities ​ ( 100,820 ) ​ 31,860 ​ 7 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Net increase in cash and cash equivalents, and restricted cash ​ $ 59,825 ​ $ 47,819 Cash and cash equivalents, and restricted cash, beginning of period ​ 200,441 ​ 274,073 Cash and cash equivalents, and restricted cash, end of period ​ $ 260,266 ​ $ 321,892 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD: ​ Cash and cash equivalents ​ $ 220,514 ​ $ 279,553 Restricted cash ​ 39,752 ​ 42,339 Cash and cash equivalents, and restricted cash ​ $ 260,266 ​ $ 321,892 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: ​ Cash paid for interest (net of capitalized interest of $ 3,008 and $ 5,175 in 2024 and 2023) ​ $ 25,623 ​ $ 22,705 Accrued capital expenditures included in accounts payable and accrued expenses ​ 77,358 ​ 72,375 Write-off of fully depreciated assets ​ 10,574 ​ 192 Redemption of OP Units for common shares ​ 7,875 ​ 13,782 Recognition of operating lease right-of-use asset ​ ​ — ​ ​ 61,443 Recognition of liabilities related to operating lease right-of-use asset ​ ​ — ​ ​ 61,443 Cash paid for amounts included in the measurement of lease liabilities for operating leases ​ 1,616 ​ 398 ​ ​ See accompanying notes to the condensed consolidated financial statements (unaudited) . ​ 8 Table of Contents ​ ​ JBG SMITH PROPERTIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Basis of Presentation Organization JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust ("REIT"), owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C., most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, 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 ("Amazon") new headquarters; Virginia Tech's under-construction $ 1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. 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 March 31, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 87.6 % 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. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: (i) 10.0 % subordinated interest in one commercial building, (ii) 33.5 % subordinated interest in four commercial buildings (the "Fortress Assets"), (iii) 49.0 % interest in three commercial buildings (the "L'Enfant Plaza Assets") and (iv) 9.9 % interest in The Foundry, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; 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. We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction." As of March 31, 2024, our Operating Portfolio consisted of 41 operating assets comprising 15 multifamily assets totaling 6,318 units ( 6,318 units at our share), 24 commercial assets totaling 7.5 million square feet ( 7.2 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets totaling 1,583 units ( 1,583 units at our share) and 18 assets in the development pipeline totaling 11.3 million square feet ( 9.3 million square feet at our share) of estimated potential development density. We derive our revenue primarily from leases with multifamily and commercial tenants, which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments 9 Table of Contents are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations for the three months ended March 31, 2024 and 2023 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, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("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 March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023. References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three months ended March 31, 2024 and 2023. Income Taxes We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities. 2. Summary of Significant Accounting Policies Significant Accounting Policies There were no material changes to our significant accounting policies disclosed in our Annual Report. Use of Estimates The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recent Accounting Pronouncements Standards Not Yet Adopted Climate-Related Disclosures In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things, (i) actual and potential material impacts of climate-related risks on our strategy, business model and outlook, (ii) climate-related targets and goals that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition, (iii) governance and management of climate-related risks and (iv) material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the rules require disclosures in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds, and certain carbon offsets and renewable energy certificates. The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025. In April 2024, the SEC announced 10 Table of Contents a stay of these climate disclosure rules pending judicial review. We are currently evaluating the potential impact of adopting these new rules on our disclosures. Income Taxes In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 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). Topic 740 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, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. 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. Segment Reporting In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. 3. Dispositions Dispositions The following is a summary of activity for the three months ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) ​ ​ ​ ​ ​ ​ Gross ​ Cash ​ on the Sale ​ ​ ​ ​ ​ ​ Sales ​ Proceeds ​ of Real Date Disposed Assets Segment Price from Sale Estate ​ ​ ​ ​ ​ ​ (In thousands) January 22, 2024 ​ North End Retail ​ Multifamily ​ $ 14,250 ​ $ 12,410 ​ $ ( 1,200 ) ​ ​ Other (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,397 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 197 (1) Primarily related to certain previously recorded contingent liabilities which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. See Note 4 for additional information. ​ ​ ​ ​ ​ 11 Table of Contents 4. Investments in Unconsolidated Real Estate Ventures The following is a summary of the composition of our investments in unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ Ownership ​ ​ ​ ​ ​ ​ Real Estate Venture Interest (1) March 31, 2024 December 31, 2023 ​ ​ ​ ​ (In thousands) Prudential Global Investment Management ("PGIM") (2) 50.0 % ​ $ 4,358 ​ $ 163,375 J.P. Morgan Global Alternatives ("J.P. Morgan") (3) ​ 50.0 % ​ ​ 73,592 ​ ​ 72,742 4747 Bethesda Venture ​ 20.0 % ​ ​ 12,141 ​ ​ 13,118 Brandywine Realty Trust 30.0 % ​ 13,625 ​ 13,681 CBREI Venture (4) 10.0 % ​ 169 ​ 180 Landmark Partners (5) 18.0 % ​ 585 ​ 605 Other ​ ​ 312 ​ ​ 580 Total investments in unconsolidated real estate ventures (6) (7) ​ ​ ​ $ 104,782 ​ $ 264,281 (1) Reflects our effective ownership interests as of March 31, 2024. We have multiple investments with certain venture partners in the underlying real estate. (2) In February 2024, the venture sold its interest in Central Place Tower for a gross sales price of $ 325.0 million. (3) J.P. Morgan is the advisor for an institutional investor. (4) Excludes The Foundry for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2023. In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property. (5) Excludes the L'Enfant Plaza Assets for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2022. (6) Excludes (i) 10.0 % subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry held through unconsolidated real estate ventures. See Note 1 for more information. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero ; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support. (7) As of March 31, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 9.0 million and $ 8.7 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest . We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $ 4.5 million and $ 5.3 million for the three months ended March 31, 2024 and 2023 for such services. The following is a summary of disposition activity by our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proportionate ​ ​ Real Estate ​ ​ ​ ​ ​ Gross ​ Share of ​ ​ Venture ​ ​ ​ Ownership ​ Sales ​ Aggregate Date Disposed Partner ​ Assets ​ Percentage Price ​ Gain (1) ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) February 13, 2024 ​ PGIM ​ Central Place Tower ​ 50.0 % ​ $ 325,000 ​ $ 480 (1) Additionally, we recognized $ 1.4 million related to certain previously recorded contingent liabilities, which were relieved in connection with the sale and included in "Gain on the sale of real estate, net" in our statement of operations. 12 Table of Contents The following is a summary of the debt of our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average Effective ​ ​ ​ Interest Rate (1) March 31, 2024 December 31, 2023 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.73 % ​ $ 175,000 ​ $ 175,000 Fixed rate (3) 4.13 % ​ 60,000 ​ 60,000 Mortgage loans (4) ​ ​ ​ 235,000 ​ 235,000 Unamortized deferred financing costs and premium / discount, net ​ ​ ​ ( 7,847 ) ​ ( 8,531 ) Mortgage loans, net (4) (5) ​ ​ ​ $ 227,153 ​ $ 226,469 (1) Weighted average effective interest rate as of March 31, 2024. (2) Includes variable rate mortgages with interest rate cap agreements. (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. (4) Excludes mortgage loans related to the Fortress Assets, the L'Enfant Plaza Assets and The Foundry. (5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures. The following is a summary of financial information for our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 ​ (In thousands) Combined balance sheet information: (1) ​ ​ ​ ​ ​ ​ Real estate, net ​ $ 450,949 ​ $ 729,791 Other assets, net ​ 76,246 ​ 137,771 Total assets ​ $ 527,195 ​ $ 867,562 ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net ​ $ 227,153 ​ $ 226,469 Other liabilities, net ​ 29,266 ​ 47,251 Total liabilities ​ 256,419 ​ 273,720 Total equity ​ 270,776 ​ 593,842 Total liabilities and equity ​ $ 527,195 ​ $ 867,562 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Combined income statement information: (1) ​ ​ ​ ​ ​ ​ Total revenue ​ $ 13,282 ​ $ 20,033 Operating income (2) ​ 4,524 ​ 2,491 Net income (loss) (2) ​ 644 ​ ( 1,720 ) (1) Excludes amounts related to the Fortress Assets and the L'Enfant Plaza Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three months ended March 31, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023. (2) Includes the gain on the sale of Central Place Tower of $ 894,000 for the three months ended March 31, 2024. ​ ​ ​ 5. 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 will consolidate a VIE if we are the primary beneficiary 13 Table of Contents 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. Unconsolidated VIEs As of March 31, 2024 and December 31, 2023, 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. We account for our investment in these entities under the equity method. As of March 31, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $ 88.1 million and $ 87.3 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 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. See Note 17 for additional information. Consolidated VIEs JBG SMITH LP is our most significant consolidated VIE. We hold 87.6 % of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. 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. As of March 31, 2024 and December 31, 2023, we also consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 543.1 million and $ 503.2 million, and liabilities of $ 339.0 million and $ 293.3 million, primarily consisting of construction in process and mortgage loans. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. 6. Other Assets, Net The following is a summary of other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 ​ ​ (In thousands) Prepaid expenses ​ $ 12,863 ​ $ 13,215 Derivative financial instruments, at fair value ​ ​ 47,116 ​ ​ 42,341 Deferred financing costs, net ​ 9,469 ​ 10,199 Operating lease right-of-use assets (1) ​ ​ 59,529 ​ ​ 60,329 Investments in funds (2) ​ ​ 22,874 ​ ​ 21,785 Other investments (3) ​ ​ 3,487 ​ ​ 3,487 Other ​ 12,683 ​ 12,125 Total other assets, net ​ $ 168,021 ​ $ 163,481 (1) Includes our corporate office lease at 4747 Bethesda Avenue. (2) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three months ended March 31, 2024 and 2023, unrealized gains related to these investments were $ 497,000 and $ 2.0 million . During the three months ended March 31, 2024 and 2023, realized losses related to these investments 14 Table of Contents were $ 439,000 and $ 129,000 . Unrealized gains and realized losses were included in "Interest and other income, net" in our statements of operations. (3) Primarily consists of equity investments that are carried at cost. ​ ​ ​ 7. Debt Mortgage Loans The following is a summary of mortgage loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ Interest Rate (1) March 31, 2024 December 31, 2023 ​ ​ ​ ​ (In thousands) Variable rate (2) 6.31 % ​ $ 641,382 ​ $ 608,582 Fixed rate (3) 4.78 % ​ 1,189,484 ​ 1,189,643 Mortgage loans ​ ​ ​ 1,830,866 ​ 1,798,225 Unamortized deferred financing costs and premium / discount, net ​ ​ ​ ( 14,358 ) ​ ( 15,211 ) Mortgage loans, net ​ ​ ​ $ 1,816,508 ​ $ 1,783,014 (1) Weighted average effective interest rate as of March 31, 2024. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.41 % , and the weighted average maturity date of the interest rate caps was April 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of March 31, 2024, one-month term Secured Overnight Financing Rate ("SOFR") was 5.33 % . (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. As of March 31, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 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. Certain mortgage loans are recourse to us. See Note 17 for additional information. As of March 31, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 1.6 billion and $ 1.7 billion. See Note 15 for additional information. Revolving Credit Facility and Term Loans As of March 31, 2024 and December 31, 2023, 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 2025, 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 two one-year extension options. The following is a summary of amounts outstanding under the revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ Interest Rate (1) ​ March 31, 2024 December 31, 2023 ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 6.79 % ​ $ — ​ $ 62,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 2.70 % ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (5) 3.58 % ​ 400,000 ​ 400,000 2023 Term Loan (6) ​ 5.31 % ​ ​ 120,000 ​ ​ 120,000 Term loans ​ 720,000 ​ 720,000 Unamortized deferred financing costs, net ​ ( 2,609 ) ​ ( 2,828 ) Term loans, net ​ $ 717,391 ​ $ 717,172 15 Table of Contents (1) Effective interest rate as of March 31, 2024. The interest rate for our revolving credit facility excludes a 0.15 % facility fee. (2) As of March 31, 2024, daily SOFR was 5.34 % . As of March 31, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $ 467,000 were outstanding under our revolving credit facility. (3) As of March 31, 2024 and December 31, 2023, excludes $ 9.5 million and $ 10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets. (4) As of March 31, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46 % . Interest rate swaps with a total notional value of $ 200.0 million mature in July 2024. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $ 200.0 million, which will effectively fix SOFR at a weighted average interest rate of 4.00 % through January 2027. (5) As of March 31, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 2.29 % . Interest rate swaps with a total notional value of $ 200.0 million mature in July 2024 and with a total notional value of $ 200.0 million mature in January 2028. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $ 200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.81 % through the maturity date. (6) As of March 31, 2024 and December 31, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01 % through the maturity date. ​ ​ 8. Other Liabilities, Net The following is a summary of other liabilities, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 ​ ​ (In thousands) Lease intangible liabilities, net ​ $ 3,382 ​ $ 3,496 Lease incentive liabilities ​ 8,777 ​ 7,546 Liabilities related to operating lease right-of-use assets (1) ​ 63,789 ​ 64,501 Prepaid rent ​ 13,016 ​ 11,881 Security deposits ​ 12,287 ​ 12,133 Environmental liabilities ​ 17,568 ​ 17,568 Deferred tax liability, net ​ 1,847 ​ 3,326 Derivative financial instruments, at fair value ​ 6,422 ​ 14,444 Other ​ 2,401 ​ 3,974 Total other liabilities, net ​ $ 129,489 ​ $ 138,869 (1) Includes our corporate office lease at 4747 Bethesda Avenue. ​ ​ ​ ​ ​ 9. Redeemable Noncontrolling Interests OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the three months ended March 31, 2024 and 2023, unitholders redeemed 468,081 and 756,356 OP Units, which we elected to redeem for an equivalent number of our common shares. As of March 31, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.0 million, representing a 12.4 % 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 common share at the end of the period. In April 2024, unitholders redeemed 83,887 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares. 16 Table of Contents The following is a summary of the activity of redeemable noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ JBG ​ JBG ​ Real Estate ​ ​ ​ ​ SMITH LP SMITH LP Venture (1) Total ​ (In thousands) Balance, beginning of period ​ $ 440,737 ​ $ 480,663 ​ $ 647 ​ $ 481,310 Redemptions ​ ( 7,875 ) ​ ( 13,782 ) ​ ( 647 ) ​ ( 14,429 ) LTIP Units issued in lieu of cash compensation (2) ​ 2,983 ​ 4,456 ​ — ​ 4,456 Net income (loss) ​ ( 4,534 ) ​ 3,363 ​ — ​ 3,363 Other comprehensive income (loss) ​ 2,026 ​ ( 2,225 ) ​ — ​ ( 2,225 ) Distributions ​ ( 2,931 ) ​ — ​ — ​ — Share-based compensation expense ​ 8,950 ​ 9,543 ​ — ​ 9,543 Adjustment to redemption value ​ ( 3,827 ) ​ ( 24,240 ) ​ — ​ ( 24,240 ) Balance, end of period ​ $ 435,529 ​ $ 457,778 ​ $ — ​ $ 457,778 (1) As of December 31, 2022, we held a 99.7 % ownership interest in a real estate venture that owned The Wren, a multifamily asset. In February 2023, the partner redeemed its 0.3 % interest, increasing our ownership interest to 100.0 % . (2) See Note 11 for additional information. ​ 10. Property Rental Revenue The following is a summary of property rental revenue from our non-cancellable leases: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Fixed $ 112,977 ​ $ 113,071 Variable ​ 9,659 ​ ​ 10,962 Property rental revenue $ 122,636 ​ $ 124,033 ​ ​ 11. Share-Based Payments LTIP Units and Time-Based LTIP Units In January 2024, we granted to certain employees 974,140 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 15.93 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period. In January 2024, we granted 209,047 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2023 service as LTIP Units. The LTIP units had a grant-date fair value of $ 14.27 per unit. Compensation expense totaling $ 3.0 million for these LTIP Units was recognized in 2023. The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2024 was $ 18.5 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. The discount was determined using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 35.0 % Risk-free interest rate 4.4 % to 4.6 % Post-grant restriction periods 2 years ​ 17 Table of Contents In April 2024, as part of their annual compensation, we granted to non-employee trustees a total of 141,422 fully vested LTIP Units with a grant-date fair value of $ 12.40 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. Appreciation-Only LTIP Units ("AO LTIP Units") In January 2024, we granted to certain employees 1.9 million performance-based AO LTIP Units with a grant-date fair value of $ 3.79 per unit. 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 $ 18.93 . 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 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 ten th anniversary of their grant date. The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2024 was $ 7.1 million, valued using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 32.0 % Dividend yield 3.2 % Risk-free interest rate 4.1 % ​ Restricted Share Units ("RSUs") In January 2024, we granted to certain non-executive employees 74,842 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $ 17.21 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2024. The aggregate grant-date fair value of the RSUs granted during the three months ended March 31, 2024 was $ 1.3 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant. ESPP Pursuant to the ESPP, employees purchased 21,401 common shares for $ 292,000 during the three months ended March 31, 2024, valued using the Black-Scholes model based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 48.0 % Dividend yield 4.2 % Risk-free interest rate 5.3 % Expected life ​ 3 months ​ 18 Table of Contents Share-Based Compensation Expense The following is a summary of share-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Time-Based LTIP Units ​ $ 5,472 ​ $ 5,532 AO LTIP Units and Performance-Based LTIP Units ​ 3,478 ​ 3,660 Other equity awards (1) ​ 1,044 ​ 1,536 Share-based compensation expense - other ​ 9,994 ​ 10,728 Share-based compensation related to Formation Transaction and special equity awards (2) ​ — ​ 351 Total share-based compensation expense ​ 9,994 ​ 11,079 Less: amount capitalized ​ ( 456 ) ​ ( 651 ) Share-based compensation expense ​ $ 9,538 ​ $ 10,428 (1) Primarily comprising compensation expense for: (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. (2) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statement of operations. Includes share-based compensation expense for awards issued in connection with the Formation Transaction and with our successful pursuit of Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023. As of March 31, 2024, we had $ 40.8 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 2.4 years. In April 2024, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the common shares reserved for issuance under the Plan by 7.5 million common shares. 12. Transaction and Other Costs The following is a summary of transaction and other costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Completed, potential and pursued transaction expenses (1) ​ $ 1,507 ​ $ 47 Severance and other costs ​ 7 ​ 1,448 Demolition costs ​ ​ — ​ ​ 977 Transaction and other costs ​ $ 1,514 ​ $ 2,472 (1) Primarily consists of dead deal costs. 19 Table of Contents 13. Interest Expense The following is a summary of interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Interest expense before capitalized interest ​ $ 30,840 ​ $ 27,908 Amortization of deferred financing costs ​ 3,903 ​ 1,279 Net loss on non-designated derivatives: ​ ​ ​ ​ Net unrealized loss ​ 42 ​ 2,697 Net realized loss ​ — ​ 133 Capitalized interest ​ ( 4,625 ) ​ ( 5,175 ) Interest expense ​ $ 30,160 ​ $ 26,842 ​ 14. Shareholders' Equity and Earnings (Loss) Per Common Share Common Shares Repurchased Our Board of Trustees has authorized the repurchase of up to $ 1.5 billion of our outstanding common shares. During the three months ended March 31, 2024, we repurchased and retired 3.0 million common shares for $ 49.4 million, a weighted average purchase price per share of $ 16.50 . During the three months ended March 31, 2023, we repurchased and retired 1.2 million common shares for $ 20.1 million, a weighted average purchase price per share of $ 16.66 . Since we began the share repurchase program through March 31, 2024, we have repurchased and retired 48.9 million common shares for $ 1.0 billion, a weighted average purchase price per share of $ 20.61 . Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. 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. 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. 20 Table of Contents The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of net income (loss) to the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 ​ ​ (In thousands, except per share amounts) Net income (loss) ​ $ ( 42,190 ) ​ $ 24,310 Net (income) loss attributable to redeemable noncontrolling interests ​ 4,534 ​ ( 3,363 ) Net loss attributable to noncontrolling interests ​ 5,380 ​ 224 Net income (loss) attributable to common shareholders ​ ​ ( 32,276 ) ​ ​ 21,171 Distributions to participating securities ​ ( 654 ) ​ — Net income (loss) available to common shareholders - basic and diluted ​ $ ( 32,930 ) ​ $ 21,171 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding - basic and diluted ​ 92,635 ​ 114,052 ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per common share - basic and diluted ​ $ ( 0.36 ) ​ $ 0.19 ​ 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, 2024 and 2023 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange 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 earnings (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 net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million and 5.5 million for the three months ended March 31, 2024 and 2023, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future. ​ Dividends Declared in April 2024 On April 25, 2024, our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on May 24, 2024 to shareholders of record as of May 10, 2024. 15. Fair Value Measurements Fair Value Measurements on a Recurring Basis 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 March 31, 2024 and December 31, 2023, 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 on our derivative financial instruments designated as effective hedges was $ 36.0 million and $ 22.7 million as of March 31, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 25.0 million of the net unrealized gain as a decrease to interest expense. 21 Table of Contents Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 — unobservable inputs that are used when little or no market data is available. The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy. The following is a summary of assets and liabilities measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ Total Level 1 Level 2 Level 3 ​ ​ (In thousands) March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 40,590 ​ ​ — ​ $ 40,590 ​ ​ — Classified as liabilities in "Other liabilities, net" ​ ​ 16 ​ — ​ ​ 16 ​ — Non-designated derivatives: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 6,526 ​ — ​ 6,526 ​ — Classified as liabilities in "Other liabilities, net" ​ 6,406 ​ — ​ 6,406 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 35,632 ​ ​ — ​ $ 35,632 ​ ​ — Classified as liabilities in "Other liabilities, net" ​ ​ 7,936 ​ — ​ ​ 7,936 ​ — Non-designated derivatives: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 6,709 ​ — ​ 6,709 ​ — Classified as liabilities in "Other liabilities, net" ​ 6,508 ​ — ​ 6,508 ​ — ​ The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. 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 March 31, 2024 and December 31, 2023, 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 income (loss) for the three months ended March 31, 2024 and 2023 were attributable to the net change in unrealized gains or 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 related to non-designated hedges are included in "Interest expense" in our statements of operations. 22 Table of Contents Fair Value Measurements on a Nonrecurring Basis Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. During the three months ended March 31, 2024, this assessment resulted in the impairment of a development parcel, which had an estimated fair value of $ 19.5 million based on a market approach and was classified as Level 2 in the fair value hierarchy. The impairment loss totaled $ 17.2 million, which was included in "Impairment loss" in our consolidated statement of operations for the three months ended March 31, 2024. Financial Assets and Liabilities Not Measured at Fair Value As of March 31, 2024 and December 31, 2023, 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, 2024 ​ December 31, 2023 ​ Carrying ​ Carrying ​ ​ ​ Amount (1) ​ Fair Value ​ Amount (1) ​ Fair Value ​ (In thousands) Financial liabilities: ​ ​ ​ ​ Mortgage loans ​ $ 1,830,866 ​ $ 1,790,066 ​ $ 1,798,225 ​ $ 1,753,251 Revolving credit facility ​ — ​ — ​ 62,000 ​ 62,000 Term loans ​ 720,000 ​ 715,502 ​ 720,000 ​ 715,950 (1) The carrying amount consists of principal only. The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. 16. Segment Information We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our CODM makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services. The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue, and deducts property operating expenses and real estate taxes. With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. 23 Table of Contents The following represents the components of revenue from our third-party asset management and real estate services business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Property management fees ​ $ 4,271 ​ $ 4,952 Asset management fees ​ 924 ​ 1,103 Development fees ​ 238 ​ 1,986 Leasing fees ​ 1,135 ​ 1,356 Construction management fees ​ 383 ​ 340 Other service revenue ​ 1,054 ​ 1,224 Third-party real estate services revenue, excluding reimbursements ​ 8,005 ​ 10,961 Reimbursement revenue (1) ​ 9,863 ​ 11,823 Third-party real estate services revenue, including reimbursements ​ ​ 17,868 ​ ​ 22,784 Third-party real estate services expenses ​ ​ 22,327 ​ ​ 23,823 Third-party real estate services revenue less expenses ​ $ ( 4,459 ) ​ $ ( 1,039 ) ​ (1) Represents reimbursement 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. Management company assets primarily consist of management and leasing contracts with a net book value of $ 6.7 million and $ 8.1 million as of March 31, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI: c ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (In thousands) Net income (loss) attributable to common shareholders ​ $ ( 32,276 ) ​ $ 21,171 Add: ​ ​ Depreciation and amortization expense ​ 56,855 ​ 53,431 General and administrative expense: ​ ​ Corporate and other ​ 14,973 ​ 16,123 Third-party real estate services ​ 22,327 ​ 23,823 Share-based compensation related to Formation Transaction and special equity awards ​ — ​ 351 Transaction and other costs ​ 1,514 ​ 2,472 Interest expense ​ 30,160 ​ 26,842 Impairment loss ​ ​ 17,211 ​ ​ — Income tax benefit ​ ( 1,468 ) ​ ( 16 ) Net income (loss) attributable to redeemable noncontrolling interests ​ ( 4,534 ) ​ 3,363 Net loss attributable to noncontrolling interests ​ ​ ( 5,380 ) ​ ​ ( 224 ) Less: ​ ​ Third-party real estate services, including reimbursements revenue ​ 17,868 ​ 22,784 Other revenue ​ 11,263 ​ 1,726 Income from unconsolidated real estate ventures, net ​ 975 ​ 433 Interest and other income, net ​ 2,100 ​ 4,077 Gain on the sale of real estate, net ​ 197 ​ 40,700 Consolidated NOI ​ $ 66,979 ​ $ 77,616 24 Table of Contents The following is a summary of NOI and certain balance sheet data by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ Multifamily Commercial Other Total ​ (In thousands) Property rental revenue (1) ​ $ 51,446 ​ $ 57,579 ​ $ 3,279 ​ $ 112,304 Parking revenue ​ 181 ​ 3,600 ​ ( 32 ) ​ 3,749 Total property revenue ​ 51,627 ​ 61,179 ​ 3,247 ​ 116,053 Property expense: ​ ​ ​ ​ ​ Property operating ​ 17,406 ​ 17,077 ​ 796 ​ 35,279 Real estate taxes ​ 5,957 ​ 7,401 ​ 437 ​ 13,795 Total property expense ​ 23,363 ​ 24,478 ​ 1,233 ​ 49,074 Consolidated NOI ​ $ 28,264 ​ $ 36,701 ​ $ 2,014 ​ $ 66,979 ​ ​ Three Months Ended March 31, 2023 ​ Multifamily Commercial Other Total ​ ​ (In thousands) Property rental revenue ​ $ 49,910 ​ $ 71,917 ​ $ 2,206 ​ $ 124,033 Parking revenue ​ 224 ​ 4,138 ​ 57 ​ 4,419 Total property revenue ​ 50,134 ​ 76,055 ​ 2,263 ​ 128,452 Property expense: ​ ​ ​ ​ Property operating ​ 17,455 ​ 19,371 ​ ( 1,214 ) ​ 35,612 Real estate taxes ​ 5,608 ​ 9,001 ​ 615 ​ 15,224 Total property expense ​ 23,063 ​ 28,372 ​ ( 599 ) ​ 50,836 Consolidated NOI ​ $ 27,071 ​ $ 47,683 ​ $ 2,862 ​ $ 77,616 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multifamily Commercial Other Total ​ ​ (In thousands) March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate, at cost ​ $ 3,178,316 ​ $ 2,325,479 ​ $ 395,303 ​ $ 5,899,098 Investments in unconsolidated real estate ventures ​ — ​ 12,436 ​ 92,346 ​ 104,782 Total assets ​ 2,572,311 ​ 2,529,171 ​ 303,868 ​ 5,405,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Real estate, at cost ​ $ 3,154,116 ​ $ 2,357,713 ​ $ 363,333 ​ $ 5,875,162 Investments in unconsolidated real estate ventures ​ — ​ 176,786 ​ 87,495 ​ 264,281 Total assets ​ 2,559,395 ​ 2,683,947 ​ 275,173 ​ 5,518,515 ​ ​ ​ ​ ​ ​ (1) Property rental revenue excludes $ 10.3 million of lease termination revenue. ​ ​ ​ ​ ​ ​ 17. Commitments and Contingencies Insurance We maintain general liability insurance with limits of $ 150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $ 1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, 25 Table of Contents biological, chemical or radiological terrorism events with limits of $ 2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers. We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material. Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties. Construction Commitments As of March 31, 2024, we had assets under construction that, based on our current plans and estimates, require an additional $ 134.4 million to complete, which we anticipate will be primarily expended over the next two years . These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset sales and recapitalizations, and available cash. Environmental Matters Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. 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 $ 17.6 million as of March 31, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets. Other As of March 31, 2024, we had committed tenant-related obligations totaling $ 33.4 million ($ 33.3 million related to our consolidated entities and $ 113,000 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. There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows. From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners 26 Table of Contents whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. 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 March 31, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 58.7 million. As of March 31, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures. ​ Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future 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 of development projects. As of March 31, 2024, the aggregate amount of debt principal payment guarantees was $ 8.3 million for our consolidated entities. In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement. 18. Transactions with Related Parties Our third-party asset management and real estate services business provides fee-based real estate services to the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, 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. We launched the Washington Housing Initiative ("WHI") with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. 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. As of March 31, 2024, our remaining unfunded commitment was $ 2.9 million. The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $ 4.0 million and $ 5.0 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 3.3 million and $ 3.5 million for such services. Commencing in March 2023, in connection with the sale of an 80.0 % interest in 4747 Bethesda Avenue in 2023, we leased our corporate offices from an unconsolidated real estate venture and incurred $ 1.5 million and $ 158,000 of rent expense for the three months ended March 31, 2024 and 2023, 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 $ 2.5 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, which was included in "Property operating expenses" in our statements of operations. 27 Table of Contents