JBG SMITH Properties 10-Q

ITEM 5. OTHER INFORMATION Kevin ("Kai") Reynolds Retirement Agreement On October 24, 2024, Mr. Reynolds elected to retire from his position as Chief Development Officer of JBG SMITH, effective as of December 31, 2024 (the "Retirement Date"). Additionally, on October 24, 2024, Mr. Reynolds and JBG SMITH entered into a Retirement and Consulting Agreement (the "Retirement Agreement"), pursuant to which, following the Retirement Date, Mr. Reynolds will continue as a consultant of JBG SMITH until the earlier of June 30, 2025 and the date on which the Retirement Agreement is terminated in accordance with its terms (the "Consulting Term"). During the Consulting Term, Mr. Reynolds will be entitled to a consulting fee of $41,667 per month and the provision of consulting services during the Consulting Term will serve as the remainder of Mr. Reynold's retirement notice period under certain of his outstanding equity award agreements, such that the retirement provisions of such awards will take effect on 50 Table of Contents April 24, 2025. Pursuant to the terms of the Retirement Agreement, and subject to Mr. Reynolds’s execution and non-revocation of a release agreement at the commencement of the Consulting Term, Mr. Reynolds will receive an annual bonus determined based on JBG SMITH’s actual 2024 performance as determined by the Compensation Committee of the Board of Trustees of JBG SMITH, paid at the time bonuses are paid to similarly situated employees of JBG SMITH. Mr. Reynolds will also receive health care continuation for 18 months. Subject to Mr. Reynolds’s execution and non-revocation of an additional release agreement at the end of the Consulting Term, notwithstanding the terms of the Formation Units in JBG SMITH LP granted to Mr. Reynolds on July 18, 2017, such Formation Units will remain convertible into LTIP Units of JBG SMITH LP in accordance with the terms of such Formation Units until the tenth anniversary of their grant date. Receipt of the foregoing benefits is contingent upon Mr. Reynolds satisfying certain customary conditions as required by each of (i) the Second Amended and Restated Employment Agreement entered into by JBG SMITH and Mr. Reynolds dated as of February 8, 2021, as further amended by the First Amendment dated as of February 14, 2024 and (ii) the Retirement Agreement. Following his separation, Mr. Reynolds will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants. Pursuant to the terms of the Retirement Agreement, JBG SMITH may terminate the Retirement Agreement for cause and Mr. Reynolds may terminate the Retirement Agreement for any reason or no reason. The foregoing description of the Retirement Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Exhibit 10.1. Trading Arrangements During the three months ended September 30, 2024, 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." ITEM 6. EXHIBITS (a) Exhibit Index ​ ​ Exhibits Description 3.1 Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017). 3.2 Articles Supplementary 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 March 6, 2018). 3.3 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). 3.4 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) . 10.1†** Retirement and Consulting Agreement, dated as of October 24, 2024, by and between JBG SMITH Properties and Kevin Reynolds. 31.1** 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. 31.2** Certification of Chief Financial 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. 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 51 Table of Contents ​ ​ Exhibits Description 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Extension Calculation Linkbase 101.LAB Inline XBRL Extension Labels Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ** Filed herewith. † Denotes a management contract or compensatory plan, contract or arrangement. ​ ​ ​ ​ ​ ​ 52 Table of Contents ​ SIGNATURES 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 ​ Date: October 29, 2024 /s/ M. Moina Banerjee ​ M. Moina Banerjee ​ Chief Financial Officer ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ JBG SMITH Properties ​ Date: October 29, 2024 /s/ Angela Valdes ​ Angela Valdes ​ Chief Accounting Officer ​ (Principal Accounting Officer) ​ ​ ​ 53