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, 2025 December 31, 2024 ASSETS ​ ​ Real estate, at cost: ​ ​ Land and improvements ​ $ 1,101,149 ​ $ 1,109,172 Buildings and improvements ​ 4,115,038 ​ 4,083,937 Construction in progress, including land ​ 327,414 ​ 338,333 ​ ​ 5,543,601 ​ 5,531,442 Less: accumulated depreciation ​ ( 1,452,387 ) ​ ( 1,419,983 ) Real estate, net ​ 4,091,214 ​ 4,111,459 Cash and cash equivalents ​ 81,338 ​ 145,804 Restricted cash ​ 38,997 ​ 37,388 Tenant and other receivables ​ 22,474 ​ 23,478 Deferred rent receivable ​ 170,986 ​ 170,153 Investments in unconsolidated real estate ventures ​ 92,781 ​ 93,654 Deferred leasing costs, net ​ ​ 68,563 ​ ​ 69,821 Intangible assets, net ​ ​ 45,525 ​ ​ 47,000 Other assets, net ​ 120,725 ​ 131,318 Assets held for sale ​ — ​ 190,465 TOTAL ASSETS ​ $ 4,732,603 ​ $ 5,020,540 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ Liabilities: ​ ​ Mortgage loans, net ​ $ 1,626,703 ​ $ 1,767,173 Revolving credit facility ​ 162,000 ​ 85,000 Term loans, net ​ 718,055 ​ 717,853 Accounts payable and accrued expenses ​ 92,329 ​ 101,096 Other liabilities, net ​ 144,288 ​ 115,827 Liabilities related to assets held for sale ​ — ​ 901 Total liabilities ​ 2,743,375 ​ 2,787,850 Commitments and contingencies ​ ​ Redeemable noncontrolling interests ​ 418,236 ​ 423,632 Shareholders' equity: ​ ​ Preferred shares, $ 0.01 par value - 200,000 shares authorized; none issued ​ — ​ — Common shares, $ 0.01 par value - 500,000 shares authorized; 73,033 and 84,500 shares issued and outstanding as of March 31, 2025 and December 31, 2024 ​ 731 ​ 846 Additional paid-in capital ​ 2,607,115 ​ 2,790,403 Accumulated deficit ​ ( 1,043,003 ) ​ ( 997,283 ) Accumulated other comprehensive income ​ 6,149 ​ 15,092 Total equity ​ 1,570,992 ​ 1,809,058 TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ $ 4,732,603 ​ $ 5,020,540 ​ 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, ​ 2025 2024 REVENUE ​ ​ ​ Property rental ​ $ 101,499 ​ $ 122,636 Third-party real estate services, including reimbursements ​ 14,914 ​ 17,868 Other revenue ​ 4,273 ​ 4,680 Total revenue ​ 120,686 ​ 145,184 EXPENSES ​ ​ ​ Depreciation and amortization ​ 47,587 ​ 56,855 Property operating ​ 33,437 ​ 35,279 Real estate taxes ​ 12,172 ​ 13,795 General and administrative: ​ ​ ​ ​ Corporate and other ​ 15,557 ​ 14,973 Third-party real estate services ​ 16,071 ​ 22,327 Transaction and other costs ​ 1,911 ​ 1,514 Total expenses ​ 126,735 ​ 144,743 OTHER INCOME (EXPENSE) ​ ​ Income (loss) from unconsolidated real estate ventures, net ​ ( 592 ) ​ 975 Interest and other income, net ​ 525 ​ 2,100 Interest expense ​ ( 35,200 ) ​ ( 30,160 ) Gain on the sale of real estate, net ​ 537 ​ 197 Loss on the extinguishment of debt ​ ( 4,636 ) ​ — Impairment loss ​ ​ ( 8,483 ) ​ ​ ( 17,211 ) Total other income (expense) ​ ( 47,849 ) ​ ( 44,099 ) LOSS BEFORE INCOME TAX BENEFIT ​ ( 53,898 ) ​ ( 43,658 ) Income tax benefit ​ 200 ​ 1,468 NET LOSS ​ ( 53,698 ) ​ ( 42,190 ) Net loss attributable to redeemable noncontrolling interests ​ 7,978 ​ 4,534 Net loss attributable to noncontrolling interests ​ — ​ 5,380 NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS ​ $ ( 45,720 ) ​ $ ( 32,276 ) LOSS PER COMMON SHARE - BASIC AND DILUTED ​ $ ( 0.56 ) ​ $ ( 0.36 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED ​ 81,521 ​ 92,635 ​ See accompanying notes to the condensed consolidated financial statements (unaudited). ​ 4 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 NET LOSS ​ $ ( 53,698 ) ​ $ ( 42,190 ) OTHER COMPREHENSIVE INCOME (LOSS) ​ ​ Change in fair value of derivative financial instruments ​ ( 9,165 ) ​ 24,840 Reclassification of net income on derivative financial instruments from accumulated other comprehensive income into interest expense ​ ( 1,662 ) ​ ( 10,421 ) Total other comprehensive income (loss) ​ ( 10,827 ) ​ 14,419 COMPREHENSIVE LOSS ​ ( 64,525 ) ​ ( 27,771 ) Net loss attributable to redeemable noncontrolling interests ​ 7,978 ​ 4,534 Net loss attributable to noncontrolling interests ​ ​ — ​ ​ 5,380 Other comprehensive (income) loss attributable to redeemable noncontrolling interests ​ 1,884 ​ ( 2,026 ) Other comprehensive income attributable to noncontrolling interests ​ ​ — ​ ​ ( 1,083 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES ​ $ ( 54,663 ) ​ $ ( 20,966 ) ​ 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, 2024 84,500 ​ $ 846 ​ $ 2,790,403 ​ $ ( 997,283 ) ​ $ 15,092 ​ $ — ​ $ 1,809,058 Net loss attributable to common shareholders — ​ — ​ — ​ ( 45,720 ) ​ — ​ — ​ ( 45,720 ) Redemption of common limited partnership units ("OP Units") for common shares 647 ​ 7 ​ 9,712 ​ — ​ — ​ — ​ 9,719 Common shares repurchased ​ ( 12,154 ) ​ ​ ( 122 ) ​ ​ ( 187,613 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 187,735 ) Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") ​ 40 ​ ​ — ​ ​ 564 ​ ​ — ​ ​ — ​ ​ — ​ ​ 564 Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation — ​ — ​ ( 5,951 ) ​ — ​ 1,884 ​ — ​ ( 4,067 ) Total other comprehensive loss — ​ — ​ — ​ — ​ ( 10,827 ) ​ — ​ ( 10,827 ) BALANCE AS OF MARCH 31, 2025 73,033 ​ $ 731 ​ $ 2,607,115 ​ $ ( 1,043,003 ) ​ $ 6,149 ​ $ — ​ $ 1,570,992 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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 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 ​ 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, ​ 2025 2024 OPERATING ACTIVITIES ​ ​ Net loss ​ $ ( 53,698 ) ​ $ ( 42,190 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ Share-based compensation expense ​ 7,165 ​ 9,538 Depreciation and amortization expense, including amortization of deferred financing costs ​ 49,451 ​ 58,462 Deferred rent ​ ( 837 ) ​ ( 7,051 ) (Income) loss from unconsolidated real estate ventures, net ​ 592 ​ ( 975 ) Amortization of market lease intangibles, net ​ ( 69 ) ​ 58 Amortization of lease incentives ​ 3,865 ​ 2,696 Loss on the extinguishment of debt ​ 4,636 ​ — Impairment loss ​ ​ 8,483 ​ ​ 17,211 Gain on the sale of real estate, net ​ ( 537 ) ​ ( 197 ) Loss on operating lease and other receivables ​ 706 ​ 311 (Income) loss from investments, net ​ ​ 438 ​ ​ ( 20 ) Return on capital from unconsolidated real estate ventures ​ 390 ​ 1,179 Other non-cash items ​ 1,308 ​ 365 Changes in operating assets and liabilities: ​ ​ ​ Tenant and other receivables ​ 1,674 ​ 3,710 Other assets, net ​ ( 1,830 ) ​ 464 Accounts payable and accrued expenses ​ ( 7,482 ) ​ ( 6,015 ) Other liabilities, net ​ ( 1,320 ) ​ ( 503 ) Net cash provided by operating activities ​ 12,935 ​ 37,043 INVESTING ACTIVITIES ​ ​ Development costs, construction in progress and real estate additions ​ ( 29,091 ) ​ ( 47,982 ) Proceeds from the sale of real estate ​ 188,779 ​ 12,410 Proceeds from derivative financial instruments ​ ​ 2,537 ​ ​ 1,465 Distributions of capital from unconsolidated real estate ventures and other investments ​ 465 ​ 160,250 Investments in unconsolidated real estate ventures and other investments ​ ( 1,376 ) ​ ( 2,541 ) Net cash provided by investing activities ​ 161,314 ​ 123,602 FINANCING ACTIVITIES ​ ​ Borrowings under mortgage loans ​ 265,205 ​ 31,600 Borrowings under revolving credit facility ​ 197,000 ​ 30,000 Repayments of mortgage loans ​ ( 408,040 ) ​ ( 786 ) Repayments of revolving credit facility ​ ( 120,000 ) ​ ( 92,000 ) Payments on derivative financial instruments ​ ​ ( 1,104 ) ​ ​ ( 1,465 ) Debt issuance and modification costs ​ ( 5,207 ) ​ ( 10 ) Proceeds from common shares issued pursuant to ESPP ​ 244 ​ 292 Common shares repurchased ​ ​ ( 147,593 ) ​ ​ ( 49,444 ) Dividends paid to common shareholders ​ ( 14,788 ) ​ ( 16,066 ) Distributions to redeemable noncontrolling interests ​ ( 2,823 ) ​ ( 2,931 ) Distributions to noncontrolling interests ​ ​ — ​ ​ ( 10 ) Net cash used in financing activities ​ ( 237,106 ) ​ ( 100,820 ) ​ 7 Table of Contents JBG SMITH PROPERTIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Net increase (decrease) in cash and cash equivalents, and restricted cash ​ $ ( 62,857 ) ​ $ 59,825 Cash and cash equivalents, and restricted cash, beginning of period ​ 183,192 ​ 200,441 Cash and cash equivalents, and restricted cash, end of period ​ $ 120,335 ​ $ 260,266 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD ​ Cash and cash equivalents ​ $ 81,338 ​ $ 220,514 Restricted cash ​ 38,997 ​ 39,752 Cash and cash equivalents, and restricted cash ​ $ 120,335 ​ $ 260,266 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION ​ Cash paid for interest (net of capitalized interest of $ 998 and $ 3,008 in 2025 and 2024) ​ $ 32,653 ​ $ 25,623 Accrued capital expenditures included in accounts payable and accrued expenses ​ 40,768 ​ 77,358 Write-off of fully depreciated assets ​ 11,954 ​ 10,574 Redemption of OP Units for common shares ​ 9,719 ​ 7,875 Accrual for common shares repurchased pending settlement ​ ​ 40,142 ​ ​ — Cash paid for amounts included in the measurement of lease liabilities for operating leases ​ 1,664 ​ 1,616 ​ ​ 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, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and retail tenants. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, highly amenitized, 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") headquarters; Virginia Tech's $ 1 billion Innovation Campus; proximity to the Pentagon; and our placemaking initiatives and public infrastructure improvements. In addition, our third-party real estate services business provides fee-based real estate services to third parties, including the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds"). 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, 2025, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 84.0 % 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 10.0 % subordinated interest in one commercial building and our 33.5 % subordinated interest in four commercial buildings (the "Fortress Assets"), 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. As of March 31, 2025, our Operating Portfolio consisted of 37 operating assets comprising 15 multifamily assets totaling 6,459 units ( 6,459 units at our share), 20 commercial assets totaling 6.5 million square feet ( 6.1 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have one under-construction multifamily asset with 775 units ( 775 units at our share) and 19 assets in the development pipeline totaling 11.0 million square feet ( 8.9 million square feet at our share) of estimated potential development density. We derive our revenue primarily from leases with multifamily and commercial tenants. Revenue under our multifamily leases is generally due on a monthly basis with terms of approximately one year or less, and may include income from utility recoveries, parking and other miscellaneous items. Our commercial leases 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 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 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, 2025 and 2024 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, 2024, filed with the Securities and Exchange Commission ("SEC") on February 18, 2025 ("Annual Report"). 9 Table of Contents 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, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024. References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024. References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three months ended March 31, 2025 and 2024. Income Taxes We have elected to be taxed as a real estate investment trust ("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 Expense Disaggregation Disclosures In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." ASU 2024-03 requires expanded interim and annual disclosures of certain expense information in the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on a prospective or retrospective basis. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. Income Taxes In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 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). ASU 2023-09 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, 10 Table of Contents 2024. 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. 3. Dispositions Dispositions The following is a summary of activity for the three months ended March 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) ​ ​ ​ ​ ​ ​ Gross ​ Cash ​ on the Sale ​ ​ ​ ​ ​ ​ Sales ​ Proceeds ​ of Real Date Disposed Assets Segment Price from Sale Estate ​ ​ ​ ​ ​ ​ (In thousands) February 19, 2025 ​ 8001 Woodmont (1) ​ Multifamily ​ $ 194,000 ​ $ 188,779 ​ $ ( 838 ) ​ ​ Other (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,375 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 537 ​ ​ ​ (1) In connection with the sale, we repaid the related $ 99.7 million mortgage loan. (2) Related to prior year dispositions. ​ ​ ​ 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, 2025 December 31, 2024 ​ ​ ​ ​ (In thousands) J.P. Morgan Global Alternatives ("J.P. Morgan") (2) ​ 50.0 % ​ $ 74,205 ​ $ 74,188 4747 Bethesda Venture ​ 20.0 % ​ ​ 10,265 ​ ​ 10,813 Brandywine Realty Trust 30.0 % ​ 7,037 ​ 6,954 Other ​ ​ 1,274 ​ ​ 1,699 Total investments in unconsolidated real estate ventures (3) (4) ​ ​ ​ $ 92,781 ​ $ 93,654 (1) Reflects our effective ownership interests as of March 31, 2025. We have multiple investments with certain venture partners in the underlying real estate. (2) J.P. Morgan is the advisor for an institutional investor. (3) Excludes 10.0 % subordinated interest in one commercial building and the Fortress Assets. 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. (4) As of March 31, 2025 and December 31, 2024, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 10.8 million and $ 10.6 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 $ 2.8 million and $ 4.5 million for the three months ended March 31, 2025 and 2024. 11 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, 2025 December 31, 2024 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.67 % ​ $ 175,000 ​ $ 175,000 Fixed rate (3) 4.13 % ​ 60,000 ​ 60,000 Mortgage loans ​ ​ ​ 235,000 ​ 235,000 Unamortized deferred financing costs and premium / discount, net ​ ​ ​ ( 5,111 ) ​ ( 5,795 ) Mortgage loans, net (4) ​ ​ ​ $ 229,889 ​ $ 229,205 (1) Weighted average effective interest rate as of March 31, 2025. (2) Includes variable rate mortgage loans with interest rate cap agreements. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. (4) 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, 2025 December 31, 2024 ​ (In thousands) Combined balance sheet information: (1) ​ ​ ​ ​ ​ ​ Real estate, net ​ $ 422,452 ​ $ 424,170 Other assets, net ​ 62,800 ​ 64,478 Total assets ​ $ 485,252 ​ $ 488,648 ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net ​ $ 229,889 ​ $ 229,205 Other liabilities, net ​ 26,832 ​ 27,019 Total liabilities ​ 256,721 ​ 256,224 Total equity ​ 228,531 ​ 232,424 Total liabilities and equity ​ $ 485,252 ​ $ 488,648 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) Combined income statement information: (1) ​ ​ ​ ​ ​ ​ Total revenue ​ $ 8,312 ​ $ 13,282 Operating income (2) ​ 1,363 ​ 4,524 Net income (loss) (2) ​ ( 2,427 ) ​ 644 (1) Excludes amounts related to the Fortress Assets. Excludes combined balance sheet information and combined income statement information for all the periods presented related to The Foundry and the L'Enfant Plaza assets as we discontinued applying the equity method of accounting after September 30, 2023 and September 30, 2022. In April 2024, the lender foreclosed on the mortgage loan secured by The Foundry and took possession of the property. In October 2024, the lender foreclosed on the mortgage loan secured by the L’Enfant Plaza assets and took possession of the properties. (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 12 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, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, the net carrying amounts of our investment in these entities were $ 82.0 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 (loss) 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 only consolidated VIE. We hold 84.0 % 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. 6. Other Assets, Net The following is a summary of other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 ​ ​ (In thousands) Prepaid expenses ​ $ 11,263 ​ $ 10,834 Derivative financial instruments, at fair value ​ ​ 15,900 ​ ​ 25,682 Deferred financing costs, net ​ 6,551 ​ 7,280 Operating lease right-of-use assets ​ ​ 43,416 ​ ​ 44,034 Investments in funds (1) ​ ​ 27,927 ​ ​ 27,665 Other investments (2) ​ ​ 3,277 ​ ​ 3,237 Other ​ 12,391 ​ 12,586 Total other assets, net ​ $ 120,725 ​ $ 131,318 (1) 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, 2025 and 2024, unrealized gains (losses) related to these investments were ($ 525,000 ) and $ 497,000 . During the three months ended March 31, 2025 and 2024, realized gains (losses) related to these investments were $ 144,000 and ($ 439,000 ) . Unrealized and realized gains (losses) were included in "Interest and other income, net" in our statements of operations. (2) Primarily consists of equity investments that are carried at cost. ​ ​ ​ 13 Table of Contents 7. Debt Mortgage Loans The following is a summary of mortgage loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ Interest Rate (1) March 31, 2025 December 31, 2024 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.55 % ​ $ 535,457 ​ $ 587,254 Fixed rate (3) 5.13 % ​ 1,107,376 ​ 1,196,479 Mortgage loans ​ ​ ​ 1,642,833 ​ 1,783,733 Unamortized deferred financing costs and premium / discount, net ​ ​ ​ ( 16,130 ) ​ ( 16,560 ) Mortgage loans, net ​ ​ ​ $ 1,626,703 ​ $ 1,767,173 (1) Weighted average effective interest rate as of March 31, 2025. (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 3.11 % , and the weighted average maturity date of the interest rate caps is in the first quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of March 31, 2025, one-month term Secured Overnight Financing Rate ("SOFR") was 4.32 % . (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. As of March 31, 2025 and December 31, 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $ 1.8 billion and $ 2.1 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. In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $ 99.7 million mortgage loan. In March 2025, we entered into a five-year interest-only $ 258.9 million mortgage loan with a fixed interest rate of 5.03 % collateralized by the Ashley and Potomac buildings at RiverHouse Apartments and repaid the outstanding $ 307.7 million mortgage loan that was collateralized by the Ashley, Potomac and James buildings. As of March 31, 2025 and December 31, 2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 886.7 million and $ 1.4 billion. See Note 15 for additional information. Revolving Credit Facility and Term Loans As of March 31, 2025 and December 31, 2024, 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 2026, 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 one remaining one-year extension option. The agreements for our unsecured revolving credit facility and term loans include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and to make capital expenditures, and also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these covenants, and failure to comply with our covenants could cause a default, and we may then be required to repay such debt. 14 Table of Contents The following is a summary of amounts outstanding under the revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ Interest Rate (1) ​ March 31, 2025 December 31, 2024 ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 5.90 % ​ $ 162,000 ​ $ 85,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 5.34 % ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (5) 4.20 % ​ 400,000 ​ 400,000 2023 Term Loan (6) ​ 5.41 % ​ ​ 120,000 ​ ​ 120,000 Term loans ​ 720,000 ​ 720,000 Unamortized deferred financing costs, net ​ ( 1,945 ) ​ ( 2,147 ) Term loans, net ​ $ 718,055 ​ $ 717,853 (1) Effective interest rate as of March 31, 2025. The interest rate for our revolving credit facility excludes a 0.20 % facility fee. (2) As of March 31, 2025, daily SOFR was 4.41 % . As of March 31, 2025 and December 31, 2024, letters of credit with an aggregate face amount of $ 15.2 million were outstanding under our revolving credit facility. On April 1, 2025, the $ 15.2 million letter of credit was cancelled. (3) As of March 31, 2025 and December 31, 2024, excludes $ 6.6 million and $ 7.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets. (4) The interest rate swaps fix SOFR at a weighted average interest rate of 4.00 % through the extended maturity date of January 2027. (5) The interest rate swaps fix SOFR at a weighted average interest rate of 2.81 % through the maturity date . (6) The interest rate swap 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, 2025 December 31, 2024 ​ ​ (In thousands) Lease intangible liabilities, net ​ $ 1,209 ​ $ 1,283 Lease incentive liabilities ​ 6,099 ​ 2,590 Liabilities related to operating lease right-of-use assets ​ 43,526 ​ 44,430 Prepaid rent ​ 13,192 ​ 12,978 Security deposits ​ 11,408 ​ 11,167 Environmental liabilities ​ 17,468 ​ 17,468 Deferred tax liability, net ​ 3,631 ​ 3,917 Dividends payable ​ — ​ 17,611 Derivative financial instruments, at fair value ​ 5,683 ​ 2,395 Other (1) ​ 42,072 ​ 1,988 Total other liabilities, net ​ $ 144,288 ​ $ 115,827 ​ (1) Amount as of March 31, 2025 is primarily related to accrual for common shares repurchased pending settlement. ​ ​ 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, 2025 and 2024, unitholders redeemed 647,387 and 468,081 OP Units, which we elected to redeem for an equivalent number of our common shares. As of March 31, 2025, outstanding OP Units and redeemable LTIP Units totaled 13.9 million, representing a 16.0 % 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 15 Table of Contents "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. The following is a summary of the activity of redeemable noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 ​ 2024 ​ (In thousands) Balance, beginning of period $ 423,632 ​ $ 440,737 Redemptions ( 9,719 ) ​ ( 7,875 ) LTIP Units issued in lieu of cash compensation (1) 2,074 ​ 2,983 Net loss ( 7,978 ) ​ ( 4,534 ) Other comprehensive income (loss) ( 1,884 ) ​ 2,026 Distributions — ​ ( 2,931 ) Share-based compensation expense 6,160 ​ 8,950 Adjustment to redemption value 5,951 ​ ( 3,827 ) Balance, end of period $ 418,236 ​ $ 435,529 (1) 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, ​ 2025 2024 ​ (In thousands) Fixed $ 93,988 ​ $ 112,977 Variable ​ 7,511 ​ ​ 9,659 Property rental revenue $ 101,499 ​ $ 122,636 ​ ​ 11. Share-Based Payments LTIP Units and Time-Based LTIP Units In January 2025, we granted to certain employees 735,682 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 13.59 per unit that vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers. Compensation expense for these units is primarily being recognized over a four-year period. In January 2025, we granted 162,301 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2024 service as LTIP Units. The LTIP Units had a grant-date fair value of $ 12.77 per unit. Compensation expense totaling $ 2.1 million for these LTIP Units was recognized in 2024. The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2025 was $ 12.1 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 30.0 % to 36.0 % Risk-free interest rate 4.2 % to 4.4 % Post-grant restriction periods 2 to 3 years ​ In April 2025, as part of their annual compensation, we granted to non-employee trustees a total of 160,713 fully vested LTIP Units with a grant-date fair value of $ 11.66 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. 16 Table of Contents Appreciation-Only LTIP Units ("AO LTIP Units") In January 2025, we granted to certain employees 549,292 performance-based AO LTIP Units with a grant-date fair value of $ 2.69 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 $ 16.98 . 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 fifth anniversary of their grant date. The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2025 was $ 1.5 million, valued using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 32.0 % Dividend yield 3.9 % Risk-free interest rate 4.4 % ​ Performance-Based LTIP Units In January 2025, we issued 957,000 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to certain employees. The Performance-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of net operating income ("NOI") targets set and measured annually by the Compensation Committee and subject to continued employment. While the targets are set and measured annually, the awards vest and the related compensation expense is expected to be recognized in 2027 based on the average of the actual performance achieved during the prior three years . Achievement levels for the Performance-Based LTIP Units are set for threshold, at which 25 % of the awards may be earned, target, at which 50 % of the awards may be earned and maximum performance, at which all the awards are earned. As the performance goals for subsequent years are not set at the time of issuance, the awards are not considered granted for accounting purposes and therefore do not have a grant-date fair value. Accordingly, the total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the Performance-Based LTIP Units issued in 2025. Restricted Share Units ("RSUs") In January 2025, we granted to certain non-executive employees 98,029 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $ 15.44 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 2025. The aggregate grant-date fair value of the Time-Based RSUs granted during the three months ended March 31, 2025 was $ 1.5 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 18,582 common shares for $ 244,000 during the three months ended March 31, 2025, valued using the Black-Scholes model based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 32.0 % Dividend yield 4.7 % Risk-free interest rate 4.4 % Expected life ​ 3 months ​ 17 Table of Contents Share-Based Compensation Expense The following is a summary of share-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) Time-Based LTIP Units ​ $ 4,813 ​ $ 5,472 AO LTIP Units and Performance-Based LTIP Units ​ 1,347 ​ 3,478 Other equity awards (1) ​ 1,277 ​ 1,044 Total share-based compensation expense ​ 7,437 ​ 9,994 Less: amount capitalized ​ ( 272 ) ​ ( 456 ) Share-based compensation expense ​ $ 7,165 ​ $ 9,538 (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. As of March 31, 2025, we had $ 27.6 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 2.0 years. 12. Transaction and Other Costs The following is a summary of transaction and other costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) Completed, potential and pursued transaction expenses (1) ​ $ 674 ​ $ 1,507 Severance and other costs ​ 1,074 ​ 7 Demolition costs ​ ​ 163 ​ ​ — Transaction and other costs ​ $ 1,911 ​ $ 1,514 (1) Primarily consists of dead deal costs and legal costs related to pursued transactions. 13. Interest Expense The following is a summary of interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) Interest expense before capitalized interest ​ $ 33,488 ​ $ 30,840 Amortization of deferred financing costs ​ 4,146 ​ 3,903 Net unrealized (gain) loss on non-designated derivatives ​ ( 32 ) ​ 42 Capitalized interest ​ ( 2,402 ) ​ ( 4,625 ) Interest expense ​ $ 35,200 ​ $ 30,160 ​ 14. Shareholders' Equity and Loss Per Common Share Common Shares Repurchased Our Board of Trustees previously authorized the repurchase of up to $ 1.5 billion of our outstanding common shares. In February 2025, our Board of Trustees increased our common share repurchase authorization to $ 2.0 billion. During the three months ended March 31, 2025, we repurchased and retired 12.2 million common shares for $ 187.5 million, a weighted average purchase price per share of $ 15.43 . During the three months ended March 31, 2024, we repurchased and retired 3.0 18 Table of Contents million common shares for $ 49.4 million, a weighted average purchase price per share of $ 16.50 . Since we began the share repurchase program through March 31, 2025, we have repurchased and retired 69.0 million common shares for $ 1.3 billion, a weighted average purchase price per share of $ 19.08 . 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. The following is a summary of the calculation of basic and diluted loss per common share and a reconciliation of net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 ​ ​ (In thousands, except per share amounts) Net loss ​ $ ( 53,698 ) ​ $ ( 42,190 ) Net loss attributable to redeemable noncontrolling interests ​ 7,978 ​ 4,534 Net loss attributable to noncontrolling interests ​ — ​ 5,380 Net loss attributable to common shareholders ​ ​ ( 45,720 ) ​ ​ ( 32,276 ) Distributions to participating securities ​ — ​ ( 654 ) Net loss available to common shareholders - basic and diluted ​ $ ( 45,720 ) ​ $ ( 32,930 ) ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding - basic and diluted ​ 81,521 ​ 92,635 ​ ​ ​ ​ ​ ​ ​ Loss per common share - basic and diluted ​ $ ( 0.56 ) ​ $ ( 0.36 ) ​ 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, 2025 and 2024 is excluded in the computation of diluted 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 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 loss available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted loss per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million for the three months ended March 31, 2025 and 2024, were excluded from the calculation of diluted loss per common share as they were antidilutive, but potentially could be dilutive in the future. ​ Dividends Declared in April 2025 On April 24, 2025 , our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on May 22, 2025 to shareholders of record as of May 8, 2025 . 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. 19 Table of Contents As of March 31, 2025 and December 31, 2024, 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 $ 6.1 million and $ 17.2 million as of March 31, 2025 and December 31, 2024 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 $ 4.3 million of the net unrealized gain as a decrease to interest expense. 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, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 14,542 ​ ​ — ​ $ 14,542 ​ ​ — Classified as liabilities in "Other liabilities, net" ​ ​ 4,329 ​ — ​ ​ 4,329 ​ — Non-designated derivatives: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 1,358 ​ — ​ 1,358 ​ — Classified as liabilities in "Other liabilities, net" ​ 1,354 ​ — ​ 1,354 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 23,367 ​ ​ — ​ $ 23,367 ​ ​ — Classified as liabilities in "Other liabilities, net" ​ ​ 90 ​ — ​ ​ 90 ​ — Non-designated derivatives: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 2,315 ​ — ​ 2,315 ​ — Classified as liabilities in "Other liabilities, net" ​ 2,305 ​ — ​ 2,305 ​ — ​ 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, 2025 and December 31, 2024, 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 loss for the three months ended March 31, 2025 and 2024 were attributable to the net change in unrealized gains (losses) related to effective derivative financial instruments that were outstanding during those periods, none of which 20 Table of Contents were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments. Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations. 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, 2025, this assessment resulted in the impairment of a development parcel, which had an estimated fair value of $ 11.0 million based on a market approach and was classified as Level 2 in the fair value hierarchy. The impairment loss totaled $ 8.5 million, which was included in "Impairment loss" in our statement of operations for the three months ended March 31, 2025. Financial Assets and Liabilities Not Measured at Fair Value As of March 31, 2025 and December 31, 2024, 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, 2025 ​ December 31, 2024 ​ Carrying ​ Carrying ​ ​ ​ Amount (1) ​ Fair Value ​ Amount (1) ​ Fair Value ​ (In thousands) Financial liabilities: ​ ​ ​ ​ Mortgage loans ​ $ 1,642,833 ​ $ 1,636,690 ​ $ 1,783,733 ​ $ 1,749,904 Revolving credit facility ​ 162,000 ​ 162,152 ​ 85,000 ​ 84,886 Term loans ​ 720,000 ​ 718,639 ​ 720,000 ​ 715,929 (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 own, operate and develop mixed-use properties concentrated in and around Washington, D.C. We derive our revenue primarily from leases with multifamily and commercial tenants. In addition, our third-party real estate services business provides fee-based real estate services. Our operating segments are aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, our three operating and reportable segments are multifamily, commercial, and third-party real estate services. The CODM measures and evaluates the performance of our operating segments based on only the following measures at our share pertaining to each of our segments: ● NOI (multifamily and commercial) - which includes our proportionate share of revenue and expenses attributable to real estate ventures. NOI includes property rental revenue and other property revenue, and deducts property expenses. NOI excludes deferred rent, commercial lease termination revenue, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. ● Net third-party real estate services, excluding reimbursements - which includes revenue streams generated by this segment, excluding reimbursement revenue, as well as the expenses attributable to this segment at our proportionate share, calculated by excluding real estate services revenue from our interests in real estate ventures. 21 Table of Contents The CODM uses these measures predominantly in the annual budget and forecasting process as well as in his review of our quarterly financial results when making decisions about the allocation of operating and capital resources to each segment. We have included disclosure of NOI and the results of our third-party real estate services business at our share to align with our internal reporting and the information used by our CODM. The following is a summary of NOI at our share for our multifamily and commercial segments, including a reconciliation to our total NOI at our share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ Multifamily Commercial Total ​ (In thousands, at our share) Property rental revenue ​ $ 54,602 ​ $ 49,757 ​ $ 104,359 Other property revenue ​ ​ 621 ​ ​ 3,736 ​ ​ 4,357 Total property revenue ​ 55,223 ​ 53,493 ​ 108,716 Property expense: ​ ​ ​ ​ Real estate taxes ​ 5,571 ​ 5,592 ​ 11,163 Payroll ​ ​ 3,742 ​ ​ 3,007 ​ ​ 6,749 Utilities ​ ​ 3,918 ​ ​ 3,402 ​ ​ 7,320 Repairs and maintenance ​ ​ 5,437 ​ ​ 4,472 ​ ​ 9,909 Other property operating ​ ​ 3,045 ​ ​ 4,148 ​ ​ 7,193 Total property expense ​ 21,713 ​ 20,621 ​ 42,334 NOI from reportable segments ​ $ 33,510 ​ $ 32,872 ​ ​ 66,382 Other NOI (1) ​ ​ ​ ​ ​ ​ ​ ​ ( 1,097 ) NOI ​ ​ ​ ​ ​ ​ ​ $ 65,285 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ Multifamily Commercial Total ​ ​ (In thousands, at our share) Property rental revenue ​ $ 51,731 ​ $ 63,346 ​ $ 115,077 Other property revenue ​ ​ 716 ​ ​ 4,092 ​ ​ 4,808 Total property revenue ​ 52,447 ​ 67,438 ​ 119,885 Property expense: ​ ​ ​ Real estate taxes ​ 5,402 ​ 7,989 ​ 13,391 Payroll ​ ​ 4,182 ​ ​ 3,508 ​ ​ 7,690 Utilities ​ ​ 3,546 ​ ​ 3,669 ​ ​ 7,215 Repairs and maintenance ​ ​ 4,363 ​ ​ 5,248 ​ ​ 9,611 Other property operating ​ ​ 2,367 ​ ​ 4,071 ​ ​ 6,438 Total property expense ​ 19,860 ​ 24,485 ​ 44,345 NOI from reportable segments ​ $ 32,587 ​ $ 42,953 ​ ​ 75,540 Other NOI (1) ​ ​ ​ ​ ​ ​ ​ ​ ( 1,705 ) NOI ​ ​ ​ ​ ​ ​ ​ $ 73,835 (1) Includes activity related to development assets and land assets for which we are the ground lessor. 22 Table of Contents The following is a summary of our third-party real estate services business at our share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands, at our share) Property management fees ​ $ 3,361 ​ $ 4,115 Asset management fees ​ 580 ​ 924 Development fees ​ 523 ​ 238 Leasing fees ​ 654 ​ 1,120 Construction management fees ​ 231 ​ 384 Other service revenue ​ 1,035 ​ 1,001 Third-party real estate services revenue, excluding reimbursements ​ 6,384 ​ 7,782 Third-party real estate services expenses, excluding reimbursements ​ ​ 7,236 ​ ​ 12,136 Net third-party real estate services, excluding reimbursements ​ $ ( 852 ) ​ $ ( 4,354 ) ​ ​ The following is a reconciliation of revenue at our share to total revenue per the statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) Total property revenue at our share ​ $ 108,716 ​ $ 119,885 Third-party real estate services revenue, excluding reimbursements, at our share ​ ​ 6,384 ​ ​ 7,782 Reimbursement revenue (1) ​ ​ 8,274 ​ ​ 9,681 Our share of revenue attributable to unconsolidated real estate ventures ​ ( 2,106 ) ​ ( 4,566 ) Other property revenue ​ ​ 1,735 ​ ​ 1,403 Other adjustments (2) ​ ( 2,317 ) ​ 10,999 Total revenue per statements of operations ​ $ 120,686 ​ $ 145,184 ​ ​ ​ ​ ​ ​ ​ (1) Represents reimbursements 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 (2) Adjustment to include deferred rent, above/below market lease amortization, commercial lease termination revenue and lease incentive amortization. 23 Table of Contents The following is the reconciliation of NOI at our share to loss before income tax benefit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ (In thousands) NOI at our share ​ $ 65,285 ​ $ 73,835 Net third-party real estate services, excluding reimbursements, at our share ​ ​ ( 852 ) ​ ​ ( 4,354 ) Add: ​ ​ Income (loss) from unconsolidated real estate ventures, net ​ ( 592 ) ​ 975 Interest and other income, net ​ 525 ​ 2,100 Gain on the sale of real estate, net ​ 537 ​ 197 Less: ​ ​ Depreciation and amortization expense ​ 47,587 ​ 56,855 General and administrative expense: corporate and other ​ 15,557 ​ 14,973 Transaction and other costs ​ 1,911 ​ 1,514 Interest expense ​ 35,200 ​ 30,160 Loss on the extinguishment of debt ​ 4,636 ​ — Impairment loss ​ ​ 8,483 ​ ​ 17,211 Adjustments: ​ ​ ​ ​ ​ ​ Our share of net third-party real estate services attributable to unconsolidated real estate ventures ​ ​ ( 305 ) ​ ​ ( 105 ) NOI attributable to unconsolidated real estate ventures at our share ​ ( 990 ) ​ ( 3,046 ) Non-cash rent adjustments (1) ​ ( 2,439 ) ​ 1,430 Other adjustments (2) ​ ( 1,693 ) ​ 6,023 Total adjustments ​ ( 5,427 ) ​ 4,302 Loss before income tax benefit ​ $ ( 53,898 ) ​ $ ( 43,658 ) (1) Adjustment to include deferred rent, above/below market lease amortization and lease incentive amortization. (2) Adjustment to include payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity. ​ ​ ​ ​ 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, 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, 2025, we had one asset under construction, 2000/2001 South Bell Street, and are building a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, require an additional $ 61.2 million to complete, 24 Table of Contents which we anticipate will be primarily expended over the next year . These capital expenditures are generally due as the work is performed, and we expect to finance them primarily with debt proceeds. 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 conditions identified 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 $ 17.5 million as of March 31, 2025 and December 31, 2024, and are included in "Other liabilities, net" in our balance sheets. Legal Proceedings In November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc., a provider of revenue management systems, numerous multifamily rental companies, and 14 owners and/or operators of multifamily housing in the District of Columbia, including JBG Associates, L.L.C., one of our subsidiaries, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data. While we intend to vigorously defend against this lawsuit, given the current stage of the District of Columbia’s lawsuit, we are unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuit. While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome. There are various other legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows. Other As of March 31, 2025, we had committed tenant-related obligations totaling $ 32.3 million ($ 32.2 million related to our consolidated entities and $ 78,000 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. 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 and stabilization 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 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, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures. 25 Table of Contents As of March 31, 2025, we had additional capital commitments totaling $ 8.0 million related to our investments in real estate-focused technology companies. ​ Additionally, with respect to borrowings of our consolidated entities, we may 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 and stabilization of development projects. As of March 31, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets. 18. Transactions with Related Parties Our third-party real estate services business provides fee-based real estate services to third parties, including the JBG Legacy Funds. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds, 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. LEO Impact Capital, our investment management platform dedicated to acquiring, financing and operating multifamily housing in high impact neighborhoods to preserve affordability for middle-income residents, manages the Washington Housing Initiative ("WHI") Impact Pool. 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, 2025, 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 $ 2.6 million and $ 4.0 million for the three months ended March 31, 2025 and 2024. As of March 31, 2025 and December 31, 2024, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 1.9 million and $ 2.1 million for such services. We lease our corporate offices from an unconsolidated real estate venture, in which we have a 20.0 % interest, and incurred $ 1.3 million and $ 1.5 million of rent expense for the three months ended March 31, 2025 and 2024, 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 $ 2.0 million and $ 2.5 million for the three months ended March 31, 2025 and 2024, which was included in "Property operating expenses" in our statements of operations. 26 Table of Contents