# JBG SMITH Properties (JBGS) 10-Q SEC filing - Q3 FY2025

- Filed: Oct 28, 2025
- Fiscal quarter: Q3 FY2025
- Calendar quarter: Q3 2025
- Accession: 0001104659-25-103188
- OpenCapital page: https://www.opencapital.sh/filings/0001104659-25-103188
- Markdown URL: https://www.opencapital.sh/filings/0001104659-25-103188.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1689796/0001104659-25-103188-index.htm

## Filing documents

- [10-Q (jbgs-20250930x10q.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930x10q.htm)
- [EX-3.4 (jbgs-20250930xex3d4.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex3d4.htm)
- [EX-10.1 (jbgs-20250930xex10d1.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex10d1.htm)
- [EX-31.1 (jbgs-20250930xex31d1.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex31d1.htm)
- [EX-31.2 (jbgs-20250930xex31d2.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex31d2.htm)
- [EX-32.1 (jbgs-20250930xex32d1.htm)](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex32d1.htm)

---

## 10-Q

SEC source: [jbgs-20250930x10q.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930x10q.htm)

​

​

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM** **10-Q**

​

☒  **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

​

For the quarterly period ended September 30, 2025

OR

​

☐**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

​

For the transition period from ___________ to ___________

Commission file number 001-37994

**JBG SMITH PROPERTIES**

**________________________________________________________________________________**

(Exact name of Registrant as specified in its charter)

​

| Maryland | 81-4307010 |
| --- | --- |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4747 Bethesda Avenue Suite 200Bethesda MD | 20814 |
| (Address of Principal Executive Offices) | (Zip Code) |

​

Registrant's telephone number, including area code: **(****240****)** **333-3600**

Securities registered pursuant to Section 12(b) of the Act:

​

​ ​ ​

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Shares, par value $0.01 per share JBGS New York Stock Exchange

​

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of October 24, 2025, JBG SMITH Properties had 59,181,298 common shares outstanding.

​

​

​

​

JBG SMITH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2025

**TABLE OF CONTENTS**

​

| [**PART I – FINANCIAL INFORMATION**](#PARTIFINANCIALINFORMATION_435630) |  |  | ​ |
| --- | --- | --- | --- |
| ​ |  |  | ​ |
| [**Item 1.**](#ITEM1FinancialStatements_970616) | ​ | [**Financial Statements**](#ITEM1FinancialStatements_970616) | **Page** |
| ​ | ​ | [Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2025 and December 31, 2024](#CondensedConsolidatedBalanceSheets_20849) | 3 |
| ​ | ​ | [Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2025 and 2024](#CondensedConsolidatedStatementsofOperati) | 4 |
| ​ | ​ | [Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2025 and 2024](#CondensedConsolidatedStatementsofCompreh) | 5 |
| ​ | ​ | [Condensed Consolidated Statements of Equity (unaudited) for the three and nine months ended September 30, 2025 and 2024](#SOE_top) | 6 |
| ​ | ​ | [Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024](#CondensedConsolidatedStatementsofCashFlo) | 8 |
| ​ | ​ | [Notes to Condensed Consolidated Financial Statements (unaudited)](#NotestoConsolidatedandCombinedFinancialS) | 10 |
| ​ | ​ | ​ | ​ |
| [**Item 2.**](#ITEM2MANAGEMENTSDISCUSSIONANDANALYSISOFF) | ​ | [**Management's Discussion and Analysis of Financial Condition and Results of Operations**](#ITEM2MANAGEMENTSDISCUSSIONANDANALYSISOFF) | 30 |
| [**Item 3.**](#ITEM3QUANTITATIVEANDQUALITATIVEDISCLOSUR) | ​ | [**Quantitative and Qualitative Disclosures about Market Risk**](#ITEM3QUANTITATIVEANDQUALITATIVEDISCLOSUR) | 49 |
| [**Item 4.**](#ITEM4CONTROLSANDPROCEDURES_605301) | ​ | [**Controls and Procedures**](#ITEM4CONTROLSANDPROCEDURES_605301) | 50 |
| ​ | ​ | ​ | ​ |
| [**PART II – OTHER INFORMATION**](#PARTIIOTHERINFORMATION_761835) |  |  | ​ |
| ​ | ​ | ​ | ​ |
| [**Item 1.**](#ITEM1LEGALPROCEEDINGS_408247) | ​ | [**Legal Proceedings**](#ITEM1LEGALPROCEEDINGS_408247) | 50 |
| [**Item 1A.**](#ITEM1ARISKFACTORS) | ​ | [**Risk Factors**](#ITEM1ARISKFACTORS) | 51 |
| [**Item 2.**](#ITEM2UNREGISTEREDSALESOFEQUITYSECURITIES) | ​ | [**Unregistered Sales of Equity Securities and Use of Proceeds**](#ITEM2UNREGISTEREDSALESOFEQUITYSECURITIES) | 51 |
| [**Item 3.**](#ITEM3DEFAULTSUPONSENIORSECURITIES_469651) | ​ | [**Defaults Upon Senior Securities**](#ITEM3DEFAULTSUPONSENIORSECURITIES_469651) | 52 |
| [**Item 4.**](#ITEM4MINESAFETYDISCLOSURES_999214) | ​ | [**Mine Safety Disclosures**](#ITEM4MINESAFETYDISCLOSURES_999214) | 52 |
| [**Item 5.**](#ITEM5OTHERINFORMATION_455904) | ​ | [**Other Information**](#ITEM5OTHERINFORMATION_455904) | 52 |
| [**Item 6.**](#ITEM6EXHIBITS_505147) | ​ | [**Exhibits**](#ITEM6EXHIBITS_505147) | 54 |
| ​ | ​ | [**Signatures**](#SIGNATURES_425487) | 55 |

​

​

​

PART I - FINANCIAL INFORMATION

## Item 1. Financial StatementsPage

ITEM 1. Financial Statements

**JBG SMITH PROPERTIES**

**Condensed Consolidated Balance Sheets**

**(Unaudited)**

**(In thousands, except par value amounts)**

​

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| ASSETS |  |  |
| Real estate, at cost: |  |  |
| Land and improvements | $1,026,236 | $1,109,172 |
| Buildings and improvements | 4,035,802 | 4,083,937 |
| Construction in progress, including land | 170,333 | 338,333 |
|  | 5,232,371 | 5,531,442 |
| Less: accumulated depreciation | (1,449,973) | (1,419,983) |
| Real estate, net | 3,782,398 | 4,111,459 |
| Cash and cash equivalents | 64,437 | 145,804 |
| Restricted cash | 23,342 | 37,388 |
| Tenant and other receivables | 23,797 | 23,478 |
| Deferred rent receivable | 179,853 | 170,153 |
| Investments in unconsolidated real estate ventures | 91,539 | 93,654 |
| Deferred leasing costs, net | 68,367 | 69,821 |
| Intangible assets, net | 51,988 | 47,000 |
| Other assets, net | 131,382 | 131,318 |
| Assets held for sale | — | 190,465 |
| TOTAL ASSETS | $4,417,103 | $5,020,540 |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |  |  |
| Liabilities: |  |  |
| Mortgage loans, net | $1,577,796 | $1,767,173 |
| Revolving credit facility | 160,000 | 85,000 |
| Term loans, net | 718,450 | 717,853 |
| Accounts payable and accrued expenses | 79,385 | 101,096 |
| Other liabilities, net | 124,691 | 115,827 |
| Liabilities related to assets held for sale | — | 901 |
| Total liabilities | 2,660,322 | 2,787,850 |
| Commitments and contingencies |  |  |
| Redeemable noncontrolling interests | 566,200 | 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; 59,302 and 84,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024 | 594 | 846 |
| Additional paid-in capital | 2,305,136 | 2,790,403 |
| Accumulated deficit | (1,114,062) | (997,283) |
| Accumulated other comprehensive income (loss) | (1,087) | 15,092 |
| Total equity | 1,190,581 | 1,809,058 |
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | $4,417,103 | $5,020,540 |

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

**JBG SMITH PROPERTIES**

**Condensed Consolidated Statements of Operations**

**(Unaudited)**

**(In thousands, except per share data)**

​

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| REVENUE |  |  |  |  |
| Property rental | $103,981 | $113,349 | $311,989 | $348,521 |
| Third-party real estate services, including reimbursements | 14,711 | 17,061 | 44,430 | 52,326 |
| Other revenue | 5,178 | 5,616 | 14,616 | 15,683 |
| Total revenue | 123,870 | 136,026 | 371,035 | 416,530 |
| EXPENSES |  |  |  |  |
| Depreciation and amortization | 48,164 | 50,050 | 143,311 | 158,211 |
| Property operating | 36,564 | 39,258 | 104,876 | 110,791 |
| Real estate taxes | 12,284 | 11,812 | 37,107 | 40,006 |
| General and administrative: |  |  |  |  |
| Corporate and other | 13,214 | 11,881 | 45,491 | 43,855 |
| Third-party real estate services | 14,058 | 16,088 | 43,691 | 57,065 |
| Transaction and other costs | 494 | 667 | 5,251 | 3,005 |
| Total expenses | 124,778 | 129,756 | 379,727 | 412,933 |
| OTHER INCOME (EXPENSE) |  |  |  |  |
| Income (loss) from unconsolidated real estate ventures, net | (664) | (745) | (165) | 4 |
| Interest and other income, net | 2,378 | 4,573 | 3,601 | 10,105 |
| Interest expense | (34,781) | (35,267) | (105,552) | (97,400) |
| Gain (loss) on the sale of real estate, net | 4,660 | (5,352) | 47,029 | (5,066) |
| Gain (loss) on the extinguishment of debt, net | — | 43 | (2,402) | 43 |
| Impairment loss | (4,771) | — | (45,067) | (18,236) |
| Total other income (expense) | (33,178) | (36,748) | (102,556) | (110,550) |
| LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT | (34,086) | (30,478) | (111,248) | (106,953) |
| Income tax (expense) benefit | (926) | (831) | (643) | 40 |
| NET LOSS | (35,012) | (31,309) | (111,891) | (106,913) |
| Net loss attributable to redeemable noncontrolling interests | 6,457 | 4,365 | 18,375 | 12,353 |
| Net (income) loss attributable to noncontrolling interests | — | (36) | — | 10,931 |
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $(28,555) | $(26,980) | $(93,516) | $(83,629) |
| LOSS PER COMMON SHARE - BASIC AND DILUTED | $(0.48) | $(0.32) | $(1.35) | $(0.95) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 60,606 | 85,292 | 70,062 | 89,637 |

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

**JBG SMITH PROPERTIES**

**Condensed Consolidated Statements of Comprehensive** **Loss**

**(Unaudited)**

**(In thousands)**

​

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| NET LOSS | $(35,012) | $(31,309) | $(111,891) | $(106,913) |
| OTHER COMPREHENSIVE LOSS |  |  |  |  |
| Change in fair value of derivative financial instruments | 980 | (27,624) | (11,632) | 5,236 |
| Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense | (1,844) | (8,629) | (8,174) | (29,521) |
| Total other comprehensive loss | (864) | (36,253) | (19,806) | (24,285) |
| COMPREHENSIVE LOSS | (35,876) | (67,562) | (131,697) | (131,198) |
| Net loss attributable to redeemable noncontrolling interests | 6,457 | 4,365 | 18,375 | 12,353 |
| Net (income) loss attributable to noncontrolling interests | — | (36) | — | 10,931 |
| Other comprehensive loss attributable to redeemable noncontrolling interests | 181 | 5,595 | 3,627 | 4,003 |
| Other comprehensive (income) loss attributable to noncontrolling interests | — | 1,351 | — | (237) |
| COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES | $(29,238) | $(56,287) | $(109,695) | $(104,148) |

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

**JBG SMITH PROPERTIES**

### Condensed Consolidated Statements of Equity

_(Unaudited) · (In thousands)_

| Line item | Common Shares / Shares | Common Shares / Amount | Additional / Paid-In / Capital | Accumulated / Deficit | Accumulated / Other / Comprehensive / Income (Loss) | Noncontrolling / Interests | Total / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| BALANCE AS OF JUNE 30, 2025 | 61,945 | $620 | $2,397,255 | $(1,074,678) | $(404) | — | $1,322,793 |
| Net loss attributable to common shareholders | — | — | — | (28,555) | — | — | (28,555) |
| Redemption of common limited partnership units ("OP Units") for common shares | 458 | 5 | 9,291 | — | — | — | 9,296 |
| Common shares repurchased | (3,112) | (31) | (62,905) | — | — | — | (62,936) |
| Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | 11 | — | 392 | — | — | — | 392 |
| Dividends declared on common shares ($0.175 per common share) | — | — | — | (10,829) | — | — | (10,829) |
| Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | — | — | (38,897) | — | 181 | — | (38,716) |
| Total other comprehensive loss | — | — | — | — | (864) | — | (864) |
| BALANCE AS OF SEPTEMBER 30, 2025 | 59,302 | $594 | $2,305,136 | $(1,114,062) | $(1,087) | — | $1,190,581 |
| BALANCE AS OF JUNE 30, 2024 | 87,306 | $874 | $2,855,724 | $(865,782) | $28,830 | $14,936 | $2,034,582 |
| Net income (loss) attributable to common shareholders and noncontrolling interests | — | — | — | (26,980) | — | 36 | (26,944) |
| Redemption of OP Units for common shares | 202 | 2 | 3,551 | — | — | — | 3,553 |
| Common shares repurchased | (3,090) | (31) | (50,182) | — | — | — | (50,213) |
| Common shares issued pursuant to employee incentive compensation plan and ESPP | 16 | — | 589 | — | — | — | 589 |
| Dividends declared on common shares($0.175 per common share) | — | — | — | (15,015) | — | — | (15,015) |
| Distributions to noncontrolling interests, net | — | — | — | — | — | (7) | (7) |
| Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | — | — | (20,235) | — | 5,595 | — | (14,640) |
| Total other comprehensive loss | — | — | — | — | (36,253) | — | (36,253) |
| Other comprehensive loss attributable to noncontrolling interests | — | — | — | — | 1,351 | (1,351) | — |
| BALANCE AS OF SEPTEMBER 30, 2024 | 84,434 | $845 | $2,789,447 | $(907,777) | $(477) | $13,614 | $1,895,652 |

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

​

**JBG SMITH PROPERTIES**

**Condensed Consolidated Statements of Equity**

**(Unaudited)**

**(In thousands)**

​

| Line item | Common Shares / Shares | Common Shares / Amount | Additional / Paid-In / Capital | Accumulated / Deficit | Accumulated / Other / Comprehensive / Income (Loss) | Noncontrolling / Interests | Total / 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 | — | — | — | (93,516) | — | — | (93,516) |
| Redemption of OP Units for common shares | 1,170 | 13 | 20,137 | — | — | — | 20,150 |
| Common shares repurchased | (26,441) | (265) | (435,519) | — | — | — | (435,784) |
| Common shares issued pursuant to employee incentive compensation plan and ESPP | 73 | — | 1,636 | — | — | — | 1,636 |
| Dividends declared on common shares ($0.35 per common share) | — | — | — | (23,263) | — | — | (23,263) |
| Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | — | — | (71,521) | — | 3,627 | — | (67,894) |
| Total other comprehensive loss | — | — | — | — | (19,806) | — | (19,806) |
| BALANCE AS OF SEPTEMBER 30, 2025 | 59,302 | $594 | $2,305,136 | $(1,114,062) | $(1,087) | — | $1,190,581 |
| 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 | — | — | — | (83,629) | — | (10,931) | (94,560) |
| Redemption of OP Units for common shares | 827 | 9 | 13,760 | — | — | — | 13,769 |
| Common shares repurchased | (10,776) | (108) | (168,263) | — | — | — | (168,371) |
| Common shares issued pursuant to employee incentive compensation plan and ESPP | 74 | — | 1,915 | — | — | — | 1,915 |
| Dividends declared on common shares ($0.525 per common share) | — | — | — | (47,186) | — | — | (47,186) |
| Acquisition of noncontrolling interests | — | — | (21,893) | — | — | (4,693) | (26,586) |
| Contributions from noncontrolling interests, net | — | — | — | — | — | 28 | 28 |
| Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | — | — | (14,924) | — | 4,003 | — | (10,921) |
| Total other comprehensive loss | — | — | — | — | (24,285) | — | (24,285) |
| Other comprehensive income attributable to noncontrolling interests | — | — | — | — | (237) | 237 | — |
| BALANCE AS OF SEPTEMBER 30, 2024 | 84,434 | $845 | $2,789,447 | $(907,777) | $(477) | $13,614 | $1,895,652 |

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

**JBG SMITH PROPERTIES**

**Condensed Consolidated Statements of Cash Flows**

**(Unaudited)**

**(In thousands)**

​

| Line item | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- |
| OPERATING ACTIVITIES |  |  |
| Net loss | $(111,891) | $(106,913) |
| Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |
| Share-based compensation expense | 19,854 | 26,158 |
| Depreciation and amortization expense, including amortization of deferred financing costs | 148,834 | 163,190 |
| Deferred rent | (9,653) | (14,140) |
| (Income) loss from unconsolidated real estate ventures, net | 165 | (4) |
| Amortization of market lease intangibles, net | 49 | 175 |
| Amortization of lease incentives | 10,458 | 4,197 |
| (Gain) loss on the extinguishment of debt, net | 5,053 | (43) |
| Impairment loss | 45,067 | 18,236 |
| (Gain) loss on the sale of real estate, net | (47,029) | 5,066 |
| Loss on operating lease and other receivables | 1,096 | 2,053 |
| Income from investments, net | (1,600) | (3,278) |
| Return on capital from unconsolidated real estate ventures | 1,331 | 1,680 |
| Other non-cash items | 3,446 | 4,626 |
| Changes in operating assets and liabilities: |  |  |
| Tenant and other receivables | (1,415) | 11,466 |
| Other assets, net | (13,328) | (13,337) |
| Accounts payable and accrued expenses | (9,520) | (9,446) |
| Other liabilities, net | (292) | (2,496) |
| Net cash provided by operating activities | 40,625 | 87,190 |
| INVESTING ACTIVITIES |  |  |
| Development costs, construction in progress and real estate additions | (92,168) | (172,051) |
| Acquisition of real estate | (40,267) | — |
| Proceeds from the sale of real estate | 537,641 | 97,010 |
| Proceeds from derivative financial instruments | 7,376 | 5,073 |
| Payments on derivative financial instruments | (12,960) | (6,468) |
| Distributions of capital from unconsolidated real estate ventures and other investments | 2,276 | 163,880 |
| Investments in unconsolidated real estate ventures and other investments | (4,776) | (5,027) |
| Net cash provided by investing activities | 397,122 | 82,417 |
| FINANCING ACTIVITIES |  |  |
| Borrowings under mortgage loans | 281,381 | 112,612 |
| Borrowings under revolving credit facility | 766,000 | 223,000 |
| Repayments of mortgage loans | (506,501) | (85,662) |
| Repayments of revolving credit facility | (691,000) | (195,000) |
| Proceeds from derivative financial instruments | 7,835 | — |
| Payments on derivative financial instruments | (3,209) | (4,422) |
| Debt issuance and modification costs | (5,207) | (359) |
| Acquisition of noncontrolling interests | — | (26,569) |
| Proceeds from common shares issued pursuant to ESPP | 653 | 792 |
| Common shares repurchased | (435,784) | (168,371) |
| Dividends paid to common shareholders | (38,050) | (47,186) |
| Distributions to redeemable noncontrolling interests | (9,278) | (8,714) |
| Proceeds from the sale of interest in consolidated real estate venture | 100,000 | — |
| Distributions to noncontrolling interests | — | (25) |
| Net cash used in financing activities | (533,160) | (199,904) |

​

**JBG SMITH PROPERTIES**

**Condensed Consolidated Statements of Cash Flows**

**(Unaudited)**

**(In thousands)**

​

| Line item | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- |
| Net decrease in cash and cash equivalents, and restricted cash | $(95,413) | $(30,297) |
| Cash and cash equivalents, and restricted cash, beginning of period | 183,192 | 200,441 |
| Cash and cash equivalents, and restricted cash, end of period | $87,779 | $170,144 |
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD |  |  |
| Cash and cash equivalents | $64,437 | $136,983 |
| Restricted cash | 23,342 | 33,161 |
| Cash and cash equivalents, and restricted cash | $87,779 | $170,144 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION |  |  |
| Cash paid for interest (net of capitalized interest of $4,379 and $8,477 in 2025 and 2024) | $95,197 | $84,195 |
| Accrued capital expenditures included in accounts payable and accrued expenses | 35,238 | 46,182 |
| Write-off of fully depreciated assets | 27,968 | 28,617 |
| Redemption of OP Units for common shares | 20,150 | 13,769 |
| Redeemable noncontrolling interests redemption value adjustment | 71,521 | 14,924 |
| Derecognition of operating lease right-of-use asset | — | 13,724 |
| Derecognition of liabilities related to operating lease right-of-use asset | — | 13,724 |
| Cash paid for amounts included in the measurement of lease liabilities for operating leases | 5,027 | 7,980 |

​

​

See accompanying notes to the condensed consolidated financial statements (unaudited).

​

​

​

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 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.

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 September 30, 2025, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 81.3% 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 September 30, 2025, our Operating Portfolio consisted of 37 operating assets comprising 14 multifamily assets totaling 6,164 units (5,978 units at our share), 21 commercial assets totaling 7.0 million square feet (6.7 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 355 units (355 units at our share) and 19 assets in the development pipeline totaling 10.7 million square feet (8.7 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 and nine months ended September 30, 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").

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 September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 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,

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.**Acquisitions and Dispositions

*Acquisitions*

In September 2025, we acquired the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, a 210,410 square-foot commercial asset in Washington D.C., for no consideration. We had discontinued applying the equity method of accounting on this investment in 2018 as we had received cumulative distributions in excess of our cumulative contributions and share of earnings, which reduced our investment to zero. 1101 17th Street was consolidated as of the date of acquisition, and we recorded our investment in the asset at the net carryover basis of our previously held equity investment. We recorded assets of $32.3 million primarily consisting of land, and we recorded liabilities of $32.3 million primarily consisting of $30.4 million related to the estimated fair value of a $60.0 million non-recourse interest-only mortgage loan with a fixed interest rate of 3.40% and a maturity date of July 14, 2026.

In May 2025, we acquired Tysons Dulles Plaza, a 491,494 square-foot commercial asset in Tysons, Virginia, through a reverse like-kind exchange agreement pursuant to Section 1031 of the Code (a "Reverse 1031 Exchange") with a third-party intermediary, for $42.3 million, exclusive of $413,000 of transaction costs that were capitalized as part of the acquisition. See Note 5 for additional information.

*Dispositions*

The following summarizes activity for the nine months ended September 30, 2025:

​

| Date Disposed | Assets | Segment | Gross / Sales / Price | Cash / Proceeds / from Sale | Gain (Loss) / on the Sale / of Real / Estate |
| --- | --- | --- | --- | --- | --- |
|  |  |  | (In thousands) |  |  |
| July 10, 2025 | The Batley | Multifamily | $155,000 | $150,053 | $(39) |
| June 25, 2025 | WestEnd25 (1) | Multifamily | 186,000 | 181,098 | 42,309 |
| June 20, 2025 | Development Parcel | Other | 11,000 | 10,355 | (539) |
| February 19, 2025 | 8001 Woodmont (2) | Multifamily | 194,000 | 188,779 | (840) |
|  | Other (3) |  |  |  | 6,138 |
|  |  |  |  |  | $47,029 |

​

​

​

(1) In connection with the sale, we repaid the related $97.5 million mortgage loan and terminated the related interest rate swap resulting in a $2.2 million gain, which was included in "Gain (loss) on the extinguishment of debt, net" in our statement of operations for the nine months ended September 30, 2025.

(2) In connection with the sale, we repaid the related $99.7 million mortgage loan.

(3) Includes a $4.7 million gain related to permanent land easement transactions across various parcels in National Landing and a gain of $1.4 million related to prior year dispositions.

In May 2025, we sold a 40.0% noncontrolling interest in a real estate venture that owns West Half, a multifamily asset in Washington, D.C., for $100.0 million. See Note 9 for additional information.

​

​

​

​

​

**4.**Investments in Unconsolidated Real Estate Ventures

The following summarizes the composition of our investments in unconsolidated real estate ventures:

| Real Estate Venture | Effective / Ownership / Interest (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| J.P. Morgan Global Alternatives ("J.P. Morgan") (2) | 50.0% | $74,428 | $74,188 |
| 4747 Bethesda Venture | 20.0% | 8,807 | 10,813 |
| Brandywine Realty Trust | 30.0% | 7,039 | 6,954 |
| Other |  | 1,265 | 1,699 |
| Total investments in unconsolidated real estate ventures (3) (4) |  | $91,539 | $93,654 |

(1) Reflects our effective ownership interests as of September 30, 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 our 10.0% subordinated interest in one commercial building and the Fortress Assets. See Note 1 for more information. Also, as of December 31, 2024, excluded our interest in an investment in the real estate venture that owned 1101 17th Street for which we had discontinued applying the equity method of accounting in 2018 as we had received cumulative distributions in excess of our cumulative contributions and share of earnings, which reduced our investment to zero; further, we were not obligated to provide for losses, had not guaranteed its obligations or otherwise committed to provide financial support. In September 2025, we acquired the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, which was consolidated as of the date of acquisition. See Note 3 for additional information.

(4) As of September 30, 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 $2.2 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 $8.3 million for the three and nine months ended September 30, 2025, and $4.4 million and $13.0 million for the three and nine months ended September 30, 2024.

 The following summarizes the debt of our unconsolidated real estate ventures:

​

| Line item | Weighted / Average Effective / Interest Rate (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| Variable rate (2) | 5.48% | $175,000 | $175,000 |
| Fixed rate (3) | — | — | 60,000 |
| Mortgage loans |  | 175,000 | 235,000 |
| Unamortized deferred financing costs and premium / discount, net |  | (3,758) | (5,795) |
| Mortgage loans, net (4) |  | $171,242 | $229,205 |

(1) Weighted average effective interest rate as of September 30, 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. The $60.0 million mortgage loan outstanding as of December 31, 2024 was assumed as part of our acquisition of the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street. See Note 3 for additional information.

(4) See Note 17 for additional information on guarantees of the debt of our unconsolidated real estate ventures.

The following summarizes financial information for our unconsolidated real estate ventures:

​

_(In thousands)_

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Combined balance sheet information: (1) |  |  |
| Real estate, net | $383,008 | $424,170 |
| Other assets, net | 48,362 | 64,478 |
| Total assets | $431,370 | $488,648 |
| Mortgage loans, net | $171,242 | $229,205 |
| Other liabilities, net | 22,171 | 27,019 |
| Total liabilities | 193,413 | 256,224 |
| Total equity | 237,957 | 232,424 |
| Total liabilities and equity | $431,370 | $488,648 |

​

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Combined income statement information: (1) (2) |  |  |  |  |
| Total revenue | $7,483 | $7,903 | $24,061 | $29,097 |
| Operating income (3) | 446 | 776 | 7,094 | 6,714 |
| Net loss (3) | (3,612) | (3,226) | (4,699) | (5,093) |

(1) Excludes amounts related to the Fortress Assets and one commercial building in which we have a 10.0% subordinated interest.

(2) Excludes amounts 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.

(3) Includes a $3.0 million gain for the nine months ended September 30, 2025 related to a prior year disposition. Includes the gain on the sale of Central Place Tower of $894,000 for the nine months ended September 30, 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 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 September 30, 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 September 30, 2025 and December 31, 2024, the net carrying amounts of our investment in these entities were $82.3 million and $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 most significant consolidated VIE. We hold 81.3% 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.

In conjunction with the acquisition of Tysons Dulles Plaza in May 2025, we entered into a Reverse 1031 Exchange with a third-party intermediary, which was the legal owner of the entity that owned this asset. We determined that this entity was a VIE and that we were the primary beneficiary of the VIE. Accordingly, we consolidated the asset and its operations as of the acquisition date. Legal ownership of this entity was transferred to us by the third-party intermediary in July 2025.

**6.**Other Assets, Net

The following summarizes other assets, net:

_(In thousands)_

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Prepaid expenses | $20,477 | $10,834 |
| Derivative financial instruments, at fair value | 15,981 | 25,682 |
| Deferred financing costs, net | 5,091 | 7,280 |
| Operating lease right-of-use assets | 42,145 | 44,034 |
| Investments in funds (1) | 31,498 | 27,665 |
| Other investments (2) | 11,926 | 11,343 |
| Other | 4,264 | 4,480 |
| Total other assets, net | $131,382 | $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. The following summarizes unrealized and realized gains (losses), which were included in "Interest and other income, net" in our statements of operations:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Unrealized gains | $2,300 | $2,677 | $2,017 | $3,971 |
| Realized losses | (69) | (143) | (69) | (765) |

​

(2) Primarily consists of equity investments in the Washington Housing Initiative ("WHI") Impact Pool and the LEO Impact Housing Fund. See Note 18 for additional information.

​

​

​

**7.**Debt

Mortgage Loans

The following summarizes mortgage loans:

​

| Line item | Weighted Average / Effective / Interest Rate (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| Variable rate (2) | 5.46% | $552,117 | $587,254 |
| Fixed rate (3) | 5.12% | 1,069,052 | 1,196,479 |
| Mortgage loans |  | 1,621,169 | 1,783,733 |
| Unamortized deferred financing costs and premium / discount, net (4) |  | (43,373) | (16,560) |
| Mortgage loans, net |  | $1,577,796 | $1,767,173 |

(1) Weighted average effective interest rate as of September 30, 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 3.17%, and the weighted average maturity date of the interest rate caps is in the fourth quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of September 30, 2025, one-month term Secured Overnight Financing Rate ("SOFR") was 4.13%.

(3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements.

(4) As of September 30, 2025, includes a discount of $29.6 million related to the mortgage loan assumed in connection with the acquisition of 1101 17th Street. See Note 3 for additional information.

As of September 30, 2025 and December 31, 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $1.7 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 June 2025, in connection with the sale of WestEnd25, we repaid the related $97.5 million mortgage loan. In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $99.7 million mortgage loan.

In September 2025, in connection with the acquisition of the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, we assumed the related $60.0 million non-recourse interest-only mortgage loan with a fixed interest rate of 3.40% and a maturity date of July 14, 2026, which was recorded at its estimated fair value of $30.4 million. See Note 3 for additional information. 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 September 30, 2025 and December 31, 2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $802.6 million and $1.4 billion. See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of September 30, 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.

The following summarizes amounts outstanding under the revolving credit facility and term loans:

​

| Line item | Effective / Interest Rate (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| Revolving credit facility (2) (3) | 5.73% | $160,000 | $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 |  | (1,550) | (2,147) |
| Term loans, net |  | $718,450 | $717,853 |

(1) Effective interest rate as of September 30, 2025. The interest rate for our revolving credit facility excludes a 0.20% facility fee.

(2) As of September 30, 2025, daily SOFR was 4.24%. As of September 30, 2025 and December 31, 2024, letters of credit totaling $4.8 million and $15.2 million were outstanding under our revolving credit facility.

(3) As of September 30, 2025 and December 31, 2024, excludes $5.1 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 summarizes other liabilities, net:

​

_(In thousands)_

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Lease intangible liabilities, net | $1,892 | $1,283 |
| Lease incentive liabilities | 9,253 | 2,590 |
| Liabilities related to operating lease right-of-use assets | 41,639 | 44,430 |
| Prepaid rent | 12,334 | 12,978 |
| Security deposits | 13,285 | 11,167 |
| Environmental liabilities | 17,468 | 17,468 |
| Deferred tax liability, net | 4,420 | 3,917 |
| Dividends payable | — | 17,611 |
| Derivative financial instruments, at fair value | 13,234 | 2,395 |
| Accrual for loss contingencies | 2,500 | — |
| Other | 8,666 | 1,988 |
| Total other liabilities, net | $124,691 | $115,827 |

​

​

​

​

**9.**Redeemable Noncontrolling Interests

*JBG SMITH LP*

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 convertible into OP Units. During the nine months ended September 30, 2025 and 2024, unitholders redeemed 1.2 million and 827,012 OP Units, which we elected to redeem for an equivalent number of our common shares. As of September 30, 2025, outstanding OP Units and convertible LTIP Units totaled 13.6 million, representing an 18.7% 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. During the fourth quarter of 2025, through October 24, 2025, unitholders redeemed 262,641 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

*Consolidated Real Estate Venture*

In May 2025, we sold a 40.0% noncontrolling interest in a real estate venture that owns West Half, a multifamily asset in Washington, D.C., for $100.0 million. Following this transaction, we retained a 60.0% ownership interest and control of the venture. We accounted for this transaction as an equity transaction and will continue to account for the asset on a consolidated basis. Pursuant to the terms of the venture agreement: (i) operating distributions are made in accordance with ownership percentages and liquidity event distributions are made pursuant to a waterfall structure whereby our venture partner is entitled to a priority return; (ii) we are required to fund all cash flow deficits; (iii) we have the right to cause a sale of the property as long as the proceeds from the sale are sufficient to cover our venture partner’s interest and required return; and (iv) our venture partner has the right, but not the obligation, to cause a sale of the property after the second-year anniversary of closing upon which we can either acquire our venture partner’s interest or market the asset for sale.

Given these rights held by our venture partner, we account for its interest in the venture as a redeemable noncontrolling interest. The carrying amount of the redeemable noncontrolling interest is adjusted at the end of each reporting period to reflect the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income (loss) and distributions, or (ii) the redemption value at the balance sheet date. Any adjustments to the carrying amount are recognized in "Additional paid-in capital" in our balance sheets.

The following summarizes the activity of redeemable noncontrolling interests:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 / JBG / SMITH LP | Three Months Ended September 30, 2025 / Consolidated / Real Estate / Venture | Three Months Ended September 30, 2025 / Total | Three Months Ended September 30, 2024 / JBG / SMITH LP |
| --- | --- | --- | --- | --- |
| Balance, beginning of period | $429,203 | $114,000 | $543,203 | $436,673 |
| Redemptions | (9,296) | — | (9,296) | (3,553) |
| Net income (loss) | (6,541) | 84 | (6,457) | (4,365) |
| Other comprehensive loss | (181) | — | (181) | (5,595) |
| Contributions (distributions), net | (2,883) | (674) | (3,557) | (2,874) |
| Share-based compensation expense | 3,591 | — | 3,591 | 4,424 |
| Adjustment to redemption value | 38,455 | 442 | 38,897 | 20,235 |
| Balance, end of period | $452,348 | $113,852 | $566,200 | $444,945 |
|  | Nine Months Ended September 30, |  |  |  |
|  | 2025 |  |  | 2024 |
|  |  | Consolidated |  |  |
|  | JBG | Real Estate |  | JBG |
|  | SMITH LP | Venture | Total | SMITH LP |
|  | (In thousands) |  |  |  |
| Balance, beginning of period | $423,632 | — | $423,632 | $440,737 |
| Redemptions | (20,150) | — | (20,150) | (13,769) |
| LTIP Units issued in lieu of cash compensation (1) | 3,048 | — | 3,048 | 3,836 |
| Net income (loss) | (18,481) | 106 | (18,375) | (12,353) |
| Other comprehensive loss | (3,627) | — | (3,627) | (4,003) |
| Contributions (distributions), net | (5,781) | 99,326 | 93,545 | (8,714) |
| Share-based compensation expense | 16,606 | — | 16,606 | 24,287 |
| Adjustment to redemption value | 57,101 | 14,420 | 71,521 | 14,924 |
| Balance, end of period | $452,348 | $113,852 | $566,200 | $444,945 |

(1) See Note 11 for additional information.

**10.**Property Rental Revenue

The following summarizes property rental revenue from our non-cancellable leases:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Fixed | $95,965 | $105,015 | $288,857 | $321,594 |
| Variable | 8,016 | 8,334 | 23,132 | 26,927 |
| Property rental revenue | $103,981 | $113,349 | $311,989 | $348,521 |

​

​

**11.**Share-Based Payments

LTIP Units and Time-Based LTIP Units

During the nine months ended September 30, 2025, we granted to certain employees 739,391 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 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.

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.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 2025 was $14.0 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 | 3.9% to 4.4% |
| Post-grant restriction periods | 2 to 7 years |

​

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 nine months ended September 30, 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 with a grant-date fair value of $15.44 per unit. Vesting requirements and compensation expense recognition for the RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2025. The aggregate grant-date fair value of the RSUs was $1.5 million. The RSUs were valued based on the closing common share price on the date of grant.

ESPP

Pursuant to the ESPP, employees purchased 48,017 common shares for $653,000 during the nine months ended September 30, 2025, valued using the Black-Scholes model based on the following significant assumptions:

​

|  |  |
| --- | --- |
| Expected volatility | 32.0% to 37.0% |
| Dividend yield | 4.1% to 4.7% |
| Risk-free interest rate | 4.4% |
| Expected life | 3 months |

​

Share-Based Compensation Expense

The following summarizes share-based compensation expense:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Time-Based LTIP Units | $2,602 | $3,191 |  | $12,031 | $14,548 |
| AO LTIP Units and Performance-Based LTIP Units | 989 | 1,233 |  | 3,675 | 8,187 |
| LTIP Units | — | — |  | 900 | 1,552 |
| Other equity awards (1) | 1,590 | 1,082 |  | 4,093 | 3,294 |
| Total share-based compensation expense | 5,181 | 5,506 |  | 20,699 | 27,581 |
| Less: amount capitalized | (214) | (377) |  | (845) | (1,423) |
| Share-based compensation expense | $4,967 | $5,129 |  | $19,854 | $26,158 |

(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 September 30, 2025, we had $17.3 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 1.8 years.

**12.**Transaction and Other Costs

The following summarizes transaction and other costs:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Completed, potential and pursued transaction expenses (1) | $141 | $104 |  | $2,703 | $1,645 |
| Severance and other costs | 325 | 563 |  | 2,104 | 1,075 |
| Demolition costs | 28 | — |  | 444 | 285 |
| Transaction and other costs | $494 | $667 |  | $5,251 | $3,005 |

(1) Primarily consists of deal costs and legal costs related to pursued transactions.

**13.**Interest Expense

The following summarizes interest expense:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Interest expense before capitalized interest | $32,501 | $35,142 |  | $100,274 | $97,216 |
| Amortization of deferred financing costs | 3,565 | 4,081 |  | 11,410 | 12,163 |
| Net unrealized (gain) loss on non-designated derivatives | (4) | 8 |  | (59) | 77 |
| Capitalized interest | (1,281) | (3,964) |  | (6,073) | (12,056) |
| Interest expense | $34,781 | $35,267 |  | $105,552 | $97,400 |

​

**14.**Shareholders' Equity and Loss Per Common Share

*Common Shares Repurchased*

Our Board of Trustees has authorized the repurchase of up to $2.0 billion of our outstanding common shares. During the three and nine months ended September 30, 2025, we repurchased and retired 3.1 million and 26.4 million common shares for $62.9 million and $435.3 million, a weighted average purchase price per share of $20.21 and $16.46. During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $50.2 million and $168.1 million, a weighted average purchase price per share of $16.23 and $15.61. Since we began the share repurchase program through September 30, 2025, we have repurchased and retired 83.2 million common shares for $1.6 billion, a weighted average purchase price per share of $18.78.

During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $7.9 million, a weighted average purchase price per share of $20.49, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

*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 summarizes the calculation of basic and diluted loss per common share and reconciles net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share:

​

_(In thousands, except per share amounts)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Net loss | $(35,012) | $(31,309) |  | $(111,891) | $(106,913) |
| Net loss attributable to redeemable noncontrolling interests | 6,457 | 4,365 |  | 18,375 | 12,353 |
| Net (income) loss attributable to noncontrolling interests | — | (36) |  | — | 10,931 |
| Net loss attributable to common shareholders | (28,555) | (26,980) |  | (93,516) | (83,629) |
| Distributions to participating securities | (449) | (439) |  | (903) | (1,596) |
| Net loss available to common shareholders - basic and diluted | $(29,004) | $(27,419) |  | $(94,419) | $(85,225) |
| Weighted average number of common shares outstanding - basic and diluted | 60,606 | 85,292 |  | 70,062 | 89,637 |
| Loss per common share - basic and diluted | $(0.48) | $(0.32) |  | $(1.35) | $(0.95) |

​

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 September 30, 2025 and 2024 is excluded in the computation of diluted loss per common share as the assumed redemption 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 and 8.0 million for the three and nine months ended September 30, 2025, and 7.9 million for three and nine months ended September 30, 2024, were excluded from the calculation of diluted loss per common share as they were antidilutive, but could be dilutive in the future.

​

*Dividends Declared in October 2025*

On October 23, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on November 20, 2025 to shareholders of record as of November 6, 2025.

*Issuance of Class B Common Shares ("Class B Shares")*

Effective October 27, 2025, 30.0 million authorized but unissued common shares were reclassified as Class B common shares, and on October 27, 2025, we issued 13.9 million Class B Shares, with a par value of $0.01 per share, to certain LTIP Unit and OP Unit holders. Holders of Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class. Class B Shares will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit. Class B Shares will not be listed on any national securities exchange, and do not have any economic rights or rights to any dividends, distributions or proceeds upon our liquidation. Similarly, the Class B shares will be excluded from the calculation of earnings (loss) per common share as they do not participate in profits or losses.

**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 September 30, 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 (loss) on our derivative financial instruments designated as effective hedges was ($2.9) million and $17.2 million as of September 30, 2025 and December 31, 2024 and was recorded in "Accumulated other comprehensive income (loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $371,000 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 summarizes assets and liabilities measured at fair value on a recurring basis:

​

_(In thousands)_

| September 30, 2025 | Fair Value Measurements / Total | Fair Value Measurements / Level 1 | Fair Value Measurements / Level 2 | Fair Value Measurements / Level 3 |
| --- | --- | --- | --- | --- |
| Derivative financial instruments designated as effective hedges: |  |  |  |  |
| Classified as assets in "Other assets, net" | $9,042 | — | $9,042 | — |
| Classified as liabilities in "Other liabilities, net" | 6,418 | — | 6,418 | — |
| Non-designated derivatives: |  |  |  |  |
| Classified as assets in "Other assets, net" | 6,939 | — | 6,939 | — |
| Classified as liabilities in "Other liabilities, net" | 6,816 | — | 6,816 | — |
| 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 September 30, 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 and nine months ended September 30, 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 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. Real estate held for sale is carried at the lower of carrying amounts or estimated fair value less disposal costs.

During the nine months ended September 30, 2025, this assessment resulted in the impairment of The Batley, 2200 Crystal Drive and a development parcel, which had an estimated fair value totaling $172.5 million based on a market approach and were classified as Level 2 in the fair value hierarchy. Impairment losses totaled $4.8 million and $45.1 million for the three and nine months ended September 30, 2025, which were included in "Impairment loss" in our statements of operations. The Batley was sold in July 2025.

Financial Assets and Liabilities Not Measured at Fair Value

As of September 30, 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:

​

_(In thousands)_

| Line item | September 30, 2025 / Carrying / Amount (1) | September 30, 2025 / Fair Value | December 31, 2024 / Carrying / Amount (1) | December 31, 2024 / Fair Value |
| --- | --- | --- | --- | --- |
| Financial liabilities: |  |  |  |  |
| Mortgage loans | $1,621,169 | $1,614,099 | $1,783,733 | $1,749,904 |
| Revolving credit facility | 160,000 | 160,098 | 85,000 | 84,886 |
| Term loans | 720,000 | 719,769 | 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.

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 summarizes NOI at our share for our multifamily and commercial segments, including a reconciliation to our total NOI at our share:

​

_Three Months Ended September 30, 2025 · (In thousands, at our share)_

| Line item | Multifamily | Commercial | Total |
| --- | --- | --- | --- |
| Property rental revenue | $47,450 | $52,587 | $100,037 |
| Other property revenue | 845 | 4,183 | 5,028 |
| Total property revenue | 48,295 | 56,770 | 105,065 |
| Property expense: |  |  |  |
| Real estate taxes | 5,484 | 5,902 | 11,386 |
| Payroll | 3,553 | 3,197 | 6,750 |
| Utilities | 4,115 | 4,342 | 8,457 |
| Repairs and maintenance | 5,909 | 5,300 | 11,209 |
| Other property operating | 3,054 | 4,774 | 7,828 |
| Total property expense | 22,115 | 23,515 | 45,630 |
| NOI from reportable segments | $26,180 | $33,255 | 59,435 |
| Other NOI (1) |  |  | (549) |
| NOI |  |  | $58,886 |
|  | Three Months Ended September 30, 2024 |  |  |
|  | Multifamily | Commercial | Total |
|  | (In thousands, at our share) |  |  |
| Property rental revenue | $55,425 | $55,688 | $111,113 |
| Other property revenue | 1,085 | 4,620 | 5,705 |
| Total property revenue | 56,510 | 60,308 | 116,818 |
| Property expense: |  |  |  |
| Real estate taxes | 5,861 | 5,031 | 10,892 |
| Payroll | 4,040 | 3,257 | 7,297 |
| Utilities | 4,440 | 4,518 | 8,958 |
| Repairs and maintenance | 6,369 | 5,464 | 11,833 |
| Other property operating | 3,495 | 4,515 | 8,010 |
| Total property expense | 24,205 | 22,785 | 46,990 |
| NOI from reportable segments | $32,305 | $37,523 | 69,828 |
| Other NOI (1) |  |  | (1,492) |
| NOI |  |  | $68,336 |

​

 ​

​

_Nine Months Ended September 30, 2025 · (In thousands, at our share)_

| Line item | Multifamily | Commercial | Total |
| --- | --- | --- | --- |
| Property rental revenue | $155,616 | $154,026 | $309,642 |
| Other property revenue | 2,120 | 12,487 | 14,607 |
| Total property revenue | 157,736 | 166,513 | 324,249 |
| Property expense: |  |  |  |
| Real estate taxes | 17,220 | 17,297 | 34,517 |
| Payroll | 11,141 | 9,306 | 20,447 |
| Utilities | 11,809 | 10,511 | 22,320 |
| Repairs and maintenance | 17,623 | 15,005 | 32,628 |
| Other property operating | 9,283 | 13,306 | 22,589 |
| Total property expense | 67,076 | 65,425 | 132,501 |
| NOI from reportable segments | $90,660 | $101,088 | 191,748 |
| Other NOI (1) |  |  | (1,937) |
| NOI |  |  | $189,811 |

​

_Nine Months Ended September 30, 2024 · (In thousands, at our share)_

| Line item | Multifamily | Commercial | Total |
| --- | --- | --- | --- |
| Property rental revenue | $159,359 | $177,320 | $336,679 |
| Other property revenue | 2,738 | 13,245 | 15,983 |
| Total property revenue | 162,097 | 190,565 | 352,662 |
| Property expense: |  |  |  |
| Real estate taxes | 16,740 | 20,705 | 37,445 |
| Payroll | 12,444 | 10,045 | 22,489 |
| Utilities | 11,376 | 11,389 | 22,765 |
| Repairs and maintenance | 16,200 | 16,272 | 32,472 |
| Other property operating | 8,468 | 13,054 | 21,522 |
| Total property expense | 65,228 | 71,465 | 136,693 |
| NOI from reportable segments | $96,869 | $119,100 | 215,969 |
| Other NOI (1) |  |  | (4,542) |
| NOI |  |  | $211,427 |

(1) Includes activity related to development assets and land assets for which we are the ground lessor.

The following summarizes our third-party real estate services business at our share:

​

_(In thousands, at our share)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Property management fees | $3,321 | $3,903 |  | $9,961 | $11,892 |
| Asset management fees | 1,049 | 1,139 |  | 2,335 | 3,305 |
| Development fees | 361 | 323 |  | 1,348 | 982 |
| Leasing fees | 583 | 998 |  | 2,336 | 3,246 |
| Construction management fees | 179 | 342 |  | 677 | 903 |
| Other service revenue | 1,082 | 1,551 |  | 3,152 | 3,812 |
| Third-party real estate services revenue, excluding reimbursements | 6,575 | 8,256 |  | 19,809 | 24,140 |
| Third-party real estate services expenses, excluding reimbursements | 5,725 | 7,166 |  | 18,358 | 28,428 |
| Net third-party real estate services, excluding reimbursements | $850 | $1,090 |  | $1,451 | $(4,288) |

​

​

The following reconciles revenue at our share to total revenue per the statements of operations:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| Total property revenue at our share | $105,065 | $116,818 |  | $324,249 | $352,662 |
| Third-party real estate services revenue, excluding reimbursements, at our share | 6,575 | 8,256 |  | 19,809 | 24,140 |
| Reimbursement revenue (1) | 8,077 | 8,473 |  | 24,126 | 27,109 |
| Our share of revenue attributable to unconsolidated real estate ventures | (2,146) | (2,147) |  | (6,403) | (8,667) |
| Real estate venture partner’s share of revenue attributable to consolidated real estate ventures | 1,761 | — |  | 2,269 | — |
| Other property revenue | 2,061 | 724 |  | 5,150 | 4,035 |
| Other adjustments (2) | 2,477 | 3,902 |  | 1,835 | 17,251 |
| Total revenue per statements of operations | $123,870 | $136,026 |  | $371,035 | $416,530 |

(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.

The following reconciles NOI at our share to loss before income tax (expense) benefit:

​

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | X | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- | --- |
| NOI at our share | $58,886 | $68,336 |  | $189,811 | $211,427 |
| Net third-party real estate services, excluding reimbursements, at our share | 850 | 1,090 |  | 1,451 | (4,288) |
| Add: |  |  |  |  |  |
| Income (loss) from unconsolidated real estate ventures, net | (664) | (745) |  | (165) | 4 |
| Interest and other income, net | 2,378 | 4,573 |  | 3,601 | 10,105 |
| Gain (loss) on the sale of real estate, net | 4,660 | (5,352) |  | 47,029 | (5,066) |
| Less: |  |  |  |  |  |
| Depreciation and amortization expense | 48,164 | 50,050 |  | 143,311 | 158,211 |
| General and administrative expense: corporate and other | 13,214 | 11,881 |  | 45,491 | 43,855 |
| Transaction and other costs | 494 | 667 |  | 5,251 | 3,005 |
| Interest expense | 34,781 | 35,267 |  | 105,552 | 97,400 |
| (Gain) loss on the extinguishment of debt, net | — | (43) |  | 2,402 | (43) |
| Impairment loss | 4,771 | — |  | 45,067 | 18,236 |
| Adjustments: |  |  |  |  |  |
| Our share of net third-party real estate services attributable to real estate ventures | (197) | (117) |  | (712) | (451) |
| NOI attributable to unconsolidated real estate ventures at our share | (1,012) | (1,292) |  | (3,289) | (5,506) |
| Real estate venture partner’s share of NOI attributable to consolidated real estate ventures | 915 | — |  | 1,187 | — |
| Non-cash rent adjustments (1) | (1,561) | 3,817 |  | (4,071) | 7,756 |
| Other adjustments (2) | 3,083 | (2,966) |  | 984 | (270) |
| Total adjustments | 1,228 | (558) |  | (5,901) | 1,529 |
| Loss before income tax (expense) benefit | $(34,086) | $(30,478) |  | $(111,248) | $(106,953) |

(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 $100.0 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 can obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of September 30, 2025, we had one asset under construction, Valen, and are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $26.1 million to complete, which we anticipate will be primarily expended over the next year.

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 September 30, 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. The District of Columbia is seeking monetary damages, equitable relief, attorneys’ fees, interest and costs. 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.

We, along with multiple other parties, are named defendants in a lawsuit arising out of a condominium development project known as Wardman Tower in Washington, D.C. The lawsuit was filed by the Wardman Tower Residential Condominium Unit Owners Association in the Superior Court of the District of Columbia on November 25, 2020. The lawsuit seeks damages resulting primarily from alleged construction and design deficiencies, alleged misrepresentations and claims alleged under the D.C. Consumer Protection Procedures Act ("CPPA"). The lawsuit seeks $185.0 million in compensatory damages, plus treble damages related to the CPPA claims, and attorney’s fees and costs. The lawsuit has been scheduled for a bench trial, which is currently set to begin on November 10, 2025. The Wardman Tower project was designed and constructed by other parties and achieved substantial completion prior to our formation. We were not involved in any way with the project but one of our subsidiary entities, that is not a defendant in the litigation, served as the fee developer for the project owner. We deny liability for the claims asserted and will vigorously defend ourselves against the claims alleged in the litigation. However, no assurance can be given that the matter will be resolved favorably.

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. Our accrual for loss contingencies relating to unresolved legal matters was included in "Other liabilities, net" in our balance sheets. Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

Other

As of September 30, 2025, we had committed tenant-related obligations totaling $33.7 million. 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 September 30, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

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 September 30, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets.

As of September 30, 2025, we had unfunded capital commitments totaling $6.4 million related to our investments in real estate-focused technology companies and $3.4 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund. See Note 18 for additional information.

 **18.**Transactions with Related Parties

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"). 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 ("LEO"), our workforce housing platform dedicated to acquiring, financing and operating multifamily housing in high impact neighborhoods to preserve affordability for middle-income residents, manages the 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. Additionally, LEO had an initial closing of its new multi-market fund, the LEO Impact Housing Fund, totaling $43.5 million ($64.5 million including accordions), which included a commitment from us of $1.3 million. As of September 30, 2025, our remaining unfunded commitments totaled $3.4 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates was $2.5 million and $7.3 million for the three and nine months ended September 30, 2025, and $3.2 million and $10.3 million for the three and nine months ended September 30, 2024. As of September 30, 2025 and December 31, 2024, we had receivables from the JBG Legacy Funds, the WHI Impact Pool, the LEO Impact Housing Fund and their affiliates totaling $966,000 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 $3.9 million of rent expense for the three and nine months ended September 30, 2025, and $1.3 million and $4.1 million of rent expense for the three and nine months ended September 30, 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 $1.9 million and $6.0 million for the three and nine months ended September 30, 2025, and $2.5 million and $7.2 million for the three and nine months ended September 30, 2024, which was included in "Property operating expenses" in our statements of operations.

## ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict such as the impact of the current government shutdown on the economic activity in the Washington, D.C. metropolitan area. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 18, 2025 ("Annual Report") and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

**Organization and Basis of Presentation**

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 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.

Substantially all our assets are held by, and our operations are conducted through JBG SMITH Properties LP, our operating partnership. 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.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024.

The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which 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 these estimates.

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.

Our three operating and reportable segments are multifamily, commercial and third-party real estate services.

Our revenues and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations; this seasonality affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.

We compete with many property owners and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt with acceptable terms as it comes due.

**Overview**

As of September 30, 2025, our Operating Portfolio consisted of 37 operating assets comprising 14 multifamily assets totaling 6,164 units (5,978 units at our share), 21 commercial assets totaling 7.0 million square feet (6.7 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 355 units (355 units at our share) and 19 assets in the development pipeline totaling 10.7 million square feet (8.7 million square feet at our share) of estimated potential development density.

We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of placemaking strategies. Our placemaking includes the delivery of new multifamily assets, the delivery of redeveloped and new office assets subject to demand therefor, amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. In 2024, we delivered The Grace and Reva with 808 multifamily units and approximately 38,000 square feet of retail space. In the first quarter of 2025, we completed construction on The Zoe, a 420-unit multifamily tower, and we have fully leased the approximately 8,000 square feet of ground floor retail. Valen, a 355-unit multifamily tower adjacent to The Zoe, was completed during the third quarter of 2025. Additionally, in 2024, we started construction on a new office amenity hub at 2011 Crystal Drive that, along with a repositioning of the asset itself, brings to National Landing a large-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

Outlook

The current government shutdown has already impacted the economic activity in the Washington, D.C. metropolitan area and, if prolonged, could begin to hinder tenants' desire to make leasing decisions, and significantly dampen regional economic activity. The uncertainty surrounding federal operations and procurement, particularly in a market as closely tied to government and defense spending as ours, poses real risks to growth and stability. Through all of this uncertainty, we remain focused on the fundamental component of our strategy of maximizing long-term net asst value ("NAV") per share through disciplined capital allocation and intend to continue seeking new investments that offer the most accretive returns and that align with our strategy and competitive advantages. We anticipate that new investments will be financed through a combination of asset sales, private equity joint ventures, and issuances of public equity. These new investments may include share repurchases, distressed office investments and other opportunistic investments in partnership with third-party capital. The latter may allow us to capitalize on distressed pricing in the office market, to monetize our land bank, and to generate additional fee and carried interest revenue. We intend to continue to opportunistically sell or recapitalize assets (which may be multifamily, commercial and/or retail assets) as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. In a climate where office valuations are near cyclical lows with limited liquidity, the most efficiently priced source of capital will likely come from our multifamily assets. To that end, we are currently marketing for sale select multifamily and land assets. During the nine months ended September 30, 2025, we sold three multifamily assets and one development parcel for total gross sales proceeds of $546.0 million and sold a 40.0% interest in a real estate venture that owns West Half, a multifamily asset, for $100.0 million. Recycling these assets will also further advance our strategy to concentrate our portfolio in National Landing. As long as we believe our share price does not reflect the underlying, intrinsic value of our business, we expect to continue repurchasing shares through our share repurchase plan (which had a capacity of $436.3 million as of September 30, 2025) and to fund such repurchases through such asset sales or recapitalizations.

Our operating multifamily portfolio occupancy was 87.2% as of September 30, 2025, an increase of 140 basis points as compared to June 30, 2025. During the third quarter of 2025, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 0.8% for new leases and increased by 4.6% upon renewal while achieving a 56.3% renewal rate across our portfolio. The Grace and Reva, which were placed into service the second quarter of 2024 were 83.8% and 81.2% leased, and The Zoe, which was placed into service the second quarter of 2025, was 50.8% leased as of September 30, 2025. Valen was completed during the third quarter of 2025. As a result of these deliveries, interest expense has increased for these assets as we have ceased capitalizing the related interest expense.

Our office portfolio occupancy was 75.7% as of September 30, 2025, an increase of 90 basis points as compared to June 30, 2025. Our leasing efforts continue to focus on buildings with long-term potential, concentrating occupancy in areas of

National Landing that we have enhanced through our placemaking initiatives and that are accessible via multi-modal transportation. We took approximately 618,000 office square feet out of service in 2024 at 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive. Additionally, during the first quarter of 2025, we took 197,124 square feet out of service at 1901 South Bell Street, a commercial asset, and expect to take the remainder of the asset out of service as tenants vacate. With the objective of ultimately reducing our competitive office inventory in National Landing, we expect to help foster a healthier long-term office market while repurposing older, underutilized buildings for redevelopment or conversion to multifamily housing, hospitality or other complimentary uses that will support a vibrant mixed-use environment.

We have 10.7 million square feet (8.7 million square feet at our share) of estimated potential development density in our development pipeline and intend to look to source joint venture capital as a means of funding these developments as market conditions permit.

New Tax Legislation

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our shareholders. Among other changes, this legislation (i) permanently extended the 20% deduction for "qualified REIT dividends" for individuals and other non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025 and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of "adjusted taxable income" for taxable years beginning after December 31, 2024.

Operating Results

Key highlights for the three and nine months ended September 30, 2025 included:

- net loss attributable to common shareholders of $28.6 million, or $0.48 per diluted common share, for the three months ended September 30, 2025 compared to $27.0 million, or $0.32 per diluted common share, for the three months ended September 30, 2024. Net loss attributable to common shareholders of $93.5 million, or $1.35 per diluted common share, for the nine months ended September 30, 2025 compared to $83.6 million, or $0.95 per diluted common share, for the nine months ended September 30, 2024;
- third-party real estate services revenue, including reimbursements, of $14.7 million and $44.4 million for the three and nine months ended September 30, 2025, and $17.1 million and $52.3 million for the three and nine months ended September 30, 2024;
- operating multifamily portfolio leased and occupied percentages(1) at our share of 89.1% and 87.2% as of September 30, 2025 as compared to 89.0% and 85.8% as of June 30, 2025, and 92.7% and 90.6% as of September 30, 2024;
- operating commercial portfolio leased and occupied percentages at our share of 77.6% and 75.7% as of September 30, 2025 compared to 76.5% and 74.8% as of June 30, 2025, and 80.7% and 79.1% as of September 30, 2024;
- the leasing of 182,000 square feet at our share, at an initial rent (2) of $46.97 per square foot and a GAAP-basis weighted average rent per square foot (3) of $47.07 for the three months ended September 30, 2025, and the leasing of 461,000 square feet at our share, at an initial rent (2) of $48.76 per square foot and a GAAP-basis weighted average rent per square foot (3) of $47.91 for the nine months ended September 30, 2025; and
- a decrease in same store (4) net operating income ("NOI") of 6.7% to $54.1 million for the three months ended September 30, 2025 compared to $57.9 million for the three months ended September 30, 2024, and a decrease in same store (4) NOI of 5.4% to $168.7 million for the nine months ended September 30, 2025 compared to $178.4 million for the nine months ended September 30, 2024.

| (1) | 2221 S. Clark Street - Residential and 900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties. |
| --- | --- |

(2) Represents the cash basis weighted average starting rent per square foot at our share, which excludes free rent, fixed escalations and percentage rent.

(3) Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations, but excluding the effect of percentage rent.

(4) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

Additionally, investing and financing activity during the nine months ended September 30, 2025 included:

- the acquisition of Tysons Dulles Plaza and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street. See Note 3 to the financial statements for additional information;
- the sale of The Batley, WestEnd25, 8001 Woodmont and a development parcel. See Note 3 to the financial statements for additional information;
- the sale of a 40.0% noncontrolling interest in a real estate venture that owns West Half. See Note 9 to the financial statements for additional information;
- the refinancing of the RiverHouse Apartments mortgage loan. See Note 7 to the financial statements for additional information;
- the net borrowing of $75.0 million under our revolving credit facility;
- the payment of dividends totaling $38.1 million and distributions to redeemable noncontrolling interests of $9.3 million;
- the repurchase and retirement of 26.4 million of our common shares for $435.3 million, a weighted average purchase price per share of $16.46; and
- the investment of $92.2 million in development costs, construction in progress and real estate additions.

Activity subsequent to September 30, 2025 included:

- the declaration of a quarterly dividend of $0.175 per common share, payable on November 20, 2025 to shareholders of record as of November 6, 2025; and
- the repurchase and retirement of 383,758 common shares for $7.9 million, a weighted average purchase price per share of $20.49, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

**Critical Accounting Estimates**

Our Annual Report contains a description of our critical accounting estimates, including asset acquisitions, real estate, investments in real estate ventures and revenue recognition. There have been no significant changes to our policies during the nine months ended September 30, 2025.

**Recent Accounting Pronouncements**

See Note 2 to the financial statements for a description of recent accounting pronouncements.

**Results of Operations**

During the nine months ended September 30, 2025, we sold The Batley, WestEnd25 and 8001 Woodmont, and in 2024, we sold North End Retail, Fort Totten Square and 2101 L Street. We collectively refer to these assets as the "Disposed Properties" in the discussion below. In 2024, we took 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive out of service, and during the first quarter of 2025, we took 197,124 square feet out of service at 1901 South Bell Street. During the nine months ended September 30, 2025, we acquired Tysons Dulles Plaza and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street. In 2024, we began leasing The Grace and Reva, and in 2025, we began leasing The Zoe and Valen.

*Comparison of the Three Months Ended September 30, 2025 to 2024*

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended September 30, 2025 compared to the same period in 2024:

_(Dollars in thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Three Months Ended September 30, / % Change |
| --- | --- | --- | --- |
| Property rental revenue | $103,981 | $113,349 | (8.3)% |
| Third-party real estate services revenue, including reimbursements | 14,711 | 17,061 | (13.8)% |
| Depreciation and amortization expense | 48,164 | 50,050 | (3.8)% |
| Property operating expense | 36,564 | 39,258 | (6.9)% |
| Real estate taxes expense | 12,284 | 11,812 | 4.0% |
| General and administrative expense: |  |  |  |
| Corporate and other | 13,214 | 11,881 | 11.2% |
| Third-party real estate services | 14,058 | 16,088 | (12.6)% |
| Interest expense | 34,781 | 35,267 | (1.4)% |
| Gain (loss) on the sale of real estate, net | 4,660 | (5,352) | (187.1)% |
| Impairment loss | 4,771 | — | * |

* Not meaningful.

Property rental revenue decreased by approximately $9.4 million, or 8.3%, to $104.0 million in 2025 from $113.3 million in 2024. The decrease was primarily due to a $6.1 million decrease in revenue from our multifamily assets and a $4.1 million decrease in revenue from our commercial assets. The decrease in revenue from our multifamily assets was primarily due to a $12.2 million decrease related to the Disposed Properties, partially offset by a $4.9 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio. The decrease in revenue from our commercial assets was primarily due to a $3.6 million decrease related to the Disposed Properties, a $1.3 million decrease related to taking 2200 Crystal Drive out of service, and lower occupancy across the portfolio, partially offset by a $4.0 million increase in lease termination revenue and a $3.9 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

Third-party real estate services revenue, including reimbursements, decreased by approximately $2.4 million, or 13.8%, to $14.7 million in 2025 from $17.1 million in 2024. The decrease was primarily due to a $704,000 decrease in property management fees, a $517,000 decrease in reimbursement revenue, a $494,000 decrease in other service revenue and a $417,000 decrease in leasing fees.

Depreciation and amortization expense decreased by approximately $1.9 million, or 3.8%, to $48.2 million in 2025 from $50.1 million in 2024. The decrease was primarily due to (i) a $6.1 million decrease related to the Disposed Properties, (ii) a $2.0 million decrease related to certain assets being fully depreciated in 2024 and (iii) a $1.4 million decrease related to certain assets written off in 2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $3.3 million increase related to 2231 Crystal Drive and 2011 Crystal Drive due to the acceleration of depreciation for certain assets in 2025, (v) a $3.1 million increase related to The Zoe and Valen, which were placed into service in 2025, and (vi) a $1.2 million increase related to the acquisition of Tysons Dulles Plaza.

Property operating expense decreased by approximately $2.7 million, or 6.9%, to $36.6 million in 2025 from $39.3 million in 2024. The decrease was primarily due to a $1.4 million decrease in property operating expense from our multifamily assets, a $1.1 million decrease in other property operating expense and a $178,000 decrease in property operating expense from our commercial assets. The decrease in property operating expense from our multifamily assets was primarily due to a $3.6 million decrease related to the Disposed Properties, partially offset by a $1.6 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher operating expenses primarily related to repairs and maintenance and utilities expenses across the portfolio. The decrease in other property operating expense was primarily due to a $915,000 decrease in insurance claims covered by our captive insurance subsidiary. The decrease in property operating expense from our commercial assets was primarily due to a $1.2 million decrease related to the Disposed Properties, partially offset by a $1.1 million increase related to the acquisition of Tysons Dulles Plaza.

Real estate taxes expense increased by approximately $472,000, or 4.0%, to $12.3 million in 2025 from $11.8 million in 2024. The increase was primarily due to a $634,000 increase related to The Grace, Reva, The Zoe and Valen, which were placed into service, and a $298,000 increase related to the acquisition of Tysons Dulles Plaza, partially offset by a $275,000 decrease related to the Disposed Properties.

General and administrative expense: corporate and other increased by approximately $1.3 million, or 11.2%, to $13.2 million in 2025 from $11.9 million in 2024. The increase was primarily due to an increase in professional fees and other overhead expenses, partially offset by lower compensation expenses.

General and administrative expense: third-party real estate services decreased by approximately $2.0 million, or 12.6%, to $14.1 million in 2025 from $16.1 million in 2024. The decrease was primarily due to lower compensation expenses and lower professional fees.

Interest expense decreased by approximately $486,000, or 1.4%, to $34.8 million in 2025 from $35.3 million in 2024. The decrease was primarily due to (i) a $3.5 million decrease related to the Disposed Properties and (ii) a $1.5 million decrease related to mortgage loans collateralized by 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2024. The decrease in interest expense was partially offset by (iii) a $2.7 million decrease in capitalized interest as The Zoe and Valen were placed into service, (iv) a $1.5 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility and (v) a $953,000 increase due to draws on the mortgage loan related to The Zoe and Valen.

Gain on the sale of real estate of $4.7 million in 2025 was primarily due to permanent land easement transactions across various parcels in National Landing. Loss on the sale of real estate of $5.4 million in 2024 was due to the sale of Fort Totten Square.

Impairment loss of $4.8 million in 2025 was related to 2200 Crystal Drive, which was written down to its estimated fair value.

Comparison of the Nine Months Ended September 30, 2025 to 2024

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the nine months ended September 30, 2025 compared to the same period in 2024:

_(Dollars in thousands)_

| Line item | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, / % Change |
| --- | --- | --- | --- |
| Property rental revenue | $311,989 | $348,521 | (10.5)% |
| Third-party real estate services revenue, including reimbursements | 44,430 | 52,326 | (15.1)% |
| Depreciation and amortization expense | 143,311 | 158,211 | (9.4)% |
| Property operating expense | 104,876 | 110,791 | (5.3)% |
| Real estate taxes expense | 37,107 | 40,006 | (7.2)% |
| General and administrative expense: |  |  |  |
| Corporate and other | 45,491 | 43,855 | 3.7% |
| Third-party real estate services | 43,691 | 57,065 | (23.4)% |
| Interest expense | 105,552 | 97,400 | 8.4% |
| Gain (loss) on the sale of real estate, net | 47,029 | (5,066) | * |
| Impairment loss | 45,067 | 18,236 | 147.1% |

* Not meaningful.

Property rental revenue decreased by approximately $36.5 million, or 10.5%, to $312.0 million in 2025 from $348.5 million in 2024. The decrease was primarily due to a $36.3 million decrease in revenue from our commercial assets and a $3.0 million decrease in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $12.2 million decrease related to the Disposed Properties, an $8.4 million decrease related to taking 2100 Crystal Drive, 2200 Crystal Drive and 1901 South Bell Street out of service, a $3.5 million decrease in lease termination revenue,

and lower occupancy across the portfolio, partially offset by a $6.2 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street. The decrease in revenue from our multifamily assets was primarily due to a $22.0 million decrease related to the Disposed Properties, partially offset by a $16.4 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio.

Third-party real estate services revenue, including reimbursements, decreased by approximately $7.9 million, or 15.1%, to $44.4 million in 2025 from $52.3 million in 2024. The decrease was primarily due to a $3.2 million decrease in reimbursement revenue, a $2.2 million decrease in property management fees, a $990,000 decrease in leasing fees and a $971,000 decrease in asset management fees.

Depreciation and amortization expense decreased by approximately $14.9 million, or 9.4%, to $143.3 million in 2025 from $158.2 million in 2024. The decrease was primarily due to (i) a $14.5 million decrease related to the Disposed Properties, (ii) an $11.1 million decrease related to 2100 Crystal Drive and Crystal Drive Retail due to the acceleration of depreciation of certain assets in 2024, (iii) a $4.2 million decrease related to certain assets being fully depreciated in 2024, (iv) a $1.5 million decrease related to 800 North Glebe Road due to the disposal of certain assets in 2024 and (v) a $1.4 million decrease related to certain assets written off in 2024. The decrease in depreciation and amortization expense was partially offset by (vi) a $10.5 million increase as The Grace, Reva, The Zoe and Valen were placed into service, (vii) a $5.9 million increase related to 2011 Crystal Drive and 2231 Crystal Drive due to the acceleration of depreciation for certain assets in 2025 and (viii) a $2.0 million increase related to the acquisition of Tysons Dulles Plaza.

Property operating expense decreased by approximately $5.9 million, or 5.3%, to $104.9 million in 2025 from $110.8 million in 2024. The decrease was primarily due to a $2.7 million decrease in property operating expense from our commercial assets, a $2.3 million decrease in other property operating expense and a $983,000 decrease in property operating expense from our multifamily assets. The decrease in property operating expense from our commercial assets was primarily due to a $3.5 million decrease related to the Disposed Properties, partially offset by a $1.7 million increase related to the acquisition of Tysons Dulles Plaza and higher operating expenses primarily due to marketing and utilities. The decrease in other property operating expense was primarily due to a $2.4 million decrease in insurance claims covered by our captive insurance subsidiary. The decrease in property operating expense from our multifamily assets was primarily due to a $6.8 million decrease related to the Disposed Properties, partially offset by a $4.2 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher operating expenses primarily related to repairs and maintenance and utilities.

Real estate taxes expense decreased by approximately $2.9 million, or 7.2%, to $37.1 million in 2025 from $40.0 million in 2024. The decrease was primarily due to a $3.4 million decrease related to the Disposed Properties and lower property value assessments for certain assets, partially offset by a $1.8 million increase related to The Grace, Reva, The Zoe and Valen, which were placed into service.

General and administrative expense: corporate and other increased by approximately $1.6 million, or 3.7%, to $45.5 million in 2025 from $43.9 million in 2024. The increase was primarily due to an increase in professional fees and other overhead expenses, partially offset by lower compensation expenses.

General and administrative expense: third-party real estate services decreased by approximately $13.4 million, or 23.4%, to $43.7 million in 2025 from $57.1 million in 2024. The decrease was primarily due to lower compensation expenses, lower third-party reimbursable expenses and lower professional fees.

Interest expense increased by approximately $8.2 million, or 8.4%, to $105.6 million in 2025 from $97.4 million in 2024. The increase was primarily due to (i) an $11.5 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (ii) a $6.0 million decrease in capitalized interest as The Grace, Reva, The Zoe and Valen were placed into service, (iii) a $3.5 million increase due to draws on the mortgage loan related to The Zoe and Valen, and (iv) a $2.9 million increase due to the expiration of interest rate swaps related to the RiverHouse Apartments mortgage loan and refinancing in March 2025 with a fixed interest rate mortgage loan. The increase in interest expense was partially offset by (v) a $7.8 million decrease related to the Disposed Properties, (vi) a $4.8 million decrease related to mortgage loans collateralized by 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2024, (vii) a $1.8 million decrease related to lower rates on variable rate mortgage loans and (viii) a $1.2 million

decrease related to The Grace and Reva mortgage loan, which was refinanced in December 2024 with a fixed interest rate mortgage loan.

Gain on the sale of real estate of $47.0 million in 2025 was primarily due to the sale of WestEnd25. Loss on the sale of real estate of $5.1 million in 2024 was primarily due to the sale of Fort Totten Square.

Impairment loss of $45.1 million in 2025 was related to The Batley, 2200 Crystal Drive and a development parcel, which were written down to their estimated fair value. Impairment loss of $18.2 million in 2024 was related to two development parcels, which were written down to their estimated fair value.

**Funds from Operations ("FFO")**

FFO is a non-GAAP financial measure computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit") in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains (losses) from the sale of certain real estate assets, gains (losses) from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions and other non-comparable income and expenses. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures used by other companies.

The following reconciles net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

_(In thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Net loss attributable to common shareholders | $(28,555) | $(26,980) | $(93,516) | $(83,629) |
| Net loss attributable to redeemable noncontrolling interests | (6,457) | (4,365) | (18,375) | (12,353) |
| Net income (loss) attributable to noncontrolling interests | — | 36 | — | (10,931) |
| Net loss | (35,012) | (31,309) | (111,891) | (106,913) |
| (Gain) loss on the sale of real estate, net of tax | (4,660) | 5,352 | (47,029) | 3,854 |
| Pro rata share of gain on the sale of unconsolidated real estate assets | — | — | (1,500) | (480) |
| Real estate depreciation and amortization | 47,837 | 48,385 | 140,306 | 153,203 |
| Real estate impairment loss | 4,771 | — | 36,584 | — |
| Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures | 777 | 796 | 2,342 | 3,086 |
| FFO attributable to redeemable noncontrolling interests in consolidated real estate ventures | (905) | — | (1,175) | — |
| FFO attributable to common limited partnership units ("OP Units") | 12,808 | 23,224 | 17,637 | 52,750 |
| FFO attributable to redeemable noncontrolling interests | (2,679) | (3,725) | (3,785) | (8,238) |
| FFO attributable to common shareholders | $10,129 | $19,499 | $13,852 | $44,512 |

​

​

​

**NOI and Same Store NOI**

NOI and same store NOI are non-GAAP financial measures management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI and same store NOI provide useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less

operating expenses and ground rent for operating leases, if applicable. NOI and same store NOI exclude 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. Management uses NOI, which includes our proportionate share of revenue and expenses attributable to real estate ventures, as a supplemental performance measure and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.

Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended September 30, 2025, our same store pool decreased to 33 properties from 34 properties due to the sale of The Batley. During the nine months ended September 30, 2025, our same store pool decreased to 33 properties from 36 properties due to the sale of The Batley, WestEnd25 and 8001 Woodmont. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same store NOI decreased $3.9 million, or 6.7%, to $54.1 million for the three months ended September 30, 2025 from $57.9 million for the same period in 2024. The decrease was substantially attributable to (i) lower occupancy and lower parking revenue in our commercial portfolio and (ii) lower occupancy and higher operating expenses, partially offset by higher rents and lower concessions in our multifamily portfolio. Same store NOI decreased $9.6 million, or 5.4%, to $168.7 million for the nine months ended September 30, 2025 from $178.4 million for the same period in 2024. The decrease was substantially attributable to (i) lower occupancy and recovery revenue, partially offset by lower real estate taxes in our commercial portfolio and (ii) lower occupancy and higher operating expenses, partially offset by higher rents in our multifamily portfolio.

The following reconciles net loss attributable to common shareholders to NOI at our share and same store NOI at our share. To conform to the current period presentation, we have included certain other property revenue in the calculation of NOI for the three and nine months ended September 30, 2024 to align with our internal reporting.

_(Dollars in thousands)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Net loss attributable to common shareholders | $(28,555) | $(26,980) | $(93,516) | $(83,629) |
| Net loss attributable to redeemable noncontrolling interests | (6,457) | (4,365) | (18,375) | (12,353) |
| Net income (loss) attributable to noncontrolling interests | — | 36 | — | (10,931) |
| Net loss | (35,012) | (31,309) | (111,891) | (106,913) |
| Add: |  |  |  |  |
| Depreciation and amortization expense | 48,164 | 50,050 | 143,311 | 158,211 |
| General and administrative expense: |  |  |  |  |
| Corporate and other | 13,214 | 11,881 | 45,491 | 43,855 |
| Third-party real estate services | 14,058 | 16,088 | 43,691 | 57,065 |
| Transaction and other costs | 494 | 667 | 5,251 | 3,005 |
| Interest expense | 34,781 | 35,267 | 105,552 | 97,400 |
| (Gain) loss on the extinguishment of debt, net | — | (43) | 2,402 | (43) |
| Impairment loss | 4,771 | — | 45,067 | 18,236 |
| Income tax expense (benefit) | 926 | 831 | 643 | (40) |
| Less: |  |  |  |  |
| Third-party real estate services, including reimbursements revenue | 14,711 | 17,061 | 44,430 | 52,326 |
| Income (loss) from unconsolidated real estate ventures, net | (664) | (745) | (165) | 4 |
| Interest and other income, net | 2,378 | 4,573 | 3,601 | 10,105 |
| Gain (loss) on the sale of real estate, net | 4,660 | (5,352) | 47,029 | (5,066) |
| Adjustments: |  |  |  |  |
| NOI attributable to unconsolidated real estate ventures at our share | 1,012 | 1,292 | 3,289 | 5,506 |
| Real estate venture partner’s share of NOI attributable to consolidated real estate ventures | (915) | — | (1,187) | — |
| Non-cash rent adjustments (1) | 1,561 | (3,817) | 4,071 | (7,756) |
| Other adjustments (2) | (3,083) | 2,966 | (984) | 270 |
| Total adjustments | (1,425) | 441 | 5,189 | (1,980) |
| NOI at our share | 58,886 | 68,336 | 189,811 | 211,427 |
| Less: out-of-service NOI loss (3) (4) | (1,677) | (2,261) | (5,366) | (7,632) |
| Operating Portfolio NOI (4) | 60,563 | 70,597 | 195,177 | 219,059 |
| Non-same store NOI (4) (5) | 6,507 | 12,672 | 26,457 | 40,704 |
| Same store NOI (4) (6) | $54,056 | $57,925 | $168,720 | $178,355 |
| Change in same store NOI | (6.7%) |  | (5.4%) |  |
| Number of properties in same store pool | 33 |  | 33 |  |

(1) Adjustment to exclude deferred rent, above/below market lease amortization and lease incentive amortization.

(2) Adjustment to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity.

(3) Includes the results of our under-construction assets and assets in the development pipeline.

(4) Represents amounts at our share.

(5) Includes the results of properties that were not in-service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

(6) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared.

*Reportable Segments*

Our three operating and reportable segments are multifamily, commercial, and third-party real estate services. We measure and evaluate the performance of our operating segments, with the exception of the third-party real estate services business, based on NOI at our share, which includes our proportionate share of revenue and expenses attributable to real estate ventures.

The following summarizes NOI at our share for our multifamily and commercial segments:

_(Dollars in thousands, at our share)_

| Line item | Multifamily / Three Months Ended September 30, 2025 | Multifamily / Three Months Ended September 30, 2024 | Multifamily / Three Months Ended September 30, / % Change | Commercial / Three Months Ended September 30, 2025 | Commercial / Three Months Ended September 30, 2024 | Commercial / Three Months Ended September 30, / % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Property rental revenue | $47,450 | $55,425 | (14.4)% | $52,587 | $55,688 | (5.6)% |
| Other property revenue | 845 | 1,085 | (22.1)% | 4,183 | 4,620 | (9.5)% |
| Total property revenue | 48,295 | 56,510 | (14.5)% | 56,770 | 60,308 | (5.9)% |
| Property expense: |  |  |  |  |  |  |
| Real estate taxes | 5,484 | 5,861 | (6.4)% | 5,902 | 5,031 | 17.3% |
| Payroll | 3,553 | 4,040 | (12.1)% | 3,197 | 3,257 | (1.8)% |
| Utilities | 4,115 | 4,440 | (7.3)% | 4,342 | 4,518 | (3.9)% |
| Repairs and maintenance | 5,909 | 6,369 | (7.2)% | 5,300 | 5,464 | (3.0)% |
| Other property operating | 3,054 | 3,495 | (12.6)% | 4,774 | 4,515 | 5.7% |
| Total property expense | 22,115 | 24,205 | (8.6)% | 23,515 | 22,785 | 3.2% |
| NOI from reportable segments | $26,180 | $32,305 | (19.0)% | $33,255 | $37,523 | (11.4)% |
|  | Multifamily |  |  | Commercial |  |  |
|  | Nine Months Ended September 30, |  |  |  |  |  |
|  | 2025 | 2024 | % Change | 2025 | 2024 | % Change |
|  | (Dollars in thousands, at our share) |  |  |  |  |  |
| Property rental revenue | $155,616 | $159,359 | (2.3)% | $154,026 | $177,320 | (13.1)% |
| Other property revenue | 2,120 | 2,738 | (22.6)% | 12,487 | 13,245 | (5.7)% |
| Total property revenue | 157,736 | 162,097 | (2.7)% | 166,513 | 190,565 | (12.6)% |
| Property expense: |  |  |  |  |  |  |
| Real estate taxes | 17,220 | 16,740 | 2.9% | 17,297 | 20,705 | (16.5)% |
| Payroll | 11,141 | 12,444 | (10.5)% | 9,306 | 10,045 | (7.4)% |
| Utilities | 11,809 | 11,376 | 3.8% | 10,511 | 11,389 | (7.7)% |
| Repairs and maintenance | 17,623 | 16,200 | 8.8% | 15,005 | 16,272 | (7.8)% |
| Other property operating | 9,283 | 8,468 | 9.6% | 13,306 | 13,054 | 1.9% |
| Total property expense | 67,076 | 65,228 | 2.8% | 65,425 | 71,465 | (8.5)% |
| NOI from reportable segments | $90,660 | $96,869 | (6.4)% | $101,088 | $119,100 | (15.1)% |

*Comparison of the Three Months Ended September 30, 2025 to 2024*

Multifamily: Property revenue decreased by $8.2 million, or 14.5%, to $48.3 million in 2025 from $56.5 million in 2024. NOI decreased by $6.1 million, or 19.0%, to $26.2 million in 2025 from $32.3 million in 2024. The decreases in property revenue at our share and NOI at our share were primarily due to the Disposed Properties, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio.

Commercial: Property revenue decreased by $3.5 million, or 5.9%, to $56.8 million in 2025 from $60.3 million in 2024. NOI decreased by $4.3 million, or 11.4%, to $33.3 million in 2025 from $37.5 million in 2024. The decreases in property revenue at our share and NOI at our share were primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by increases from the acquisition of Tysons Dulles Plaza.

*Comparison of the Nine Months Ended September 30, 2025 to 2024*

Multifamily: Property revenue decreased by $4.4 million, or 2.7%, to $157.7 million in 2025 from $162.1 million in 2024. NOI decreased by $6.2 million, or 6.4%, to $90.7 million in 2025 from $96.9 million in 2024. The decreases in property revenue at our share and NOI at our share were primarily due to the Disposed Properties, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio.

Commercial: Property revenue decreased by $24.1 million, or 12.6%, to $166.5 million in 2025 from $190.6 million in 2024. NOI decreased by $18.0 million, or 15.1%, to $101.1 million in 2025 from $119.1 million in 2024. The decreases in property revenue at our share and NOI at our share were primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by increases from the acquisition of Tysons Dulles Plaza.

With respect to the third-party real estate services business, we review 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. The following summarizes our third-party real estate services business at our share:

_(In thousands, at our share)_

| Line item | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Property management fees | $3,321 | $3,903 | $9,961 | $11,892 |
| Asset management fees | 1,049 | 1,139 | 2,335 | 3,305 |
| Development fees | 361 | 323 | 1,348 | 982 |
| Leasing fees | 583 | 998 | 2,336 | 3,246 |
| Construction management fees | 179 | 342 | 677 | 903 |
| Other service revenue | 1,082 | 1,551 | 3,152 | 3,812 |
| Third-party real estate services revenue, excluding reimbursements | 6,575 | 8,256 | 19,809 | 24,140 |
| Third-party real estate services expenses, excluding reimbursements | 5,725 | 7,166 | 18,358 | 28,428 |
| Net third-party real estate services, excluding reimbursements | $850 | $1,090 | $1,451 | $(4,288) |

*Comparison of the Three Months Ended September 30, 2025 to 2024*

Third-party real estate services revenue, excluding reimbursements, decreased by $1.7 million, or 20.4%, to $6.6 million in 2025 from $8.3 million in 2024. The decrease was primarily due to a $582,000 decrease in property management fees, a $469,000 decrease in other service revenue and a $415,000 decrease in leasing fees. Third-party real estate services expenses, excluding reimbursements, decreased by $1.4 million, or 20.1%, to $5.7 million in 2025 from $7.2 million in 2024. The decrease was primarily due to lower compensation expenses and lower professional fees.

*Comparison of the Nine Months Ended September 30, 2025 to 2024*

Third-party real estate services revenue, excluding reimbursements, decreased by $4.3 million, or 17.9%, to $19.8 million in 2025 from $24.1 million in 2024. The decrease was primarily due to a $1.9 million decrease in property management fees, a $970,000 decrease in asset management fees and a $910,000 decrease in leasing fees. Third-party real estate services expenses, excluding reimbursements, decreased by $10.1 million, or 35.4%, to $18.4 million in 2025 from $28.4 million in 2024. The decrease was primarily due to lower compensation expenses and lower professional fees.

**Liquidity and Capital Resources**

Property rental income is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party real estate services business provides fee-based real estate services. Our assets provide cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders, and distributions to holders of OP Units and long-term incentive partnership units ("LTIP Units"). Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales, and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, asset sales and recapitalizations, together with existing cash balances, will be

adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders, and distributions to holders of OP Units and LTIP Units.

*Mortgage Loans*

The following summarizes mortgage loans:

| Line item | Weighted Average / Effective / Interest Rate (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| Variable rate (2) | 5.46% | $552,117 | $587,254 |
| Fixed rate (3) | 5.12% | 1,069,052 | 1,196,479 |
| Mortgage loans |  | 1,621,169 | 1,783,733 |
| Unamortized deferred financing costs and premium/discount, net (4) |  | (43,373) | (16,560) |
| Mortgage loans, net |  | $1,577,796 | $1,767,173 |

(1) Weighted average effective interest rate as of September 30, 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 3.17%, and the weighted average maturity date of the interest rate caps is in the fourth quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of September 30, 2025, one-month term Secured Overnight Financing Rate ("SOFR") was 4.13%.

(3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements.

(4) As of September 30, 2025, includes a discount of $29.6 million related to the mortgage loan assumed in connection with the acquisition of 1101 17th Street. See Note 3 to the financial statements for additional information.

As of September 30, 2025 and December 31, 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $1.7 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 June 2025, in connection with the sale of WestEnd25, we repaid the related $97.5 million mortgage loan. In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $99.7 million mortgage loan.

In September 2025, in connection with the acquisition of the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, we assumed the related $60.0 million non-recourse interest-only mortgage loan with a fixed interest rate of 3.40% and a maturity date of July 14, 2026, which was recorded at its estimated fair value of $30.4 million. See Note 3 to the financial statements for additional information. 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 September 30, 2025 and December 31, 2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $802.6 million and $1.4 billion. See Note 15 to the financial statements for additional information.

*Revolving Credit Facility and Term Loans*

As of September 30, 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.

The following summarizes amounts outstanding under the revolving credit facility and term loans:

| Line item | Effective / Interest Rate (1) | September 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
|  |  | (In thousands) |  |
| Revolving credit facility (2) (3) | 5.73% | $160,000 | $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 |  | (1,550) | (2,147) |
| Term loans, net |  | $718,450 | $717,853 |

(1) Effective interest rate as of September 30, 2025. The interest rate for our revolving credit facility excludes a 0.20% facility fee.

(2) As of September 30, 2025, daily SOFR was 4.24%. As of September 30, 2025 and December 31, 2024, letters of credit totaling $4.8 million and $15.2 million were outstanding under our revolving credit facility.

(3) As of September 30, 2025 and December 31, 2024, excludes $5.1 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.

*Common Shares Repurchased*

Our Board of Trustees has authorized the repurchase of up to $2.0 billion of our outstanding common shares. During the three and nine months ended September 30, 2025, we repurchased and retired 3.1 million and 26.4 million common shares for $62.9 million and $435.3 million, a weighted average purchase price per share of $20.21 and $16.46. During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $50.2 million and $168.1 million, a weighted average purchase price per share of $16.23 and $15.61. Since we began the share repurchase program through September 30, 2025, we have repurchased and retired 83.2 million common shares for $1.6 billion, a weighted average purchase price per share of $18.78.

During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $7.9 million, a weighted average purchase price per share of $20.49, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.

*Material Cash Requirements*

Our material cash requirements for the next 12 months and beyond are to fund:

- normal recurring expenses;
- debt service and principal repayment obligations, including balloon payments on maturing mortgage loans — As of September 30, 2025, we had no debt scheduled to mature in 2025 and maturities totaling $365.0 million related to our consolidated entities scheduled to mature in 2026, of which $200.0 million has a one-year extension option;
- capital expenditures, including major renovations, tenant improvements and leasing costs — As of September 30, 2025, we had committed tenant-related obligations totaling $33.7 million;
- development expenditures — As of September 30, 2025, we had one asset under construction, Valen, and are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $26.1 million to complete, which we anticipate will be primarily expended over the next year;
- dividends to shareholders and distributions to holders of OP Units and LTIP Units — On October 23, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share;
- possible common share repurchases — During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $7.9 million; and
- possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.

We expect to satisfy these needs using one or more of the following:

- cash and cash equivalents — As of September 30, 2025, we had cash and cash equivalents of $64.4 million;
- cash flows from operations;
- distributions from real estate ventures;
- borrowing capacity under our revolving credit facility — As of September 30, 2025, we had $585.2 million of undrawn capacity under our revolving credit facility;
- proceeds from financings, joint venture capital, asset sales and recapitalizations; and
- proceeds from the issuance of securities.

During the nine months ended September 30, 2025, there were no significant changes to the material cash requirements information presented in Item 7 of Part II of our Annual Report.

See additional information in the following pages under "Commitments and Contingencies."

*Summary of Cash Flows*

The following summary discussion of our cash flows is based on our statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows:

_(In thousands)_

| Line item | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 |
| --- | --- | --- |
| Net cash provided by operating activities | $40,625 | $87,190 |
| Net cash provided by investing activities | 397,122 | 82,417 |
| Net cash used in financing activities | (533,160) | (199,904) |

​

*Cash Flows for the Nine Months Ended September 30, 2025*

Cash and cash equivalents, and restricted cash decreased $95.4 million to $87.8 million as of September 30, 2025, compared to $183.2 million as of December 31, 2024. This decrease resulted from $533.2 million of net cash used in financing activities, partially offset by $397.1 million of net cash provided by investing activities and $40.6 million of net cash provided by operating activities. Our outstanding debt was $2.5 billion and $2.6 billion as of September 30, 2025 and December 31, 2024.

Net cash provided by operating activities of $40.6 million comprised: (i) $63.8 million of net income (before $222.8 million of non-cash items and a $47.0 million gain on the sale of real estate) and (ii) $1.3 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $24.6 million of net change in operating assets and liabilities. Non-cash income adjustments of $222.8 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, amortization of lease incentives and deferred rent.

Net cash provided by investing activities of $397.1 million primarily comprised: (i) $537.6 million of proceeds from the sale of real estate, partially offset by (ii) $92.2 million of development costs, construction in progress and real estate additions and (iii) $40.3 million primarily related to the acquisition of Tysons Dulles Plaza in May 2025.

Net cash used in financing activities of $533.2 million primarily comprised: (i) $691.0 million of repayments on the revolving credit facility, (ii) $506.5 million of repayments of mortgage loans, (iii) $435.8 million of common shares repurchased and (iv) $38.1 million of dividends paid to common shareholders, partially offset by (v) $766.0 million of borrowings under the revolving credit facility, (vi) $281.4 million of borrowings under mortgage loans and (vii) $100.0 million of proceeds from the sale of a 40.0% noncontrolling interest in a real estate venture that owns West Half in May 2025.

*Unconsolidated Real Estate Ventures*

We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.

As of September 30, 2025, we had investments in unconsolidated real estate ventures totaling $91.5 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.

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 September 30, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

**Commitments and Contingencies**

*Insurance*

We maintain general liability insurance with limits of $100.0 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 can obtain, it could adversely affect our ability to finance or refinance our properties.

*Construction Commitments*

As of September 30, 2025, we had one asset under construction, Valen, and are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $26.1 million to complete, which we anticipate will be primarily expended over the next year.

*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. The District of Columbia is seeking monetary damages, equitable relief, attorneys’ fees, interest and costs. 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.

We, along with multiple other parties, are named defendants in a lawsuit arising out of a condominium development project known as Wardman Tower in Washington, D.C. The lawsuit was filed by the Wardman Tower Residential Condominium Unit Owners Association in the Superior Court of the District of Columbia on November 25, 2020. The lawsuit seeks damages resulting primarily from alleged construction and design deficiencies, alleged misrepresentations and claims alleged under the D.C. Consumer Protection Procedures Act ("CPPA"). The lawsuit seeks $185.0 million in compensatory damages, plus treble damages related to the CPPA claims, and attorney’s fees and costs. The lawsuit has been scheduled for a bench trial, which is currently set to begin on November 10, 2025. The Wardman Tower project was designed and constructed by other parties and achieved substantial completion prior to our formation. We were not involved in any way with the project but one of our subsidiary entities, that is not a defendant in the litigation, served as the fee developer for the project owner. We deny liability for the claims asserted and will vigorously defend ourselves against the claims alleged in the litigation. However, no assurance can be given that the matter will be resolved favorably.

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. Our accrual for loss contingencies relating to unresolved legal matters was included in "Other liabilities, net" in our balance sheets. Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

*Other*

As of September 30, 2025, we had committed tenant-related obligations totaling $33.7 million. The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

As of September 30, 2025, we had unfunded capital commitments totaling $6.4 million related to our investments in real estate-focused technology companies and $3.4 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund. See Note 18 to the financial statements for additional information.

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 September 30, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets.

**Environmental Matters**

Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances or petroleum products on, under or from that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence or release of hazardous or toxic substances or petroleum products, and the liability may be joint and several. The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell, operate, or develop the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our current and former assets, we may be potentially liable for these costs. The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental noncompliance or contamination becomes insolvent. The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the contaminant's presence can have adverse effects on operations and the redevelopment of our assets. To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.

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. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $17.5 million as of September 30, 2025 and December 31, 2024, and are included in "Other liabilities, net" in our balance sheets.

## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following summarizes our annual exposure to a change in interest rates:

_(Dollars in thousands)_

| Line item | September 30, 2025 / Balance | September 30, 2025 / Weighted / Average / Effective / Interest / Rate | September 30, 2025 / Annual / Effect of 1% / Change in / Base Rates | December 31, 2024 / Balance | December 31, 2024 / Weighted / Average / Effective / Interest / Rate |
| --- | --- | --- | --- | --- | --- |
| Debt (contractual balances): |  |  |  |  |  |
| Mortgage loans: |  |  |  |  |  |
| Variable rate (1) | $552,117 | 5.46% | $2,168 | $587,254 | 5.58% |
| Fixed rate (2) | 1,069,052 | 5.12% | — | 1,196,479 | 4.79% |
|  | $1,621,169 |  | $2,168 | $1,783,733 |  |
| Revolving credit facility and term loans: |  |  |  |  |  |
| Revolving credit facility (3) | $160,000 | 5.73% | $1,622 | $85,000 | 5.98% |
| Tranche A-1 Term Loan (4) | 200,000 | 5.34% | — | 200,000 | 5.34% |
| Tranche A-2 Term Loan (4) | 400,000 | 4.20% | — | 400,000 | 4.20% |
| 2023 Term Loan (4) | 120,000 | 5.41% | — | 120,000 | 5.41% |
|  | $880,000 |  | $1,622 | $805,000 |  |
| Pro rata share of debt of unconsolidated real estate ventures (contractual balances): |  |  |  |  |  |
| Variable rate (1) | $35,000 | 5.48% | $87 | $35,000 | 5.68% |
| Fixed rate (2) | — | — | — | 33,000 | 4.13% |
|  | $35,000 |  | $87 | $68,000 |  |

(1) Includes variable rate mortgage loans with interest rate cap agreements. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of September 30, 2025, one-month term SOFR was 4.13%. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates, as applicable.

(2) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements.

(3) As of September 30, 2025, daily SOFR was 4.24%. The interest rate for our revolving credit facility excludes a 0.20% facility fee.

(4) As of September 30, 2025 and December 31, 2024, the outstanding balance was fixed by interest rate swap agreements. The interest rate swaps fix SOFR at a weighted average interest rate of 4.00% for the Tranche A-1 Term Loan, 2.81% for the Tranche A-2 Term Loan and 4.01% for the 2023 Term Loan. See Note 7 to the financial statements for additional information.

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. As of September 30, 2025 and December 31, 2024, the estimated fair value of our consolidated debt was $2.5 billion and $2.6 billion. These estimates of fair value, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

Hedging Activities

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.

*Derivative Financial Instruments Designated as Effective Hedges*

Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis. We assess the effectiveness of our hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in "Accumulated other comprehensive income (loss)" in our balance sheets and is subsequently reclassified into "Interest expense" in our statements of operations in the period that the hedged forecasted transactions affect earnings. Our hedges become less than perfectly effective if the critical terms of the hedging instrument and the forecasted transactions do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and interest rates. In addition, we evaluate the default risk of the counterparty by monitoring the creditworthiness of the counterparty. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

As of September 30, 2025 and December 31, 2024, we had interest rate swap and cap agreements with an aggregate notional value of $1.4 billion and $2.0 billion, which were designated as effective hedges. The fair value of our interest rate swaps and caps designated as effective hedges primarily consisted of assets totaling $9.0 million and $23.4 million as of September 30, 2025 and December 31, 2024, included in "Other assets, net" in our balance sheets, and liabilities totaling $6.4 million and $90,000 as of September 30, 2025 and December 31, 2024, included in "Other liabilities, net" in our balance sheets.

*Non-Designated Derivatives*

Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains (losses) recorded in "Interest expense" in our statements of operations. As of September 30, 2025 and December 31, 2024, we had various interest rate cap agreements with an aggregate notional value of $167.5 million, which were non-designated derivatives. The fair value of our interest rate cap agreements, which were non-designated derivatives, consisted of assets totaling $6.9 million and $2.3 million as of September 30, 2025 and December 31, 2024, included in "Other assets, net" in our balance sheets, and liabilities totaling $6.8 million and $2.3 million as of September 30, 2025 and December 31, 2024, included in "Other liabilities, net" in our balance sheets.

## ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

PART II - OTHER INFORMATION

## ITEM 1. 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. The District of Columbia is seeking monetary damages, equitable relief, attorneys’ fees, interest, and costs. 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.

We, along with multiple other parties, are named defendants in a lawsuit arising out of a condominium development project known as Wardman Tower in Washington, D.C. The lawsuit was filed by the Wardman Tower Residential Condominium Unit Owners Association in the Superior Court of the District of Columbia on November 25, 2020. The lawsuit seeks damages resulting primarily from alleged construction and design deficiencies, alleged misrepresentations and claims alleged under the D.C. CPPA. The lawsuit seeks $185.0 million in compensatory damages, plus treble damages related to the CPPA claims, and attorney’s fees and costs. The lawsuit has been scheduled for a bench trial, which is currently set to begin on November 10, 2025. The Wardman Tower project was designed and constructed by other parties and achieved substantial completion prior to our formation. We were not involved in any way with the project but one of our subsidiary entities, that is not a defendant in the litigation, served as the fee developer for the project owner. We deny liability for the claims asserted and will vigorously defend ourselves against the claims alleged in the litigation. However, no assurance can be given that the matter will be resolved favorably.

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. Our accrual for loss contingencies relating to unresolved legal matters was included in "Other liabilities, net" in our balance sheets. Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

​

## ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report.

​

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable.

(b) Not applicable.

(c) Purchases of equity securities by the issuer and affiliated purchasers:

| Period | Total Number Of Common Shares Purchased | Average Price Paid Per Common Share | Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs | Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs |
| --- | --- | --- | --- | --- |
| July 1, 2025 - July 31, 2025 | 264,209 | $17.26 | 264,209 | $494,649,221 |
| August 1, 2025 - August 31, 2025 | 2,547,222 | 20.12 | 2,547,222 | 443,403,480 |
| September 1, 2025 - September 30, 2025 | 299,923 | 23.57 | 299,923 | 436,335,025 |
| Total for the three months ended September 30, 2025 | 3,111,354 | 20.21 | 3,111,354 |  |
| Total for the nine months ended September 30, 2025 | 26,440,624 | 16.46 | 26,440,624 |  |
| Program total since inception in March 2020 (1) | 83,241,970 | 18.78 | 83,241,970 |  |

(1) During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $7.9 million, a weighted average purchase price per share of $20.49, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

In June 2022, our Board of Trustees authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the authorized repurchase amount to $1.5 billion. In February 2025, our Board of Trustees increased our common share repurchase authorization to $2.0 billion. Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

​

## ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

​

## ITEM 5. OTHER INFORMATION

*Trading Arrangements*

During the three months ended September 30, 2025, 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."

*Second Amendment to Second Amended and Restated Limited Partnership Agreement*

On October 27, 2025, we, as general partner of JBG SMITH LP, entered into Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of JBG SMITH LP, dated as of December 17, 2020 (as so amended, the "Partnership Agreement"). Amendment No. 2 to the Partnership Agreement (the "Second Amendment") (i) provides that we can engage in Extraordinary Transactions (as defined therein) without a vote of the limited partners of JBG SMITH LP ("Unitholders"); provided the transactions meet certain customary requirements intended to protect Unitholders, (ii) adds a new provision giving us, as general partner, a limited call right to redeem, at any time, partnership units from any Unitholder that, at the time of the redemption, owns less than 10,000 partnership units and (iii) makes other conforming updates resulting from the changes described in clauses (i) and (ii). The Second Amendment was approved by holders of OP Units and LTIP Units (collectively, the "Unitholders") holding a majority of the partnership units entitled to vote thereon.

The foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.

*Articles Supplementary Reclassifying and Designating Class B Shares*

On October 24, 2025, we filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland (the "SDAT") to reclassify 30.0 million shares of our authorized but unissued common shares, par value $0.01 per share, as Class B Common Shares, with the powers, designations, preferences and other rights as set forth therein ("Class B Shares"). The Articles Supplementary became effective at 12:01 a.m. on October 27, 2025.

The Articles Supplementary provide that each Class B Share entitles the holder to one (1) vote on each matter upon which holders of common shares are entitled to vote, but Class B Shares have no separate class voting rights, except for amendments to the Declaration of Trust (as defined therein) that materially adversely affect the voting powers or other rights of holders of Class B Shares disproportionately relative to common shares; provided, however, that the amendment of the provisions of the Declaration of Trust to authorize or create, or to increase the authorized amount of, any class or series of shares of beneficial interest entitled to vote on matters as to which the common shares and the Class B Shares are entitled to vote shall not be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Class B Shares. Class B Shares do not have any economic rights or rights to any dividends, distributions or proceeds upon

our liquidation. One Class B Share will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit.

Class B Shares will not be listed on any national securities exchange and will generally not be transferable other than in connection with a permitted transfer of a Unitholder’s Elected Units (as defined below), in which case transfer of the corresponding Class B Shares would be required.

The foregoing description of the Articles Supplementary is not complete and is subject to and qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.4 to this Quarterly Report and is incorporated herein by reference.

*Issuance of Class B Shares*

In September 2025, we communicated with Unitholders to (i) seek approval of the Second Amendment and (ii) offer the Unitholders the right to affirmatively elect to receive a Class B Share for each partnership unit voted in favor of the Second Amendment (each, an "Elected Unit"). On October 27, 2025, we issued 13.9 million Class B Shares to Unitholders who approved the Second Amendment and elected to receive Class B Shares. As a result, Unitholders who hold Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class, except in the limited circumstances described above. The issuance of Class B Shares is exempt from registration under the Securities Act of 1933, as amended. It is contemplated that in the future, issuances of LTIP Units and OP Units will be accompanied by corresponding issuances of an equal number of Class B Shares.

## 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** | Articles Supplementary Establishing and Fixing the Rights and Preferences of a Class of Shares of Beneficial Interest. |
| 3.5 | 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** | Second Amendment to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties, LP. |
| 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. |
| 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.

​ ​

​

​

​

​

​

​

​

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 28, 2025 /s/ M. Moina Banerjee

​ M. Moina Banerjee

​ Chief Financial Officer

​ (Principal Financial Officer)

​

​

​ ​ ​

​ **JBG SMITH Properties**

​

Date: October 28, 2025 /s/ Angela Valdes

​ Angela Valdes

​ Chief Accounting Officer

​ (Principal Accounting Officer)

​

​

​

55

---

## EX-3.4

SEC source: [jbgs-20250930xex3d4.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex3d4.htm)

**Exhibit 3.4**

​

**JBG SMITH PROPERTIES**

**ARTICLES SUPPLEMENTARY ESTABLISHING and FIXING the rights and preferences of a CLASS of shares of beneficial interest**

JBG SMITH Properties, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

**FIRST**: The declaration of trust of the Trust (the “Declaration of Trust”) authorizes the issuance of 500,000,000 common shares of beneficial interest, par value $0.01 per share (“Common Shares”) of the Trust, and authorizes the Trust’s Board of Trustees (the “Board of Trustees”) to classify any unissued Common Shares into one or more classes or series of shares of beneficial interest from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of such shares.

​

**SECOND**: Pursuant to the authority expressly vested in the Board of Trustees by Article VI of the Declaration of Trust, the Board of Trustees, by resolution duly adopted at a meeting duly called and held on October 23, 2025, has hereby duly reclassified 30,000,000 authorized but unissued Common Shares of the Trust as “Class B Common Shares” (the “Class B Common Shares”).

**THIRD**: The following is a description of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of the Class B Common Shares of the Trust, which, upon any restatement of the Declaration of Trust, shall become part of Article VI of the Declaration of Trust, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof:

​

1.1 **Defined Terms.** Capitalized terms used and not defined herein shall have the meanings set forth in the Declaration of Trust.

​

“Affiliate” shall mean Affiliate as such term is defined in the Partnership Agreement.

​  
“Incapacity” and “Incapacitated” shall mean Incapacity and Incapacitated as such terms are defined in the Partnership Agreement.

​  
“OP Unit” shall mean a Partnership Unit as such term is defined in the Partnership Agreement.

​

“Operating Partnership” shall mean JBG Smith Properties LP, a Delaware limited partnership.

​

“Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended from time to time.

​

“Partnership Interest” shall mean Partnership Interest as such term is defined in the Partnership Agreement.

“Publicly Traded” shall mean listed or admitted to trading on the New York Stock Exchange, the Nasdaq Stock Market or another national securities exchange or designated for quotation on the over-the-counter market, or any successor to any of the foregoing.

​

      ​

  ​

  ​

​

“transfer” shall mean, (i) when used in these Articles Supplementary to refer to the transfer of an OP Unit, “transfer” as such term is defined in the Partnership Agreement and, (ii) when used in these Articles Supplementary to refer to the transfer of Class B Common Shares, “Transfer” as such term is defined in Article VII of the Declaration of Trust.

​

1.2 **Designation and Number.** A class of shares of beneficial interest designated as the “Class B Common Shares” (the “Class B Common Shares”), is hereby established by reclassifying a like number of Common Shares. The par value of the Class B Common Shares is $0.01 per share. The number of Class B Common Shares shall be 30,000,000 and the authorized number of Common Shares is automatically reduced by such number.

​

1.3 **Status** **of Acquired Class B Common Shares**. All Class B Common Shares which shall have been issued and subsequently redeemed, acquired or reacquired in any manner by the Trust, including pursuant to Section 1.8 below, shall be cancelled automatically and returned to the status of authorized but unissued Common Shares.

​

1.4 **Equal Status.** Except as expressly provided herein, each Class B Common Share shall have the same voting powers and restrictions on transfer and ownership set forth in Article VII of the Declaration of Trust as the Common Shares.

​

1.5 **No Dividends or other Distributions.** The holders of Class B Common Shares shall not be entitled to any regular or special dividend payments or other distributions from the Trust. Without limiting the foregoing, the holders of Class B Common Shares shall not be entitled to any dividends or other distributions declared or paid with respect the Common Shares, or any series thereof, or any other Shares whether paid in the ordinary course or upon any dissolution, liquidation (voluntary or otherwise), termination or winding up of the Trust.

​

1.6 **Voting Rights.**

1.6.1 Subject to the provisions of Article VII of the Declaration of Trust, and except as provided herein or otherwise specified in the Declaration of Trust, each Class B Common Share shall entitle the holder thereof to one vote on each matter upon which holders of Common Shares are entitled to vote. The Class B Common Shares and the Common Shares shall vote together as a single class, and, the holders of Class B Common Shares shall have no other voting rights as a separate class or otherwise except as otherwise provided herein. The holders of Class B Common Shares shall be entitled to receive notice of all meetings of the shareholders of the Trust at which the holders of Common Shares are entitled to such notice.

1.6.2 So long as any Class B Common Shares are outstanding, in addition to any other vote or consent of the shareholders required by law or by the Declaration of Trust, the affirmative vote or consent of the holders of a majority of the outstanding Class B Common Shares, voting separately as a class, will be required to effect or validate any amendment, alteration or repeal of any of the provisions of the Declaration of Trust (including these Articles Supplementary) that materially adversely affects the voting powers or other rights of the holders of the Class B Common Shares disproportionately relative to the Common

​

2

      ​

  ​

​

​

Shares; provided, however, that the amendment of the provisions of the Declaration of Trust so as to authorize or create, or to increase the authorized amount of, any class or series of shares of beneficial interest entitled to vote on matters as to which the Common Shares and the Class B Common Shares are entitled to vote shall not be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Class B Common Shares.

1.7 **Transfers.** ​

1.7.1 General. Except as provided herein, no holder of Class B Common Shares, shall transfer all or any of its Class B Common Shares to any transferee without the written consent of the Board of Trustees, which consent shall not be unreasonably withheld, conditioned or delayed.

​

1.7.2 Transfers to Affiliates. Any holder of Class B Common Shares permitted to transfer its OP Units to an Affiliate pursuant to Section 11.3.B. of the Partnership Agreement shall, in order to effectuate such permitted transfer of OP Units, be required to also transfer, to the same Affiliate, an identical number of such holder’s corresponding Class B Common Shares as the number of OP Units being transferred.

​

1.7.3 Incapacitated Holders of Class B Common Shares. If a holder of Class B Common Shares is subject to Incapacity, and the executor, administrator, trustee, committee, guardian, conservator or receiver of such holder’s estate is permitted to transfer such holder’s OP Units pursuant to Section 11.3.C. of the Partnership Agreement, the executor, administrator, trustee, committee, guardian, conservator or receiver of such holder’s estate shall, in order to effectuate such permitted transfer of OP Units, be required to also transfer, to the same transferee, an identical number of such holder’s corresponding Class B Common Shares as the number of OP Units being transferred.

​

1.7.4 Permitted Transfers. Any holder of Class B Common Shares permitted to transfer its OP Units pursuant to Section 11.3.D. of the Partnership Agreement shall, in order to effectuate such permitted transfer of OP Units, be required to also transfer, to the same transferee, an identical number of such holder’s Class B Common Shares as the number of OP Units being transferred.

​

1.7.5 Other Transfers. Any holder of Class B Common Shares permitted to transfer its OP Units pursuant to Article XI of the Partnership Agreement shall, in order to effectuate such permitted transfer of OP Units, be required to also transfer, to the same transferee, an identical number of such holder’s Class B Common Shares as the number of OP Units being transferred.

​

1.7.6 Excess OP Units.  In the event that a holder of Class B Common Shares holds more OP Units than Class B Common Shares (“Excess OP Units”), and such holder is otherwise permitted to transfer such Excess OP Units pursuant to the Partnership Agreement, the requirement to also transfer an identical number of such holder’s Class B Common Shares will not otherwise restrict or prohibit such holder from

​

3

      ​

  ​

​

​

transferring those Excess OP Units in a transfer permitted by the Partnership Agreement; provided, that in no event shall a holder of Class B Common Shares be permitted to transfer a number of OP Units that would result in such holder holding more Class B Common Shares than the number of OP Units held by the holder.

​

1.8 **Redemption of Class B Common Shares.** Upon the redemption of any OP Units held by a holder of Class B Common Shares, a corresponding number of Class B Common Shares held by such holder shall be automatically redeemed and cancelled by the Trust for no consideration without further notice to any such holder and without any further action by such holder or by the Trust. Notwithstanding the foregoing, Excess OP Units held by a holder of Class B Common Shares may be redeemed without automatic redemption and cancellation of a corresponding number of Class B Common Shares, provided that the redemption of Excess OP Units does not result in such holder holding more Class B Common Shares than the number of OP Units held by the holder.

​

1.9 **Not Listed for Trading.** Class B Common Shares shall not, at any time, be Publicly Traded.

​

1.10 **Adjustments.** In the event that the Trust (i) declares or pays a dividend on its outstanding Common Shares in Common Shares or makes a distribution to all holders of its outstanding Common Shares in Common Shares, (ii) subdivides or reclassifies its outstanding Common Shares or (iii) combines its outstanding Common Shares into a smaller number of Common Shares, then, in each such case, upon completion of such declaration, subdivision or combination, the number of issued and outstanding Class B Common Shares shall automatically and without any action on the part of the holders thereof be adjusted by multiplying such number by a fraction, (x) the numerator of which shall be the number of Common Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and (y) the denominator of which shall be the actual number of Common Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination.

**FOURTH**: These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law. There has been no increase in the authorized shares of beneficial interest of the Trust effected by these Articles Supplementary.

**FIFTH**: These Articles Supplementary will become effective at 12:01 a.m. Eastern Time on October 27, 2025.

**SIXTH**: The undersigned officer acknowledges these Articles Supplementary to be the act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank]

​

4

      ​

  ​

​

​

**IN WITNESS WHEREOF**, the Trust has caused these Articles Supplementary to be executed in its name and on its behalf by the Chief Executive Officer of the Trust, and attested to by its Corporate Secretary, on this 23rd day of October, 2025.

​

JBG SMITH PROPERTIES

​

By:/s/ W. Matthew Kelly​ ​ ​ ​

W. Matthew Kelly

Chief Executive Officer

​

Attest:/s/ Steven A. Museles​ ​

Steven A. Museles

Chief Legal Officer and

Corporate Secretary

​

​

Return Address:

​

JBG SMITH Properties

4747 Bethesda Avenue, Suite 200

Bethesda, MD 20814

​

5

      ​

  ​

​

---

## EX-10.1

SEC source: [jbgs-20250930xex10d1.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex10d1.htm)

**Exhibit 10.1**

​

AMENDMENT No. 2  
TO  
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LP

Dated as of: October 27, 2025

**THIS AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP** (the “**Partnership**”), dated as of October 27, 2025 (this “**Amendment**”), is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust, as the general partner of and a limited partner in the Partnership (the “**General Partner**”), and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided in the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of December 17, 2020, as amended (the “**Agreement**”), who or which has approved this Amendment. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

WHEREAS, the General Partner desires to amend the Table of Contents, Article VIII, Sections 1.1, 11.2.B, 11.2.C and 14.2.E of the Agreement and Section 9.B.(ii) of Exhibit E and has determined that it is in the best interests of the Partnership to make such amendments;

WHEREAS, Section 14.1.B of the Agreement grants the General Partner power and authority to amend the Agreement without the consent of any of the Partnership’s limited partners if the amendment does not adversely affect or eliminate any right granted to a limited partner pursuant to any of the provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the Agreement as requiring a particular minimum vote, and the General Partner desires to amend the Table of Contents, Article VIII and Section 1.1 of the Agreement in accordance with Section 14.1.B of the Agreement as set forth herein;

WHEREAS, Section 14.1.D of the Agreement provides that the General Partner shall not amend Section 11.2 without the Consent of the Outside Limited Partners;

WHEREAS, the Consent of the Outside Limited Partners has been received, and the General Partner desires to amend Section 11.2.B, 11.2.C and 14.2.E of the Agreement in accordance with Section 14.1.D of the Agreement as set forth herein;

WHEREAS, the General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the certain exceptions: and

​

​

‌​

​

WHEREAS, the affirmative vote of holders of more than 50% of the outstanding LTIP Units affected by the proposed amendment to Section 9.B.(ii) of Exhibit E has been received;

NOW, THEREFORE, in consideration of the foregoing and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the General Partner hereby agrees as follows:

​

1. The Table of Contents is hereby amended to remove the term “Partnership Approval” and add (i) the term “Surviving Company” and (ii) Section 8.7 Partnership Right to Call Common Partnership Units.

​

2. The following definitions in Section 1.1 are hereby amended and restated in their entirety as follows:

“General Partner Entity” means the General Partner; provided, however, that if (i) the General Partner at any time does not have at least one of its classes of common shares of beneficial interest (or other comparable equity interests) Publicly Traded and (ii) the shares of common stock (or other comparable equity interests) of an entity that owns, directly or indirectly, all of the common shares of beneficial interest (or other comparable equity interests) of the General Partner are Publicly Traded, the term “General Partner Entity” shall refer to such entity whose shares of common stock (or other comparable equity securities) are Publicly Traded. If both requirements set forth in clauses (i) and (ii) above are not satisfied, then the term “General Partner Entity” shall mean the General Partner..

​

“Shareholder Approval” means the approval of General Partner Entity’s common shareholders of an Extraordinary Transaction.

“Shareholder Vote” means a shareholder vote of General Partner Entity’s common shareholders.

​

“Tender Offer” has the meaning set forth in Section 11.2.B.

​

3. Section 1.1 is hereby amended to remove the term “Partnership Approval” and its related definition.

​

4. Section 1.1 is hereby amended to add the following term and definition:

​

“Surviving Company” has the meaning set forth in Section 11.2.B.

​

5. Article VIII of the Agreement is hereby amended to add the following new Section 8.7:

​

“Section 8.7 Partnership Right to Call Common Partnership Units. Notwithstanding any other provision of this Agreement, at any time when the number of Common Partnership Units held by a Limited Partner is less than 10,000, the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem all outstanding Common Partnership Units owned by such Limited Partner, in each case by treating any such holder thereof as a Redeeming Partner who has delivered a Notice of Redemption pursuant to Section 8.6 hereof for the amount of Common Partnership Units to be specified by the General Partner, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.7. Such notice given by the Partnership to a Limited Partner pursuant to this Section 8.7 shall be treated as if it were a Notice of Redemption delivered to the General Partner by such Limited Partner.”

​

6. Section 11.2.B is hereby amended and restated in its entirety as follows:

​

2

​

‌​

​

“B.Extraordinary Transactions. Notwithstanding the restrictions set forth in Section 11.2.A or any other provision of this Agreement, the General Partner Entity shall not engage in any merger (including, without limitation, a triangular merger), consolidation or other combination with or into another Person, sale of all or substantially all of its assets or any reclassification, recapitalization or other change in outstanding Publicly Traded Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of Conversion Factor) (each, an “Extraordinary Transaction”), unless, in connection with such Extraordinary Transaction:

(1) all Partners either will receive, or will have the right to receive, for each Partnership Unit, cash, securities or other property in the same form as, and equal in amount to the product of the Conversion Factor and the greatest amount of, the cash, securities or other property paid to a holder of Publicly Traded Shares, if any, corresponding to such Partnership Unit in consideration of one such Publicly Traded Share at any time during the period from and after the date on which the Extraordinary Transaction is consummated; provided, however, that if in connection with the Extraordinary Transaction, a purchase, tender or exchange offer (a “Tender Offer”) shall have been made to and accepted by the holders of the percentage required for the approval of mergers under the organizational documents of the General Partner Entity, each holder of Partnership Units shall receive, or shall have the right to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received Publicly Traded Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer;

(2) all of the following conditions are met: (a) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or another limited liability company or limited partnership which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Company”); (b) the Partners that held Common Partnership Units immediately prior to the consummation of such Extraordinary Transaction own a percentage interest of the Surviving Company based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Company immediately prior to the consummation of such transaction; (c) the rights, preferences and privileges in the Surviving Company of such Partners are at least as favorable as those in effect with respect to the Common Partnership Units immediately prior to the consummation of such transaction and as those applicable to any non-managing members or limited partners of the Surviving Company; and (d) the rights of such Partners include at least one of the following: (x) the right to redeem their interests in the Surviving Company for the consideration available to such persons pursuant to Section 11.2.B(1) or (y) the right to redeem their interests in the Surviving Company for cash on terms substantially equivalent to those in effect with respect to their Common Partnership Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Company has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and Publicly Traded Shares; or

​

(3) the General Partner Entity is the surviving entity in the Extraordinary Transaction and the holders of Publicly Traded Shares do not receive cash, securities, property or other consideration in the Extraordinary Transaction.”

​

7. Section 11.2.C is hereby amended and restated in its entirety as follows:

3

​

‌​

​

​

 “C. [Reserved]”

8. Section 14.2.E is hereby amended and restated in its entirety as follows:

​

“E. Record Date. The General Partner may set, in advance, the Partnership Record Date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the Partnership Record Date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof.”‌

 ​

9. Section 9.B.(ii) of Exhibit E is hereby amended and restated in its entirety as follows:

​

            “(ii) [Reserved]”

10. Unless amended herein, all other terms and conditions of the Agreement shall remain in full force

and effect. This Amendment may be executed by facsimile or other electronic transmission.

This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

JBG SMITH PROPERTIES  
​

By: /s/ Steven A. Museles​ ​

Name: Steven A. Museles

Title: Chief Legal Officer and Corporate Secretary

4

​

---

## EX-31.1

SEC source: [jbgs-20250930xex31d1.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex31d1.htm)

​

**Exhibit 31.1**

​

**CERTIFICATION OF CHIEF EXECUTIVE OFFICER**

​

I, W. Matthew Kelly, certify that:

​

1. I have reviewed this quarterly report on Form 10-Q of JBG SMITH Properties;

​

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

​ October 28, 2025 /s/ W. Matthew Kelly

​ W. Matthew Kelly

​ Chief Executive Officer

​ (Principal Executive Officer)

​

​

---

## EX-31.2

SEC source: [jbgs-20250930xex31d2.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex31d2.htm)

​

**Exhibit 31.2**

​

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

I, M. Moina Banerjee, certify that:

​

1. I have reviewed this quarterly report on Form 10-Q of JBG SMITH Properties;

​

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

​ October 28, 2025 /s/ M. Moina Banerjee

​ M. Moina Banerjee

​ Chief Financial Officer

​ (Principal Financial Officer)

​

​

---

## EX-32.1

SEC source: [jbgs-20250930xex32d1.htm](https://www.sec.gov/Archives/edgar/data/1689796/000110465925103188/jbgs-20250930xex32d1.htm)

​

**Exhibit 32.1**

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED**

**PURSUANT TO SECTION 906 OF THE**

**SARBANES-OXLEY ACT OF 2002**

​

In connection with the Quarterly Report of JBG SMITH Properties (the “Company”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Matthew Kelly, Chief Executive Officer of the Company, and I, M. Moina Banerjee, Chief Financial Officer of the Company, certify, to our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

​

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

​

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

​

​ ​ ​

​ ​

October 28, 2025 ​ /s/ W. Matthew Kelly

​ ​ W. Matthew Kelly

​ ​ Chief Executive Officer

​ ​

​ ​

October 28, 2025 ​ /s/ M. Moina Banerjee

​ ​ M. Moina Banerjee

​ ​ Chief Financial Officer

​

​