JBG SMITH Properties: Form 10-K for the period ended Dec 31, 2025

Filed with the SEC on Feb 17, 2026 and accepted by EDGAR at Feb 17, 2026, 16:18 ET.

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Business

As filed, 42,722 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The Company

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, where through our focus on placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods. 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 LP. As of December 31, 2025, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 82.0% of its OP Units, after giving effect to the conversion of certain vested LTIP Units that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms.

As of December 31, 2025, our Operating Portfolio consisted of 39 operating assets comprising 15 multifamily assets totaling 6,519 units (6,333 units at our share), 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, our development pipeline totaled 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density. Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement. We present combined portfolio operating data that aggregate assets we consolidate in our consolidated financial statements and assets in which we own an interest, but do not consolidate in our financial results. For additional information regarding our assets, see Item 2 "Properties."

Certain terms used throughout this Annual Report on Form 10-K are defined under "Definitions" starting on page 3.

Our Strategy

We own, operate and develop 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/or retail tenants. We believe that we are known for our creative deal-making and disciplined capital allocation skills as well as our development and value creation expertise.

Our capital allocation strategy remains anchored in our core objective: maximizing long-term NAV per share growth. Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital, and risk-adjusted return potential. In previous cycles, this has meant divesting low-cap-rate CBD office assets and reallocating capital into higher-yield multifamily development. Alternatively, during cycles marked by strong private-market demand, we have focused on monetizing multifamily assets — often at premiums to NAV — creating efficient sources of capital for opportunistic investments. This disciplined, return-driven approach enables us to continually recycle capital into opportunities we believe offer the strongest long-term NAV per share growth potential.

One of our approaches to value creation uses a series of complementary disciplines we call "Placemaking." Placemaking involves strategically mixing high-quality multifamily and commercial buildings with anchor, specialty and neighborhood retail in a high density, thoughtfully planned and designed public space. Through this process, we create synergies, and thus value, across those varied uses leading to unique, amenity-rich, walkable neighborhoods that are desirable and enhance tenant and investor demand. We believe our Placemaking approach will increase occupancy and rental rates in our portfolio, particularly with respect to our concentrated and extensive land and operating asset holdings in National Landing. National Landing, situated in Northern Virginia directly across the Potomac River from Washington, D.C., is the interconnected and walkable neighborhood that encompasses Crystal City, the eastern portion of Pentagon City and the northern portion of Potomac Yard. We believe National Landing is one of the region's best-located urban mixed-use communities due to its central location with proximity to the Pentagon, Amazon’s headquarters, Virginia Tech’s Innovation Campus and Reagan National Airport, and its large base of existing offices, apartments and hotels.

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; subject to demand therefore, the delivery of redeveloped and new office assets; 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. To that end, we saw the delivery of two food and beverage Placemaking projects in 2023: Water Park and Surreal. In 2024, we delivered two multifamily projects: The Grace and Reva with 808 units and approximately 38,000 square feet of retail space. In 2025, we delivered two additional multifamily projects: The Zoe and Valen with 775 units and approximately 19,000 square feet of retail space. Also, in 2025, we received entitlement approvals to convert two obsolete office buildings into residential and hospitality uses and develop townhomes on currently vacant land. We subsequently sold the site now entitled for hospitality to a hotel owner/operator, and in 2026, we sold the vacant land to a townhome developer. These actions served our strategy of continuing to introduce complimentary uses to National Landing that support a vibrant mixed-use environment. Finally, in the first half of 2026, we expect to complete 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.

Amazon currently occupies two office buildings that we developed for them on Metropolitan Park in National Landing, totaling 2.1 million square feet, inclusive of approximately 50,000 square feet of street-level retail with shops and restaurants. We are the property manager and retail leasing agent for Amazon's headquarters at National Landing. In addition, as of December 31, 2025, we have leases with Amazon totaling approximately 357,000 square feet in two office buildings in National Landing.

We, alongside Amazon, Virginia Tech, and federal, state, and local governments plan to invest over $12.0 billion, including infrastructure investments, that will directly benefit National Landing. The infrastructure investments include: a Metro station (Potomac Yard) that opened in 2023, a new Metro entrance (Crystal Drive) currently under construction, a pedestrian bridge to Reagan National Airport; a new commuter rail station located between two of our Crystal Drive office assets; lowering of elevated sections of U.S. Route 1 that currently divide parts of National Landing to create better multimodal access and walkability; funding for the Virginia Tech Innovation Campus; and Long Bridge, the planned two-track rail connection between Washington, D.C. and National Landing.

We believe Virginia Tech's $1 billion Innovation Campus in National Landing is a powerful demand driver sitting adjacent to 1.3 million square feet of development density we own in National Landing and the Potomac Yard Metro station, all approximately one mile south of Amazon's headquarters. In January 2025, the first academic building opened, which includes Virginia Tech’s Institute for Advanced Computing. At this campus, Virginia Tech intends to create an innovation ecosystem by co-locating academic and private sector uses to accelerate research and development spending, as well as the commercialization of technology. The Innovation Campus, once fully built out, plans to host approximately 750 master students and 200 doctoral students.

The following are key components of our strategy:

Capitalize on Significant Demand Catalysts in National Landing. Almost 80.0% of our portfolio is located in National Landing. We expect tailwinds created by the Pentagon, Amazon, the Virginia Tech Innovation Campus and our Placemaking efforts to contribute to substantial growth from our Operating Portfolio and our 3.4 million square foot development pipeline in National Landing.

We believe that demand will continue to materialize at the critical intersection of defense and technology. Given historic increases in the U.S. defense spending, most recently the adoption of a $1.0 trillion defense budget, and robust foreign defense spending, we believe Northern Virginia – particularly National Landing due to its proximity to the Pentagon – is positioned to capture growing demand from defense-focused tenants. We believe that the Northern Virginia market, unlike the rest of the region, remains strongly aligned with the spending priorities of the current national defense policy, and that a mandate to remain competitive in defense and technology is likely one of the few truly bipartisan issues left in Washington. We expect the defense industry’s focus on both innovative new technology and weapons systems to drive demand to Northern Virginia, specifically National Landing, given the massive concentration of contractors located there.

In 2025, this expected demand was evidenced by the fact that 93% of our leasing activity in National Landing was with tenants in the defense and technology industries.

Stabilize Our Recently Delivered Multifamily Assets. As of December 31, 2025, we had 15 multifamily assets totaling 6,519 units (6,333 units at our share), which were 84.7% leased at our share. In 2024, we delivered The Grace and Reva with 808 multifamily units. In 2025, we delivered The Zoe and Valen with 775 multifamily units. As of December 31, 2025, these assets were 63.2% leased. In addition to the lease-up of these four towers, we expect our multifamily portfolio to benefit from the scarcity of new supply and the structurally limited inventory of new for-sale housing and resulting high home prices in the D.C. metropolitan area.

Realize Contractual Embedded Rent Growth and Drive Incremental NOI Growth Through the Lease-up of Our Office Portfolio. As of December 31, 2025, we had 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share), which were 77.5% leased at our share. We expect increases in annualized rent from (i) the commencement of signed but not yet commenced office and retail leases (as of December 31, 2025 we have $11.5 million of contractual annualized rent, most of which is expected to commence in 2026) and (ii) contractual rent escalators in our non-GSA office and retail leases, which are based on increases in the Consumer Price Index or a fixed percentage.

While the dramatic re-pricing of office buildings and demand for suburban housing sites continue to overlap, we expect vacancy rates in the broader market to decline as more inventory goes offline for conversion to other uses. This reduction in inventory should steadily drive down vacancy. In the absence of new construction (which generally remains prohibitively expensive), demand is likely to compress to the “best of the rest” as it resumes – a trend we see playing out real-time in the market, particularly among government contractors. In response to that trend, we are repositioning 2011 Crystal Drive, which will bring to National Landing a large-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby. These improvements are expected to drive leasing demand to not only 2011 Crystal Drive, but also our surrounding office buildings, tenants of which will all have access to this new amenity.

Given our leasing capabilities and tenant demand for the high-quality, amenitized space in National Landing, we believe that we are well-positioned to achieve internal growth from the lease-up of vacant space in this office portfolio.

Monetize Our Development Pipeline. As of December 31, 2025, we estimate that our development pipeline can support 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density: over 75.0% of this potential development density comprises multifamily projects predominately located in the National Landing submarket; and 100.0% of this potential development density is Metro-served. The estimated potential development densities and uses reflect our current business plans as of December 31, 2025 and are subject to change based on market conditions.

We continue to advance the design of our development pipeline. As construction costs and interest rates continue to normalize, we believe we are well-positioned with a compelling portfolio of shovel-ready growth opportunities to capitalize through land sales, ground leases, and joint ventures. In 2025, we entitled two obsolete office buildings in National Landing for conversion to multifamily and hospitality uses. Additionally, we successfully re-entitled two sites in Potomac Yard, the southernmost portion of National Landing, for lower density multifamily, including townhomes. Introducing complimentary uses, like hotels and townhomes, to National Landing supports the vibrant mixed-use environment we are building and provides the opportunity to monetize our land bank through asset sales. Notwithstanding market softness, trophy office vacancy in the region is less than 10%, driving the most quality selective tenants to explore new construction options. Whether through lease or sale, we believe we offer the fastest-to-market build-to-suit option in National Landing.

Pursue New Investment Opportunities through Disciplined Capital Allocation. A fundamental component of our strategy to maximize long-term NAV per share is disciplined capital allocation. We evaluate acquisitions, development, share repurchases, dispositions, equity issuances, and other investment decisions based on how they may impact long-term NAV per share. We continue to pursue new growth opportunities that align with our strategy and competitive advantages as a mixed-use owner, operator, and developer. We believe the current market dislocation is creating some of the most compelling office investment opportunities in nearly two decades, as demonstrated by our acquisitions of Tysons Dulles

Plaza and Dulles View this past year. Both our recent acquisitions and observed market trades of office properties at levels approaching historical land values strengthen our belief that the office sector presents a favorable risk-adjusted return profile in the current environment. We are actively evaluating additional investments with similar profiles, particularly where we can apply our proven mixed-use and development expertise to unlock long-term value. In parallel, we continue to explore opportunities to monetize our land bank and selectively recapitalize certain assets, generating incremental fee revenue and carried interest income through joint ventures with third-party investors.

Third-Party Services Business

Our third-party real estate services business provides fee-based real estate services to third parties, including LEO, our impact investment management platform.

We often retain management of properties we sell as part of our capital allocation strategy. These assets, while no longer owned by us, continue to generate third-party service fees. Purchasers continue to recognize our capabilities as a real estate operator, contributing to high success rates in the retention of property management.

We believe that the fees we earn in connection with providing these third-party services enhance our overall returns, provide additional scale and efficiency in our operating and development businesses and absorb a portion of the overhead and other administrative costs of our platform. This scale provides competitive advantages, including market knowledge, buying power and operating efficiencies across all product types. We also believe that our existing relationships arising out of our third-party real estate services business will continue to provide potential access to capital and new investment opportunities.

Competition

The commercial real estate markets in which we operate are highly competitive. We compete with numerous acquirers, developers, owners and operators of commercial real estate including other REITs, private equity investors, domestic and foreign financial institutions, life insurance companies, pension trusts, partnerships, and individual investors, many of which own or may seek to acquire or develop assets similar to ours in the same markets in which our assets are located. These competitors may have greater financial resources or access to capital than we do or be willing to acquire assets in transactions which are more highly leveraged or are less attractive from a financial viewpoint than we are willing to pursue, which may reduce the number of suitable investment opportunities available to us or increase pricing. Leasing is a major component of our business and is highly competitive. The principal means of competition in leasing are lease terms (including rent charged and tenant improvement allowances), location, services provided, and the nature and condition of the asset to be leased. If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets, in higher quality assets or offer better services, we may lose existing and potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when our tenants' leases expire.

Segment Data

We operate in the following business segments: multifamily, commercial and third-party real estate services. Financial information related to these business segments for each of the three years in the period ended December 31, 2025 is set forth in Note 20 to the consolidated financial statements.

Tax Status

We have elected to be taxed as a REIT under Sections 856-860 of 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.

Future distributions will be declared and paid at the discretion of our Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code and such other factors as our Board of Trustees deems relevant.

Significant Tenants

Only commercial leases with the U.S. federal government accounted for 10% or more of our total revenue as follows:

(Dollars in thousands)

		Year Ended December 31, 2025	2024	2023
Rental revenue from the U.S. federal government		$56,899	$64,958	$64,439
Percentage of total revenue		11.4%	11.9%	10.7%

For a further discussion of the risks related to the federal government as tenant, including the timing of potential lease renewals or terminations, see Item 1A "Risk Factors" - Risks Related to Our Business and Operations - We derive a significant portion of our revenue from U.S. federal government tenants, and we may face additional risks and costs associated with directly managing assets occupied by government tenants.

Sustainability

Our business values integrate environmental sustainability and strong governance practices throughout our operations and investment decisions. By investing in urban infill and transit-oriented development and strategically mixing high-quality multifamily and commercial buildings with public areas, retail spaces and walkable streets, we are working to define neighborhoods that deliver benefits to the environment and our community, as well as long-term value to our shareholders.

We remain committed to transparent reporting of sustainability financial and non-financial indicators. We intend to continue publishing an annual sustainability summary with key performance indicators that are aligned with the Global Reporting Initiative reporting framework, United Nations Sustainable Development Goals, Sustainability Accounting Standards Board Standards and recommendations set forth by the Task Force on Climate-Related Financial Disclosures. Our detailed sustainability information, including our strategy, key performance targets and indicators, annual absolute comparisons, achievements and historical sustainability reports are available on our website at https://www.JBGSMITH.com/About/Sustainability. All energy, water, waste and greenhouse gas emissions data in our sustainability report are third-party, limited assurance verified following ISO 14064-3. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Our sustainability team works directly with our business units to integrate our sustainability principles throughout our operations and investment processes. Our sustainability team is responsible for leading annual reporting efforts, maintaining building certifications, energy, water and waste benchmarking, sustainability strategy development, and implementation and coordination with industry and community partners.

Energy and Water Efficiency and Management

We believe that the efficient use of natural resources will result in sustainable long-term value and mitigate climate-related risks. By 2030, we aim to reduce: energy consumption 25%, predicted energy consumption 25%, water consumption 40% and greenhouse gas emissions (Scope 1 and 2) 35%. Further, by 2030, we have committed to increase waste diversion to 40% and verify assets using green building certifications across our Operating Portfolio and development pipeline. We achieve this improvement through real time energy use monitoring and capital investments in energy and water saving projects. We report progress on these commitments annually in our sustainability summary.

We use green building certifications as a verification tool across our portfolio. These certifications demonstrate our commitment to green, smart, and healthy buildings and verify predicted operational performance. We seek to benchmark 100% of our assets to help inform capital improvement projects. As of December 31, 2025:

96% of all operating assets, based on square footage, have earned at least one green building certification:
3.1 million square feet of LEED Certified Multifamily Space (61%)
5.2 million square feet of LEED Certified Commercial Space (76%)
1.8 million square feet of ENERGY STAR Certified Multifamily Space (36%)
2.5 million square feet of ENERGY STAR Certified Commercial Space (36%)
6.2 million square feet of BOMA 360 Certified Commercial Space (89%)
99.6% of our operating assets' energy and water use are benchmarked

Climate Change Resilience

We take climate change and the associated risks seriously, and we are committed to managing and avoiding the impacts of climate change using science to inform action. We stand with our communities, tenants and shareholders in supporting meaningful solutions that address this global challenge. To develop a more informed view of future climate conditions and further our understanding of the direct climate-related risks to our properties, we periodically conduct a climate-related risk assessment (both acute and chronic risks across our operating assets and development pipeline) which addresses both physical and transition climate risk factors, and estimates the financial implications of those modeled risks at the asset level.

Climate Change Risk Management Strategy

We have aligned our climate-related disclosures with the recommendations of the TCFD. As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and coastal flooding), and transition risks associated with climate change include policy and legal risks, market and reputation-related risks and decarbonization technology risks.

Our most recent assessment of climate change risk relied on S&P Global Inc.'s Climanomics modeling tool. The Climanomics methodology projects portfolio level risk exposure as well as individual asset risk exposure over four reference scenarios, or representative concentration pathways, established by the Intergovernmental Panel on Climate Change and across a range of time horizons through 2100. Climanomics’ primary output is a risk exposure metric called MAAL. This value is presented as both absolute MAAL ($ in millions) and relative MAAL (% of total asset or portfolio value). We intend to conduct periodic climate-related risk assessments as the composition of our portfolio changes.

Our periodic assessments include all in-service assets, and our development pipeline and landholdings, and included climate events such as hurricane, wildfire, temperature extremes, water stress, drought, and pluvial, fluvial and coastal flooding. The assessment of our portfolio identified pluvial (urban flooding) and coastal flooding and temperature extremes (heat stress) as top hazards. We currently have no properties in a Federal Emergency Management Agency hazard designated area.

Asset-Level Risk Management

We are managing transition risks by benchmarking energy and water consumption, carbon emissions and waste performance at the asset level and review this information with asset management and operations teams quarterly. As a leader in green building, we will continue to make capital investments that enhance building performance and tenant comfort, energy and water efficiency, on-site renewable energy and other decarbonization strategies. We work with our insurance team to benchmark resilience features and develop adaptations for short-term horizons. In 2025, we developed risk mitigation and physical resilience plans for all assets taking into account the outputs from the Climanomics tool.

Social Responsibility

We believe the economic strength of our region is central to sustaining the long-term value of our portfolio. We are committed to the economic development of the Washington D.C. metropolitan area through continued investment in our projects and local communities. We recognize, however, that new development can foster challenging growth dynamics. We strive to work alongside community members, leaders, and local and federal governments to appropriately respond to these challenges.

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 and the LEO Impact Housing Fund. 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, and has closed $84.4 million in financing related to the purchase of residential communities containing 3,136 units through December 31, 2025. Additionally, LEO had an initial closing of its 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, and has closed on its first investment, a 144-unit property in Charlotte, North Carolina, which included a $9.0 million equity investment from LEO. As of December 31, 2025, our remaining unfunded commitments totaled $1.5 million.

To learn more about our sustainability initiatives and performance, please visit https://www.JBGSMITH.com/About/Sustainability and download our Sustainability Report. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Equal Employment Opportunity

We are committed to a merit-based human capital management strategy that is aimed at attracting, retaining and developing the best talent in the industry. See "Human Capital" below for further discussion.

Governance

We are engaged in addressing sustainability matters, including climate-related matters, at all levels of our organization. Management’s role in overseeing, assessing, and managing climate-related risks, opportunities and initiatives is integrated throughout our business units. We have a dedicated team of sustainability professionals focused on sustainability matters that coordinate and collaborate across business units and with our Board of Trustees and management, and which advises on environmental sustainability matters and develops and implements related initiatives.

Regulatory Matters

Environmental Matters

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.

Affordable Housing and Tenant Protection Regulations

Certain states and municipalities have adopted laws and regulations imposing restrictions on the timing or amount of rent increases and other tenant protections. As of December 31, 2025, approximately 5% of the multifamily units in our Operating Portfolio were designated as affordable housing. In addition, Washington, D.C. has laws that require, in certain circumstances, an owner of a multifamily rental property to allow tenant organizations the option to purchase the building at a market price if the owner attempts to sell the property. We expect to continue operating and acquiring assets in areas that either are subject to these types of laws or regulations or where such laws or regulations may be enacted in the future. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could make it more difficult for us to dispose of assets in certain circumstances.

The Americans with Disabilities Act and other Federal, State and Local Regulations

The ADA generally requires that public buildings, including our assets, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our assets, including the removal of access barriers, it could have a material adverse effect on us.

Additionally, our assets are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards.

We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

Regulation Related to Government Tenants

As discussed above, the U.S. federal government is a significant tenant. Lease agreements with federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including rules and regulations related to anti-kickback procedures, examination of records, audits and records, equal opportunity provisions, prohibition against segregated facilities, certain executive orders, subcontractor cost or pricing data, and certain provisions intending to assist small businesses. We directly manage assets with federal government agency tenants, which subjects us to additional risks associated with compliance with applicable federal rules and regulations. In addition, there are requirements relating to the potential application of equal opportunity provisions and related anti-discrimination requirements, including but not limited to, the Civil Rights Act of 1964, the Vietnam Era Veterans’ Readjustment Assistance Act, the Rehabilitation Act of 1973, and the Randolph-Sheppard Act. We are also prohibited from implementing any programs promoting diversity, equity, and inclusion that violate any applicable federal anti-discrimination laws. Compliance with these requirements is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us.

Human Capital

Our headquarters is located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814. As of December 31, 2025, we had 596 employees.

We believe that our talent is our competitive advantage. To that end, we focus on talent development, succession planning and pay-for-performance. We utilize talent management practices in the broadest sense to create an engaging workplace experience for our employees, where they feel valued, respected and supported. We are keenly focused on the employee experience and want every person to feel respected for what makes them unique. We aim to ensure that all employees experience growth, belonging, and purpose at work and support this through a variety of policies, practices and activities throughout the year. At the same time, our core values provide a sound structure for finding common ground and working together as a team to deliver the best possible outcomes to our stakeholders.

We offer our employees an environment that enables them to experience the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes. We provide ample opportunities for employees to make meaningful connections with their co-workers and to give back to our communities. In addition, we are proud to have been recognized a "Top Workplace" several times in past years and are focused on providing a positive employee experience to ensure that we remain an employer of choice.

We continually invest in our employee population, ensuring our employee experience more broadly continues to help us attract and retain the best talent in the industry. The list below is a sampling of offerings that help create a compelling work environment for our employees:

Streamlined annual performance reviews
Employee share purchase plan
Hybrid / flexible work schedules
Flexible paid time off
Town halls where senior management updates the entire team on recent progress and other important matters
Mentorship, professional development, and coaching programs to develop and retain talent
Employee referral program
Generous company subsidy on health-related benefits
Lunches with leaders
Volunteer opportunities

In addition to the above, we have a strong pay-for-performance culture. We want our employees to feel aligned with our company vision and values and enabled to grow in their careers. To that end, we have a strong track record of promoting from within. Consequently, the opportunities for growth and development also help to keep our population engaged and motivated.

With an ongoing focus on our three strategic pillars – (i) employee development, (ii) engagement and (iii) recruiting – we have made additional progress and have continued to drive cultural and behavioral change. We encourage a wide variety of perspectives, views and ideas in our workforce. We pride ourselves on our strong, collaborative culture, and we strive to create a supportive and healthy work environment for our employees, which helps us continue to attract innovators to our organization and to ensure our future success.

Available Information

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge through our website (https://www.JBGSMITH.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain financial measures not in compliance with GAAP, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Exchange Act are also available free of charge from us, upon request.

Risk factors

As filed, 77,117 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

You should carefully consider the following risks in evaluating our company and our common shares. If any of the following risks were to occur, our business, prospects, financial condition, results of operations, cash flow, and the ability to make distributions to our shareholders could be materially and adversely affected, which we refer to herein collectively as a "material adverse effect on us," the per share trading price of our common shares could decline significantly, and you could lose all or part of your investment. Some statements in this Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Refer to the section entitled "Cautionary Statement Concerning Forward-Looking Statements" for additional information regarding these forward-looking statements.

Risks Related to Our Business and Operations

A material portion of our portfolio comprises office assets, which have generally experienced lower demand since early 2020 and may experience a further decrease in demand that could have a material adverse effect on us.

A material portion of our portfolio comprises office assets, which, due to the continued prevalence of work-from-home policies and practices, have generally experienced a decrease in demand and may experience a further decrease in demand as some tenants do not renew leases as they expire or renew space with a smaller footprint, which could have a material adverse effect on us. Additionally, in the current climate where office assets are near cyclical lows with limited liquidity, we intend to focus in the near term on sourcing liquidity through the sale of multifamily assets, which would result in our office assets comprising a larger portion of our portfolio. Demand for office space in the Washington, D.C. metropolitan area and nationwide, including in our portfolio, has remained relatively low and may continue to decline due to increased usage of teleworking arrangements and more flexible work-from-anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g. certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting, including by the federal government, which could lead to continued lower office occupancy (as of December 31, 2025, 9.9% of our office and retail leases at our share, based on square footage, were scheduled to expire in 2026 or had month-to-month terms, and 14.3% were scheduled to expire in 2027), and new leasing has been slow to recover and may continue to lag due to delayed return-to-office plans and decision-making related to future office utilization.

Our portfolio of assets is geographically concentrated in Washington, D.C. metropolitan area submarkets, and particularly concentrated in National Landing, which makes us susceptible to adverse economic and other conditions such that an economic downturn affecting this area could have a material adverse effect on us.

We are particularly susceptible to adverse economic or other conditions in the Washington D.C. metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns and actual or anticipated federal government shutdowns, the decreases in size of the federal government, including recent and any future actual or anticipated efforts of the federal government to reduce government spending, uncertainties related to federal elections, relocations of businesses or federal agencies and functions, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, military activity or law enforcement presence, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which have and may in the future continue to have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio. For example, we have observed a decrease in demand for our multifamily operating portfolio, which is mirrored by the broader Washington D.C. metropolitan area, resulting from a weaker job market, driven by losses in the federal government, which lost 52,400 jobs from November 2024 to November of 2025.

Additionally, acts of violence, including terrorist attacks in the Washington, D.C. metropolitan area could directly or indirectly damage our assets, both physically and financially, or cause losses that materially exceed our insurance coverage. Properties that are occupied by federal government tenants may be more likely to be the target of a future attack. Moreover, the same risks that apply to the Washington, D.C. metropolitan area as a whole also apply to the individual submarkets where our assets are located. National Landing makes up almost 80.0% of our portfolio based on square footage at our share, and we expect that percentage to increase in the coming years. Any adverse economic or other conditions in the Washington, D.C. metropolitan area and our submarkets, especially National Landing, or any decrease in demand for multifamily, office or retail assets could have a material adverse effect on us.

Our assets and the property development market in the Washington, D.C. metropolitan area are dependent on an economy that is heavily reliant on federal government spending and use of office assets, and any actual or anticipated curtailment of such spending could have a material adverse effect on us.

Any curtailment of federal government spending, whether due to a change of presidential administration or control of Congress, federal government sequestrations, furloughs or shutdowns, a slowdown of the U.S. and/or global economy, any change in federal government agencies work-from-home policies or uses of office space, relocation of federal agencies and functions, or other factors, could have an adverse impact on real estate values and property development in the Washington, D.C. metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government. In January 2025, the current presidential administration announced an executive order establishing DOGE to reform federal government processes and reduce expenditures. A significant portion of our leases are with tenants that are federal government contractors or defense-related companies. These tenants rely heavily on continued federal government spending and contract awards. Any reduction in federal government budgets, changes in procurement policies, or cost-cutting measures—particularly those affecting defense or related programs—could negatively impact the financial condition of these tenants, which could result in these tenants seeking to renegotiate lease terms, failing to renew leases, or defaulting on their obligations. The U.S. federal government has and may continue to implement initiatives focused on efficiencies, affordability and cost reductions, such as those pursued by DOGE, which may negatively impact our current leases with tenants that are with government entities, and/or negatively impact our tenants including government entities, government contractors and/or government employees and related demand for our residential and commercial real estate portfolio. Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us.

We have significant exposure to Amazon and the National Landing submarket.

We have significant exposure to Amazon as a tenant and as a result of fees we expect to receive from them as developer, property manager and retail leasing agent. As of December 31, 2025, we have leases with Amazon in two office buildings in National Landing totaling approximately 357,000 square feet with annualized rent totaling $16.9 million. If Amazon invests less than the announced amounts in National Landing or makes such investment over a longer period than anticipated, if its business prospects decline, if it reduces the size of its workforce in National Landing below initially anticipated levels or further delays hiring or if it leases, releases or develops less square footage than anticipated, our ability to achieve the benefits associated with Amazon's headquarters location in National Landing could be adversely affected. If we, Virginia Tech, Amazon, federal, state and local governments do not make all the anticipated investments, including infrastructure investments, that would directly benefit National Landing, we could be adversely affected. Furthermore, Amazon's headquarters may not have the anticipated collateral financial effect on the National Landing submarket. If we do not achieve the perceived benefits of such location as rapidly or to the extent anticipated by us, financial or industry analysts or investors, we and potentially the market price of our common shares could be adversely affected. Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.

We derive a significant portion of our revenue from U.S. federal government tenants, and we may face additional risks and costs associated with directly managing assets occupied by government tenants.

For the year ended December 31, 2025, 11.4% of our total revenue was generated by commercial rentals to federal government tenants, and federal government tenants historically have been a significant source of new leasing for us. For the year ended December 31, 2025, GSA was our largest single tenant, with 30 leases comprising 23.6% of total annualized rent at our share. Events could lower demand for federal government office space, such as a decrease in federal government payrolls, a change in policy that prevents governmental tenants from renting our office space or relocation of federal agencies and functions away from the Washington, D.C. region, which would have a much larger adverse effect on our revenue than a corresponding occurrence affecting commercial tenants. Additionally, a federal government shutdown has and could in the future delay or prevent us from collecting rent payments from our federal government tenants. If demand for federal government office space were to decline, it would be more difficult for us to lease our buildings and could reduce overall market demand and corresponding rental rates, all of which could have a material adverse effect on us. For example, we are aware of two GSA tenants that may vacate their space totaling approximately 63,000 square feet in 2026. Additionally, this presidential administration has placed increased focus on reduction of government spending, which could impact U.S. federal government leasing practices and upcoming renewals. During the next four years (2026 to 2030), we have 19 leases, totaling approximately 499,000 square feet at our share, with U.S. federal government tenants that will expire. Lease agreements with these federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including those related to audits and records, subcontractor cost or pricing data, and anti-kickback and other ethics-focused laws. In addition, there are requirements relating to the potential application of equal opportunity provisions and related anti-discrimination requirements, including but not limited to, the Civil Rights Act of 1964, the Vietnam Era Veterans’ Readjustment Assistance Act, the Rehabilitation Act of 1973, and the Randolph-Sheppard Act. We are also prohibited from implementing any programs promoting diversity, equity and inclusion that violate any applicable federal anti-discrimination laws. Compliance with these requirements is costly and any increase or significant change in regulation could increase our costs, which could have a material adverse effect on us.

Rent control or rent stabilization legislation and other regulatory restrictions may limit our ability to increase rents and pass through new or increased operating costs to our residents.

Certain jurisdictions in which we own property have adopted, or may in the future adopt, laws and regulations imposing restrictions on the timing or amount of rent increases or have imposed regulations relating to low- and moderate-income housing. Such laws and regulations limit our ability to charge market rents, increase rents or evict residents at our multifamily assets and could make it more difficult for us to dispose of properties in certain circumstances. In addition, some U.S. jurisdictions have adopted regulations regarding the use of algorithmic devices or systems when making decisions regarding rents or occupancy. While the Washington D.C. region does not currently have such regulation, it is possible that one or more of the jurisdictions within the Washington D.C. region where we own assets could adopt similar regulations in the future. Similarly, compliance procedures associated with rent control statutes and low- and moderate-income housing regulations could have a negative impact on our operating costs, and any failure to comply with low- and moderate-income housing regulations could result in the loss of certain tax benefits and the forfeiture of rent payments. In addition, such low- and moderate-income housing regulations often require us to rent a certain number of units at below- market rents, which has a negative impact on our ability to increase cash flows from our multifamily assets subject to such regulations. Furthermore, such regulations may negatively impact our ability to attract higher-paying residents to such properties. As of December 31, 2025, all of our multifamily assets located within the Washington, D.C. metropolitan area were subject to such regulations.

We are exposed to risks associated with real estate development and redevelopment, such as unanticipated expenses, delays and other contingencies, any of which could have a material adverse effect on us.

Real estate development and redevelopment activities are a critical element of our business strategy, and we expect to engage in such activities with respect to several of our properties and with properties that we may acquire in the future. To the extent that we do so, we will continue to be subject to risks, including, without limitation:

construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
inflation and domestic tariff policies could increase the costs for businesses which can deter new tenants from leasing space in commercial office buildings, reducing occupancy rates and hindering the growth of National Landing, and increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits;
time required to complete the construction or redevelopment of a project or to lease-up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
contractor, subcontractor and supplier disputes, strikes, labor disputes or shortages, weather conditions or supply disruptions (including those related to the supply chain);
failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
incurrence of design, permitting and other development costs for opportunities that we ultimately abandon;
the ability of prospective real estate venture partners or buyers of our properties to obtain financing; and
the availability and pricing of financing to fund our development activities on favorable terms or at all.

In some instances, these risks have resulted in and could in the future result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us. Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us.

As of December 31, 2025, 10.4% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity. In particular, we may use real estate ventures as a significant source of equity capital to fund our development and acquisition strategies. Consequently, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, real estate venture or other entity, or structure of ownership and may, under certain circumstances, be exposed to risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, and we may be forced to make contributions to maintain the value of the property. Partners or co-venturers may have economic or other business interests or goals that are inconsistent or in direct conflict with our business interests or goals and may be in a position to take action or withhold consent contrary to our policies or objectives. These investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or real estate venture. We and our respective partners or co-venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. In addition, a sale or transfer by us to a third party of our interests in the partnership or real estate venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or real estate venture. Where we are a limited partner or non-managing member in any partnership or limited liability company, if the entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in that entity, including by contributing our interest to a subsidiary of ours that is subject to corporate level income tax. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our real estate ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. Furthermore, any cash distributions from real estate ventures will be subject to the operating agreements of the real estate ventures, which may limit distributions, the timing of distributions or specify certain preferential distributions among the respective parties. The occurrence of any of the risks described above could have a material adverse effect on us.

We depend on major tenants in our commercial portfolio, and the bankruptcy, insolvency or inability to pay rent of any of these tenants could have a material adverse effect on us.

As of December 31, 2025, the 20 largest office and retail tenants in our Operating Portfolio represented 55.4% of our share of total annualized office and retail rent. In many cases, through tenant improvement allowances and other concessions, we have made substantial upfront investments in leases with our major tenants that we may not recover if they fail to pay rent through the end of the lease term. The inability or failure of a major tenant to pay rent, or the bankruptcy or insolvency of a major tenant, may adversely affect the income produced by our Operating Portfolio. Additionally, we may experience delays in enforcing our rights as landlord due to federal, state and local laws and regulations and may incur substantial costs in protecting our investment. Any such event could have a material adverse effect on us.

We derive a significant portion of our revenue from five of our assets.

As of December 31, 2025, five of our assets in the aggregate generated 29.9% of our share of annualized rent. The occurrence of events that have a negative impact on one or more of these assets, such as a natural disaster that damages one or more of these assets, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting a less significant property. A substantial decline in the revenue generated by one or more of these assets could have a material adverse effect on us.

Our Placemaking depends in significant part on a retail component, which frequently involves retail assets embedded in or adjacent to our multifamily assets and/or commercial assets, making us subject to risks that affect the retail environment generally, such as competition from discount and online retailers, weakness in the economy, fluctuations in foot traffic, pandemics, a decline in consumer spending and the financial condition of major retail tenants, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our retail assets.

If our retail assets lose tenants, whether to the proliferation of online businesses and discount retailers, a decline in general economic conditions and consumer spending or otherwise, it could have a material adverse effect on us. If we fail to reinvest in and redevelop our assets to maintain their attractiveness to retailers and shoppers, then retailers or shoppers may perceive that shopping at other venues or online is more convenient, cost-effective or otherwise more attractive, which could negatively affect our ability to rent retail space at our assets. In addition, some of our assets depend on anchor or major retail tenants and/or occupancy in surrounding offices to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants or changes to in-office policies of surrounding businesses. Any of the foregoing factors could adversely affect the financial condition of our retail tenants, the willingness of retailers to lease space from us, and the success of our Placemaking, which could have a material adverse effect on us.

The loss of one or more members of our senior management team could adversely affect our ability to manage our business and to implement our growth strategies or could create a negative perception in the capital markets.

Our success and our ability to implement and manage anticipated future growth depend, in large part, upon the efforts of our senior management team. Members of our senior management team have national or regional industry reputations that attract business and investment opportunities and assist us in negotiations with lenders, existing and potential tenants and other industry participants. The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us.

The actual density of our development pipeline and/or any development parcel may not be consistent with our estimated potential development density.

As of December 31, 2025, we estimate that our development pipeline can support 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density. The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2025. The actual density of our development pipeline and/or any development parcel may differ substantially from our estimates based on numerous factors, including our inability to obtain necessary zoning, land use and other required entitlements, legal challenges to our plans by activists and others, as well as building, occupancy and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that restrict or delay our ability to develop, redevelop or use our development pipeline at anticipated density levels. We can provide no assurance that the actual density of our development pipeline and/or any development parcel will be consistent with our estimated potential development density.

The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business relationships, all of which could negatively impact our financial results.

In the normal course of business, we and our service providers process proprietary, confidential, and personal information provided by our tenants, employees, and vendors through a variety of information technology networks and systems, including some provided by third parties. The risk of a cyber incident or disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks have increased globally. Further, adoption of AI tools by us or by third parties may pose new cybersecurity challenges. We use software and platforms designed to detect such cybersecurity threats, including AI-based tools, but AI is increasingly employed in social engineering and other cyber attacks, and the risks of those attacks being successful has increased as well. As our reliance on technology increases, so do the risks posed to our systems – both internal and external. Our primary risks that could directly result from the occurrence of a cyber incident are theft of assets; operational interruption; reputational damage; stolen funds; regulatory enforcement, lawsuits and other legal proceedings; damage to our relationships with our tenants; and private data exposure. A significant and extended disruption could damage our business or reputation, cause a loss of revenue, have an adverse effect on tenant relations, cause an unintended or unauthorized disclosure of confidential information, including proprietary or personal information, or lead to the misappropriation of such information, any of which could result in us incurring significant expenses to resolve these kinds of issues. Although we have implemented processes, procedures and controls to help prevent and mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations. Even security measures that are appropriate, reasonable and/or in accordance with applicable legal requirements may not be sufficient to protect the information we maintain. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious code, and similar means of unauthorized and destructive tampering. We and our third-party providers have experienced cybersecurity threats and incidents in the past and we expect them to continue. However, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition within the last three years. A successful attack on one of our service providers could result in a compromise of our own network, theft of our data, legal obligations or liabilities, deployment of ransomware or similar extortion schemes, a disruption in our supply chain or of services upon which we rely. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted cyber incidents evolve and may not be recognized until they have been launched against a number of targets. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk. If any of the foregoing risks materialize, it could have a material adverse effect on us.

We face risks related to multifamily rental antitrust, regulatory scrutiny and related litigation.

Lawsuits, government investigations and proposed legislation relating to antitrust matters in the multifamily rental market are ongoing and may impact us, whether or not we are found directly liable for an antitrust violation. For example, in November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc., a provider of revenue management systems, numerous multifamily rental companies, and 14 owners and/or operators of multifamily housing in the District of Columbia, including JBG Associates, L.L.C., one of our subsidiaries, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data. While we intend to vigorously defend against this lawsuit, given the current stage of the District of Columbia’s lawsuit, we are unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuit. We are also aware that governmental investigations regarding antitrust matters in the multifamily industry are ongoing. Individual classes, municipalities other than the District of Columbia or federal agencies may also bring suits against multifamily rental providers. Regardless of whether we remain named in the District of Columbia lawsuit or any other lawsuits or become the focus of any governmental investigation, we may incur substantial costs related to these lawsuits, whether as a defendant or as a third-party witness. Additionally, settlements by RealPage, Inc. or other defendants in such cases could impact the multifamily industry in ways that have an adverse effect on us. Moreover, if state and/or federal legislation regulating the use of third-party algorithmic revenue management systems by multifamily apartment rental companies is passed, the impact to us is difficult to predict. Lawsuits, government investigations and new legislation related to antitrust matters may, among other things, be costly to comply with, result in negative publicity, require significant management time and attention and subject us to remedies or burdensome requirements that adversely affect our business.

We face risks related to the real estate industry.

We are subject to significant risks related to the real estate industry, any of which could have a material adverse effect on us. These include, among other things:

The value of real estate fluctuates depending on conditions in the general economy and the real estate business. Additionally, adverse changes in these conditions may result in a decline in rental revenue, sales proceeds and occupancy levels at our assets and adversely impact our revenue and cash flows. If rental revenue, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available to pay indebtedness and for distribution to shareholders. In addition, some of our major expenses, including mortgage loan payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.
The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, and our inability or the inability of our tenants to timely refinance maturing liabilities to meet liquidity needs may materially affect our financial condition and results of operations. Additionally, mortgage loan obligations expose us to risk of foreclosure and the loss of properties subject to such obligations.
It may be difficult to buy and sell real estate quickly, or we or potential buyers of our assets may experience difficulty in obtaining financing, which may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. Additionally, we may be unable to identify, negotiate, finance or consummate acquisitions of properties, or acquire properties on favorable terms, or at all.
The composition of our portfolio by asset type is likely to continue to change over time, which could expose us to different asset class risks than if our portfolio composition remained static or cause certain risks within an asset class to become more or less important, and we may be adversely affected by trends in the asset classes we currently own.
We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, utilities and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us.
Pandemics and other health concerns could cause a material disruption to the multifamily and office industries or the economy as a whole and have a negative effect on our business, our results of operations, our cash flow and our financial condition.
Macroeconomic trends, including increases in inflation and interest rates, could have a material adverse effect on us, as well as our tenants, which may adversely impact our business, financial condition and results of operations.
We may be unable to renew leases, lease vacant space or re-let space as leases expire, or do so on favorable terms, which could have a material adverse effect on us. As of December 31, 2025, leases representing 9.9% of our share of the office and retail square footage in our Operating Portfolio were scheduled to expire in 2026 or have month-to-month terms, 14.3% were scheduled to expire in 2027, and 23.7% of our share of the office and retail square footage in our Operating Portfolio was unoccupied and not generating rent. We may find it necessary to make rent or other concessions and/or significant capital expenditures to improve our assets to retain and attract tenants.
We may be unable to maintain or increase our occupancy and revenue at certain multifamily, commercial and other assets due to an increase in supply, more favorable terms offered by competitors, and/or deterioration in our markets.
Increased affordability of residential homes and other competition for tenants of our multifamily properties could affect our ability to retain current residents of our multifamily properties, attract new ones or increase or maintain rents, which could adversely affect our results of operations and our financial condition.
We may from time to time be subject to litigation, which may significantly divert the attention of our officers and/or trustees and result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, any of which could have a material adverse effect on us.
We own leasehold interests in certain land on which some of our assets are located. If we default under the terms of any of these ground leases, we may be liable for damages and could lose our leasehold interest in the property or our option to purchase the underlying fee interest in such asset. In addition, unless we purchase the underlying fee interests in the land on which a particular property is located, in the future, we will lose our right to operate the property or we will continue to operate it at much lower profitability, which would significantly adversely affect our results of operations. In addition, if we are perceived to have breached the terms of a ground lease, the fee owner may initiate proceedings to terminate the lease.
Our assets may be subject to impairment losses, which could have a material adverse effect on our results of operations.
Climate change, including rising sea levels, flooding, prolonged periods of extreme temperature or other extreme weather, and changes in precipitation and temperature, may result in physical damage to, or a total loss of, our assets located in areas affected by these conditions, including those in low-lying areas close to sea level, such as National Landing, and/or decreases in demand, rent from, or the value of those assets. In addition, we may incur material costs to protect these assets, including increases in our insurance premiums as a result of the threat of climate change, or the effects of climate change may not be covered by our insurance policies. Furthermore, changes in federal and state legislation and regulations on climate change could result in increased utility expenses and/or increased capital expenditures to improve the energy efficiency and reduce carbon emissions of our properties in order to comply with such regulations or result in fines for non-compliance. Any of the foregoing could have a material and adverse effect on us.

We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease, develop and/or sell real estate.

Our operations and assets, and the operations of our tenants, are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. The cost to comply with such requirements may be significant and if we fail to comply with such requirements, we could be subject to significant fines. Moreover, environmental requirements have and may continue to become increasingly stringent, and our costs or operating restrictions may increase as a result. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate, clean up, or remediate hazardous or toxic substances and petroleum products released at or from that property, or to pay for the costs of the same. The owner or operator may also be held liable to a governmental entity or to third parties for property damage, natural resources damages, or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release, and the liability may be joint and several. The presence of contamination or the failure to remediate contamination 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) result in restrictions on the manner in which a property may be used or businesses may be operated, or (iv) impair our ability to sell or lease real estate or to borrow using the real estate as collateral. To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so. Other laws and regulations require proper management and maintenance of any known or presumed asbestos-containing materials, can require their abatement or removal in the event of damage, demolition, renovation or remodeling, and also govern emissions of and exposure to asbestos fibers in the air. In addition, the maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We may be subject to similar liabilities for activities of our predecessor companies conducted in the past. We could incur fines for environmental noncompliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure at or from our assets. Most of our assets have been subjected to varying degrees of environmental assessment at various times. To date, these environmental assessments have not revealed any environmental condition material to our business. However, we cannot give assurance that these environmental assessments have revealed all potential environmental liabilities, and identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us or operating restrictions on our properties. In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a "carbon tax"). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.

Risks Related to the Capital Markets and Related Activities

We face risks related to our common shares.

These risks include, among other things, the risk that an economic downturn or a deterioration in the capital markets may materially affect the value of our equity securities; the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares; the risk of dilution of ownership and/or voting power in our company due to certain actions taken by us; the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares; and the risk that the announcement of a material change may result in a rapid and significant decline in the price of our common shares. If any of the foregoing risks materialize, it could have a material adverse effect on us.

We have a substantial amount of indebtedness, and our debt agreements include restrictive covenants and other requirements, which may limit our financial and operating activities, our future acquisition and development activities, or otherwise affect our financial condition.

As of December 31, 2025, we had $2.5 billion aggregate principal amount of consolidated debt outstanding, and our unconsolidated real estate ventures had $175.0 million aggregate principal amount of debt outstanding ($35.0 million at our share), resulting in a total of $2.6 billion aggregate principal amount of debt outstanding at our share. A portion of our outstanding debt is guaranteed by JBG SMITH LP. Our cash flow from operations may be insufficient to meet our required debt service and payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our assets or to pay the dividends currently contemplated. Additionally, our debt agreements 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 in certain circumstances, to pay dividends, make distributions and repurchase common shares, and some of our debt agreements also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these and other covenants, and failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from other sources or give possession of a property to the lender. Any of the foregoing could affect our ability to obtain additional funds as needed, or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs or to finance our future acquisition and development activities.

We may not be able to obtain capital to make investments and/or obtaining that capital could fundamentally change the composition of our portfolio.

We are primarily dependent on external capital to fund the expected growth of our business. Our access to debt or equity capital depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. There can be no assurance that new capital will be available or available on acceptable terms.

Our future plans, including share repurchases, development and acquisitions, are capital intensive. We anticipate funding these plans through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof. To the extent we dispose of assets to fund our development and investment plans, we may dispose of multifamily, commercial, and/or retail assets as well as land, but expect, in the current environment, to source liquidity primarily from our multifamily assets in Washington, D.C. Depending on the type of assets we sell and extent of these sales, the composition of our portfolio could change significantly such that we may no longer be a mixed-asset real estate company, and depending on the resulting proportion of our office to multifamily assets, our portfolio may be viewed less favorably by investors and the capital markets, which could have an adverse effect on our ability to continue to raise capital to fund our business. Our development and investment plans may also require a significant amount of debt financing which subjects us to additional risks, such as rising interest rates. For information about our available sources of funds, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" and the notes to the consolidated financial statements included herein.

The liquidity of our common shares may decline as a result of our continued repurchase of our common shares.

Since launching our share repurchase program in 2020 through December 31, 2025, we have repurchased and retired 83.6 million common shares, which is 62.3% of the common shares outstanding as of December 31, 2019, for $1.6 billion, a weighted average purchase price per share of $18.79. In February 2025, our Board of Trustees increased our common share repurchase authorization from $1.5 billion to $2.0 billion. As a result of these repurchases, the ability of holders of common shares to buy and sell their common shares may have declined and may continue to decline as a result of future repurchases.

We are subject to interest rate risk, which could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt.

As of December 31, 2025, $205.0 million was outstanding under our revolving credit facility, and we had $600.9 million ($635.9 million, including our share of debt for unconsolidated real estate ventures) of mortgage loans outstanding both subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates. While most of these mortgage loans are protected against interest rate increases above specified rates via interest rate cap agreements, the remainder does not benefit from such arrangements. Further, we may borrow money at variable interest rates in the future without the benefit of associated hedges and caps. With respect to these unhedged amounts, increases in interest rates would increase our interest expense under these instruments, increase the cost of refinancing these instruments or issuing new debt, and adversely affect our cash flow and our ability to service our indebtedness and make distributions to our shareholders, which could, in turn, adversely affect the market price of our common shares. We may enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2025, our hedging transactions included interest rate cap agreements, which covered $410.9 million of our outstanding consolidated debt, primarily with two counterparties, which also exposes us to counterparty risk. Interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates, which could reduce the overall returns on our investments. Moreover, there can be no assurance that our hedging arrangements will qualify as highly effective hedges under applicable accounting standards. Furthermore, should we desire to terminate a hedging agreement, there could be significant costs and cash requirements. Additionally, we are required to maintain interest rate cap agreements under certain of our variable rate debt agreements. Renewing, extending or entering into new interest rate cap agreements in a rising and volatile interest rate environment may cause us to incur significant upfront costs. Finally, the REIT provisions of the Code impose certain restrictions on our ability to use hedges, swaps and other types of derivatives to hedge our liabilities. Any of the foregoing could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt.

Risks and Conflicts of Interest Related to Our Organization and Structure

Tax consequences to holders of OP Units upon a sale of certain of our assets may cause the interests of our senior management to differ from your own.

Some members of our senior management team and Board of Trustees are holders of OP Units. Those unitholders may have conflicting interests with holders of our common shares. For example, some holders of OP Units may suffer different and more adverse tax consequences than holders of our common shares upon the sale of certain of the assets owned by JBG SMITH LP, and, therefore, these holders may have different objectives regarding the appropriate pricing, timing and material terms of any sale or refinancing of certain assets, or whether to sell such assets at all, which could influence their decisions in their capacities as members of management or the Board of Trustees.

Certain of our trustees and executive officers may have actual or potential conflicts of interest as a result of other past and future investments in real estate ventures.

Ownership of interests in the JBG Legacy Funds, current or past service as a managing member at JBG, co-investments made alongside our investments, and other investments in real estate ventures by our executive officers and trustees, if any, could create, or appear to create potential conflicts of interest. Potential conflicts of interest may arise with the other relevant real estate ventures, including JBG Legacy Funds, if we engage in direct transactions or compete for assets or tenants. For example, we have entered, and in the future may enter into transactions with the JBG Legacy Funds, such as purchasing assets from them. Any such transaction creates a conflict of interest as a result of our management team's interests on both sides of the transaction because we manage the JBG Legacy Funds and because members of our management and Board of Trustees own interests in the general partner or other managing entities of the JBG Legacy Funds. Any of the above-described conflicts of interest could have a material adverse effect on us.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell or refinance such assets.

In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in JBG SMITH LP, which may result in shareholder dilution through the issuance of OP Units that may be exchanged for common shares. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct (as compared to a transaction where we do not inherit the contributor's tax basis but acquire tax basis equal to the value of the consideration exchanged for the property) until the OP Units issued in such transactions are redeemed for cash or converted into common shares. While no such protection arrangements existed as of December 31, 2025, in the future we may agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of, or refinance the debt on, the acquired properties for specified periods of time. Similarly, we may be required to incur or maintain debt we would otherwise not incur or maintain so that we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms that would be favorable absent such restrictions.

Our declaration of trust and bylaws, the partnership agreement of JBG SMITH LP and MGCL, and the Code contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common shares or that our shareholders otherwise believe to be in their best interest.

Our declaration of trust contains ownership limits with respect to our shares. Generally, to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer "individuals" (including some types of entities) at any time during the last half of our taxable year. To address this requirement and other tax considerations, our declaration of trust prohibits, among other things, the actual, beneficial or constructive ownership by any person of more than 7.5% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series, including our common shares. For these purposes, our declaration of trust includes a "group" as that term is used for purposes of Section 13(d)(3) of the Exchange Act in the definition of "person." Our Board of Trustees may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied, but is not required to grant any exemption. Our Board of Trustees may determine not to grant an exemption even if no adverse tax or REIT qualification consequences would be caused by ownership in excess of the 7.5% ownership limit.

This ownership limit and the other restrictions on ownership and transfer of our shares contained in our declaration of trust may: (i) discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest; or (ii) result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

Additionally, our declaration of trust authorizes the Board of Trustees, without shareholder approval, to establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders. For example, in October 2025, we issued Class B Shares to certain LTIP Unit and OP Unit holders. These Class B Shares, which have no economic rights and no rights to dividends, distributions or proceeds upon our liquidation, entitle such holders of Class B Shares to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class. Our declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change of control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders.

Provisions of MGCL could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest. Provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of common shares with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

provisions that prohibit business combinations between us and an "interested shareholder," defined generally as any holder or affiliate of any holder who beneficially owns 10% or more of the voting power of our shares, for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority shareholder voting requirements on these combinations; and
provisions that provide that a shareholder's "control shares" acquired in a "control share acquisition," as defined in the MGCL, have no voting rights, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, we have elected to opt out of the business combination and control share provisions of the MGCL. However, we cannot assure you that our Board of Trustees will not opt to be subject to such provisions of the MGCL in the future, including opting to be subject to such provisions retroactively.

Substantially all our assets are owned by subsidiaries. We depend on dividends and distributions from these subsidiaries. The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or other distributions to us.

Substantially all of our assets are held through JBG SMITH LP, which holds substantially all of its assets through wholly owned subsidiaries. JBG SMITH LP's cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of our cash flow is dependent on cash distributions to us by JBG SMITH LP. The creditors of each of our subsidiaries are entitled to payment of that subsidiary's obligations to them when due and payable before distributions may be made by that subsidiary to its equity holders. In addition, the operating agreements governing some of our subsidiaries which are parties to real estate joint ventures may have restrictions on distributions which could limit the ability of those subsidiaries to make distributions to JBG SMITH LP. Thus, JBG SMITH LP's ability to make distributions to holders of its units, including us, depends on its subsidiaries' ability first to satisfy their obligations to their creditors, and then to make distributions to holders of its units. Likewise, our ability to pay dividends depends on JBG SMITH LP's ability first to satisfy its obligations, if any, to its creditors and make distributions payable to holders of preferred units (if any), and then to make distributions to us. In addition, our participation in any distribution of the assets of any of our subsidiaries upon the liquidation, reorganization or insolvency of the subsidiary, occurs only after the claims of the creditors, including trade creditors, and preferred security holders, if any, of the applicable direct or indirect subsidiaries are satisfied.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited.

As permitted by MGCL, under our declaration of trust, trustees and officers shall not be liable to us and our shareholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services; or a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated. In addition, our declaration of trust and indemnification agreements require us to indemnify our trustees and officers (in some cases, without requiring a preliminary determination of the trustee's or officer's ultimate entitlement to indemnification) for actions taken by them in those and certain other capacities to the maximum extent permitted by MGCL. The Maryland REIT law permits a real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation. Generally, MGCL permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under MGCL, a Maryland corporation also may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist. Accordingly, if actions taken in good faith by any of our trustees or officers impede the performance of our company, our shareholder’s ability to recover damages from such trustee or officer will be limited.

Risks Related to Our Status as a REIT

We may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.

Although we believe that we are organized and intend to operate to qualify as a REIT for federal income tax purposes, we may fail to remain so qualified. Qualification and taxation as a REIT are governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify under the relevant statutory relief provisions, we would have to pay federal income tax on our taxable income at regular corporate rates, could not deduct our distributions in determining our taxable income subject to tax, and would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases. If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would not be required to make distributions to shareholders in that taxable year and in future years until we again were able to qualify as a REIT. In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions. Our REIT status is also dependent upon the REIT qualification of any REIT subsidiary in which we invest.

REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan or require us to make distributions of our shares or other securities.

For us to qualify to be taxed as a REIT, we generally must distribute to our shareholders each year at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. We intend to distribute 100% of our REIT taxable income to our shareholders out of assets legally available therefor. From time to time, we may generate taxable income greater than our cash flow. If we do not have other funds available, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and a 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Because amounts distributed will not be available to fund investment activities, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our shares. Restrictions on our ability to incur additional indebtedness or make certain distributions could preclude us from meeting the 90% distribution requirement. Consequently, there can be no assurance that we will be able to make distributions at the anticipated distribution rate or any other rate.

The tax imposed on REITs engaging in "prohibited transactions" may limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.

A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we and our subsidiary REITs believe that we have held, and intend to continue to hold, our properties for investment and do not intend to hold directly (rather than through taxable corporate subsidiaries) any properties that could be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available statutory safe harbor. In the case of some of our properties held through partnerships with third parties, our ability to control the disposition of such properties in a manner that avoids the imposition of the prohibited transactions tax depends in part on the action of third parties over which we have no control or only limited influence.

To comply with the restrictions imposed on REITs, we may have to conduct certain activities and own certain assets through a TRS, which will be subject to normal corporate income tax, and we could be subject to a 100% penalty tax if our transactions with our TRSs are not conducted on arm's length terms.

A TRS is an entity taxed as a corporation in which a REIT directly or indirectly holds stock and which has elected with the REIT to be treated as a TRS of the REIT and which is taxable as a regular corporation, at regular corporate income tax rates. As a REIT, we cannot own certain assets or conduct certain activities directly, without risking failing the income or asset tests that apply to REITs. We can, however, hold these assets or undertake these activities through a TRS. For example, we generally cannot provide certain non-customary services to our tenants, and we cannot derive income from a third party that provides such services. If we forego providing such services to our tenants, we may be at a disadvantage to competitors who are not subject to the same restrictions. Accordingly, we provide such non-customary services to our tenants and share in the revenue from such services through our TRSs. As noted, the income earned through our TRSs will be subject to corporate income taxes. In addition, a 100% excise tax will be imposed on certain transactions between us and our TRSs that are not conducted on an arm's length basis.

Changes in tax laws could negatively impact us.

U.S. federal income tax laws governing REITs and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect. Changes to the U.S. federal income tax laws, including the possibility of major tax legislation, could have a material and adverse effect on us or our shareholders. We cannot predict whether, when, to what extent or with what effective dates new U.S. federal tax laws, regulations, interpretations or rulings will be issued. Prospective investors are urged to consult their tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our shares.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements within the meaning of the federal securities laws. 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 Annual Report on Form 10-K.

In particular, information included under "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements. 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 factors include:

the economic health and public safety climate of the greater Washington, D.C. metropolitan area and our geographic concentration therein, particularly our concentration in National Landing;
trends in demand for office space in the Washington, D.C. metropolitan area, particularly with respect to our two largest tenants: Amazon and the federal government as well as tenants in defense and technology industries;
the amount and timing of Amazon’s investments in National Landing and revenue we receive from them currently and may receive in the future;
whether any or all of the other demand drivers discussed above will fail to materialize;
reductions in or actual or threatened changes to the timing of federal government spending;
changes in general political, regulatory, economic, public safety and competitive conditions and specific market conditions;
the risks associated with federal government shutdowns and the federal government’s recent and ongoing efforts to reduce government spending;
the risks associated with real estate development and redevelopment, including unanticipated expenses, delays and other contingencies;
the risks associated with the acquisition, disposition and ownership of real estate in general and our real estate assets in particular;
the ability to complete desired acquisitions, dispositions and share repurchases on the terms and timeline anticipated;
the ability to control our operating expenses;
the risks related to co-investments in real estate ventures and partnerships, including the ability to source joint venture capital for our development pipeline;
the ability to renew leases, lease vacant space, re-let space as leases expire, or strategically take buildings out of service, and to do so on favorable terms;
the economic health of our tenants;
fluctuations in interest rates;
the liquidity of our common shares;
the supply of competing properties and competition in the real estate industry generally;
the availability and terms of financing and capital and the general volatility of securities markets;
the risks associated with mortgage loans and other indebtedness;
compliance with applicable laws, including those concerning the environment and access by persons with disabilities;
the ability to meet certain environmental targets;
increased investor and government focus and activism (both positive and negative) related to sustainability and social responsibility matters;
terrorist attacks, acts of violence and the occurrence of cyber incidents or system failures;
the ability to maintain key personnel;
failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and
other factors discussed under the caption "Risk Factors."

For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in this Annual Report on Form 10-K.

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 Annual Report on Form 10-K or the date of any document incorporated by reference. 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 Annual Report on Form 10-K.

Cybersecurity

As filed, 6,378 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Strategy and Risk Management

To mitigate cybersecurity risks we have adopted a process of continuous improvement and adaptation to the ever-changing threat landscape. As part of this process, we engage with industry-leading managed security service providers to supplement our efforts in preventing, identifying and responding to cybersecurity threats. Our information technology operations, information security processes and CIRP are informed by the National Institute of Standards and Technology Cybersecurity Framework.

We have adopted a cloud-first strategy which is a foundational element to our overall cybersecurity posture. For essential systems, we utilize SaaS-based software partners who annually conduct Statement on Standards for Attestation Engagements SOC 1 or SOC 2 assessments, as appropriate, based on functional use within our company. Based on the nature of services provided by our technology partners, our third-party risk management process may include:

Reviewing cybersecurity practices of such provider;
Contractually obligating the provider to share detailed results of cybersecurity assessments on an annual basis;
Contractually obligating the provider to make us aware of significant cybersecurity related incidents; and
Coordinating independent security assessments with the provider utilizing our own resources.

Cybersecurity Risk Management

We have adopted a cybersecurity risk management process that is designed to identify and mitigate potential cybersecurity risks. On an annual basis, we work with credible, third-party cybersecurity experts to assess our ability to prevent, identify, and respond to cybersecurity threats through internal and external penetration tests and monthly vulnerability scans. We also test our organizational cybersecurity capabilities through facilitated tabletop exercises which simulate real life scenarios. Together with the findings of the SOC 1 and 2 assessments, and our threat intelligence and monitoring activities, these exercises, tests and scans help us identify potential cybersecurity risks.

We seek to mitigate cybersecurity risks we identify through a variety of methods, including:

When practical and necessary, we patch vulnerabilities that are identified.
We deploy endpoint detection and monitoring technologies to identify potential cybersecurity incidents, which have capabilities to automatically isolate and terminate vulnerabilities.
We utilize industry-standard tools and controls for user management, authentication, and privileged access management.
We back up our systems and data to mitigate the impact of a cybersecurity event that would impact our ability to operate or result in the loss of data.
We partner with strategic managed cybersecurity service providers to supplement the capabilities of our internal team.
We periodically test, evaluate and refine our CIRP in response to identified risks.
To manage the third-party cybersecurity risk introduced by our cloud-first strategy, we have implemented a due diligence process for new software partners as well as an annual review process for essential SaaS system partners.
We conduct cybersecurity awareness training annually and simulated phishing campaigns no less than quarterly to test and educate our employees.

Notwithstanding the steps we take to address cybersecurity, we may not be successful in preventing or mitigating all cybersecurity incidents or threats.

Governance

Our Chief Information & Technology Officer provides oversight and guidance of our cybersecurity risk management strategy, programs and processes. The Chief Information & Technology Officer has over 20 years of experience in information technology in the real estate sector, leading organizations through strategic technology and process improvement initiatives. He is supported in his efforts by a team of technical experts who have had formal training and possess relevant industry related experience in addition to managed cybersecurity service providers who specialize in preventing, identifying and responding to cybersecurity threats.

The Audit Committee of our Board of Trustees provides board-level governance and oversight regarding cybersecurity matters. Management meets with the Audit Committee periodically to discuss cybersecurity strategy, risk, trends, and internal personnel and qualifications. As part of our annual enterprise risk assessment, technology and cyber risks are risk factors which are ranked and reviewed by management.

In the event of a cybersecurity incident, we engage our CIRP, which provides a framework of processes and procedures related to identifying, categorizing, responding, containing, analyzing, and eradicating cybersecurity threats to mitigate downtime and promptly restore systems and services. Management has responsibility for reporting cybersecurity incidents to the Audit Committee in a timely manner, if consistent with our CIRP. The CIRP also addresses management's responsibility, with Audit Committee oversight, with respect to any reporting or disclosure determinations related to a given cybersecurity incident and provides for Audit Committee and Board of Trustee briefings as appropriate.

Risks, Threats and Material Incidents

We and our third-party providers have experienced cybersecurity threats and incidents in the past and we expect them to continue. However, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition within the last three years. Notwithstanding the extensive approach we take to address cybersecurity, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See Item 1A "Risk Factors" - Risks Related to Our Business and Operations - The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business relationships, all of which could negatively impact our financial results.

Properties

As filed, 14,037 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Note on presentation of "at share" information. We present certain financial information and metrics "at JBG SMITH Share," which is calculated on an entity-by-entity basis, but exclude our 10.0% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, 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. "At JBG SMITH Share" information, which we also refer to as being "at share," "our pro rata share" or "our share," is not, and is not intended to be, a presentation in accordance with GAAP. Because as of December 31, 2025, 10.4% of our assets, as measured by total square feet, was held through real estate ventures in which we own less than 100% of the ownership interest, we believe this form of presentation, which includes our economic interests in the unconsolidated real estate ventures, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization. We classify our portfolio as "operating," "under-construction," or "development pipeline." As of December 31, 2025, there were no assets under construction.

The following tables summarize information about our multifamily, commercial and development pipeline portfolios as of December 31, 2025. Many of our assets in the development pipeline are adjacent to or an integrated component of operating multifamily or commercial assets in our portfolio. A number of our assets included in the following tables are held through real estate ventures with third parties or are subject to ground leases. In addition to other information, the following tables indicate our percentage ownership, whether the asset is consolidated or unconsolidated, and whether the asset is subject to a ground lease.

Multifamily Assets

Multifamily Assets National Landing	Ownership	C/U (1)	Same Store (2): 2024-2025	Number of Units	Total Square Feet	Leased	Multifamily Occupied	Retail % Occupied
RiverHouse Apartments (Ashley, James and Potomac)	100.0%	C	Y	1,676	1,326,219	91.8%	90.7%	100.0%
The Bartlett	100.0%	C	Y	699	619,372	95.5%	93.8%	100.0%
Reva	100.0%	C	N	471	324,188	77.8%	76.9%	38.5%
The Grace	100.0%	C	N	337	311,903	86.1%	83.4%	81.8%
220 20th Street	100.0%	C	Y	265	271,476	95.1%	95.1%	100.0%
2221 S. Clark Street - Residential (3)	100.0%	C	Y	216	96,948	73.2%	71.6%	—

D.C.
The Wren	100.0%	C	Y	433	332,682	92.6%	90.8%	100.0%
F1RST Residences	100.0%	C	Y	325	270,928	89.2%	88.0%	100.0%
Atlantic Plumbing	100.0%	C	Y	310	245,228	91.8%	91.0%	90.7%
1221 Van Street	100.0%	C	Y	291	225,592	85.5%	82.8%	100.0%
901 W Street	100.0%	C	Y	161	154,340	89.8%	88.2%	74.6%
900 W Street (3)	100.0%	C	Y	95	71,050	45.3%	32.6%	—
West Half	60.0%	C	Y	465	385,372	87.4%	86.5%	83.1%

Total / Weighted Average (3)				5,744	4,635,298	90.2%	88.7%	89.4%

Recently Delivered
National Landing
Valen	100.0%	C	N	355	302,803	34.8%	33.2%	—
The Zoe	100.0%	C	N	420	274,995	51.2%	48.8%	100.0%

Total / Weighted Average				775	577,798	42.6%	41.7%	42.2%

Operating - Total / Weighted Average (3)				6,519	5,213,096	84.8%	82.8%	86.1%

Totals at JBG SMITH Share (3)				6,333	5,058,947	84.7%	82.7%	86.3%

Note: At 100% share, unless otherwise noted.

(1) "C" denotes a consolidated interest and "U" denotes an unconsolidated interest.

(2) "Y" denotes an asset as same store and "N" denotes an asset as non-same store.

(3) 2221 S. Clark Street - Residential and 900 W Street are excluded from percent leased and percent occupied metrics as they are operated as short-term rental properties.

Commercial Assets

% Same Store (2): Commercial Assets Ownership C/U (1) 2024-2025 National Landing	Total Square Feet	Leased	Office % Occupied	Retail % Occupied
1550 Crystal Drive (3) 100.0% C Y	555,236	90.1%	87.3%	98.9%
2121 Crystal Drive 100.0% C Y	509,595	66.8%	64.7%	100.0%
2345 Crystal Drive 100.0% C Y	499,635	33.3%	32.4%	74.3%
2231 Crystal Drive 100.0% C Y	468,755	69.1%	65.6%	97.4%
2011 Crystal Drive 100.0% C Y	441,634	68.8%	49.1%	51.4%
2451 Crystal Drive 100.0% C Y	402,276	85.4%	85.2%	92.6%
241 18th Street S. (3) 100.0% C Y	337,053	88.3%	85.2%	100.0%
201 12th Street S. 100.0% C Y	335,231	89.2%	88.8%	100.0%
251 18th Street S. (3) 100.0% C Y	301,809	94.3%	95.5%	12.2%
1770 Crystal Drive 100.0% C Y	273,787	98.3%	100.0%	67.8%
200 12th Street S. 100.0% C Y	202,761	52.8%	52.8%	—
1901 South Bell Street (3) 100.0% C Y	71,986	100.0%	100.0%	—
Crystal Drive Retail (3) 100.0% C Y	44,094	86.6%	—	86.6%
1235 S. Clark Street 100.0% C Y	384,688	67.2%	62.8%	97.8%
1215 S. Clark Street 100.0% C Y	336,159	99.6%	100.0%	44.5%
1225 S. Clark Street 100.0% C Y	276,184	99.1%	100.0%	80.9%

Other
Tysons Dulles Plaza 100.0% C N	491,494	69.4%	69.4%	70.1%
800 North Glebe Road 100.0% C Y	306,210	83.1%	82.2%	92.4%
One Democracy Plaza (4) (5) 100.0% C Y	213,417	84.2%	84.0%	100.0%
1101 17th Street 100.0% C Y	210,451	84.2%	84.3%	82.8%
Dulles View (5) (6) 60.0% U N	354,378	70.7%	70.7%	—
4747 Bethesda Avenue (7) 20.0% U Y	300,535	92.8%	92.4%	100.0%

Operating - Total / Weighted Average	7,317,368	77.8%	75.5%	88.9%

Operating - Total / Weighted Average at JBG SMITH Share	6,935,189	77.5%	75.1%	88.6%

Note: At 100% share, unless otherwise noted.

(1) "C" denotes a consolidated interest and "U" denotes an unconsolidated interest.

(2) "Y" denotes an asset as same store and "N" denotes an asset as non-same store.

(3) The following assets contain space that is held for development or not otherwise available for lease. This out-of-service square footage is excluded from square feet, leased and occupancy metrics in the above table.

Commercial Asset	In-Service	Not Available for Lease
1550 Crystal Drive	555,236	4,281
241 18th Street S.	337,053	26,557
251 18th Street S.	301,809	38,678
1901 South Bell Street	71,986	202,926
Crystal Drive Retail	44,094	85,052
2221 S. Clark Street - Office	—	35,182

(4) Asset is subject to a ground lease through 2084, where we are the lessee.

(5) Not Metro-served.

(6) In December 2025, we acquired Dulles View, comprising two commercial buildings in Herndon, Virginia, through a real estate venture, for $31.5 million of which our 60.0% share was $18.9 million.

(7) Includes our corporate office lease of 62,645 square feet.

Development Pipeline

Submarket	Estimated Potential Development Density (SF) Total	Multifamily	Office	Retail
National Landing (1)	3,395,700	2,659,700	656,400	79,600
D.C.	175,700	42,700	133,000	—

Totals at JBG SMITH Share	3,571,400	2,702,400	789,400	79,600

Note: Excludes unentitled land parcels and land parcels controlled through an option agreement.

(1) In February 2026, we sold a development parcel in Alexandria, Virginia with 347,700 square feet of estimated potential development density for $50.7 million.

Major Tenants

The following table summarizes information for our 10 largest tenants by annualized rent as of December 31, 2025:

(In thousands)

Tenant	Number of Leases	At JBG SMITH Share Square Feet	% of Total Square Feet	Annualized Rent	% of Total Annualized Rent
GSA	30	1,452,629	26.5%	$58,304	23.6%
Amazon	3	357,339	6.5%	16,851	6.8%
Lockheed Martin Corporation	2	183,442	3.3%	9,393	3.8%
Accenture Federal Services LLC	2	123,706	2.3%	5,726	2.3%
Public Broadcasting Service	1	120,328	2.2%	5,260	2.1%
Whole Foods Market Group Inc	3	98,625	1.8%	3,909	1.6%
American Diabetes Association	1	80,998	1.5%	3,852	1.6%
Nooks LLC	3	76,328	1.4%	3,710	1.5%
Booz Allen Hamilton Inc	2	69,328	1.3%	3,501	1.4%
National Consumer Cooperative	1	65,736	1.2%	3,372	1.4%
Total	48	2,628,459	48.0%	$113,878	46.1%

Note: Includes all leases as of December 31, 2025 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio.

Lease Expirations

The following table sets forth as of December 31, 2025 the scheduled expirations of tenant leases in our Operating Portfolio for each year from 2026 through 2034 and thereafter:

(In thousands)

Year of Lease Expiration	Number of Leases	At JBG SMITH Share Square Feet	% of Total Square Feet	Annualized Rent (1)	% of Total Annualized Rent	Annualized Rent Per Square Foot (1)
Month-to-Month	9	122,504	2.2%	$5,070	2.1%	$41.39
2026	71	424,013	7.7%	20,334	8.2%	47.96
2027	57	784,095	14.3%	37,683	15.3%	48.06
2028	37	416,228	7.6%	19,171	7.8%	46.06
2029	41	361,007	6.6%	17,086	6.9%	47.33
2030	37	639,032	11.7%	30,113	12.2%	47.12
2031	39	641,617	11.7%	25,205	10.2%	39.28
2032	20	699,343	12.8%	28,349	11.5%	40.54
2033	28	361,490	6.6%	15,917	6.4%	44.03
2034	23	230,083	4.2%	11,910	4.8%	62.37
Thereafter	38	805,491	14.6%	35,992	14.6%	44.68
Total / Weighted Average	400	5,484,903	100.0%	$246,830	100.0%	$45.33

Note: Includes all leases as of December 31, 2025 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio and assuming no exercise of renewal options or early termination rights. The weighted average remaining lease term for the entire portfolio is 5.2 years.

(1) Annualized rent and annualized rent per square foot exclude percentage rent and the square footage of tenants that only pay percentage rent.

Legal proceedings

As filed, 2,903 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 trial began 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 was recently made a defendant in the litigation, had previously entered into a project management agreement with 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 consolidated balance sheet. Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

Management's discussion and analysis

As filed, 80,565 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion is intended to provide material information relevant to our financial condition and results of operations, including cash flows, and should be read in conjunction with the consolidated financial statements and notes thereto appearing in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Organization and Basis of Presentation

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, where through our focus on Placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods. 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 LP.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017, substantially all the assets and liabilities of Vornado's Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG.

We have elected to be taxed as a REIT under sections 856-860 of 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.

As a REIT, we can reduce our taxable income by distributing all or a portion of such taxable income to shareholders. Future distributions will be declared and paid at the discretion of the Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code, and such other factors as our Board of Trustees deems relevant.

We also participate in the activities conducted by our subsidiary entities that have elected to be treated as TRSs under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. Income taxes attributable to our TRSs are accounted for under the asset and liability method. Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future.

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

We compete with many property owners, investors 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 on acceptable terms as it comes due.

Overview

Outlook

Our capital allocation strategy remains anchored in our core objective of maximizing long-term NAV per share growth. Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital and risk-adjusted return potential. We continue to believe that share repurchases offer highly attractive returns when our shares trade at a meaningful discount to NAV. In today’s market environment, we believe that distressed office acquisitions offer comparably compelling economics. Going forward, the balance between our investment in new acquisitions and share repurchases will remain entirely opportunistic. We intend to fund growth opportunities through a combination of asset sales and private equity joint ventures. The latter may allow us to generate additional fee and carried interest revenue. During 2025, we capitalized on distressed office acquisitions by acquiring Tysons Dulles Plaza, a three-building office campus with 491,494 square feet in Tysons, Virginia, for $42.3 million. We also acquired Dulles View, two office towers in Herndon, Virginia, which comprise 354,378 square feet, through a real estate venture for $31.5 million, or $18.9 million at our 60.0% share.

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 2025, we sold three multifamily assets and two development parcels for total gross sales proceeds of $554.0 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.

We have observed softness in our multifamily portfolio, which is mirrored by the broader Washington, D.C. metropolitan area largely the result of job losses primarily in the District of Columbia. Our same-store multifamily portfolio was 90.4% occupied as of December 31, 2025, a decrease of 440 basis points as compared to December 31, 2024. During 2025, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 1.1% for new leases and increased by 5.0% upon renewal while achieving a 56.2% renewal rate across our portfolio. The Grace and Reva, which were placed into service in 2024 were 86.1% and 77.8% leased as of December 31, 2025; and our recently delivered assets, The Zoe and Valen, which were placed into service in 2025, were 42.6% leased as of December 31, 2025. These assets are not included in our multifamily same-store portfolio. 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 75.1% as of December 31, 2025, a decrease of 140 basis points as compared to December 31, 2024. Leasing activity in our National Landing portfolio continues to be driven primarily by office users who fall into three categories (i) those who need secure facility space; (ii) technology-related new tenants; and (iii) defense-related tenants who have long resided in this submarket. 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 interventions 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. With the objective of ultimately reducing our competitive office inventory in National Landing, during 2025, we took 202,926 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. We expect to help foster a healthier long-term office market by 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 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density in our development pipeline and intend to seek joint venture capital to fund these developments as market conditions permit.

Operating Results

Highlights of operating results for the year ended December 31, 2025 included:

net loss attributable to common shareholders of $139.1 million, or $2.09 per diluted common share, compared to $143.5 million, or $1.65 per diluted common share, for 2024;
third-party real estate services revenue, including reimbursements, of $62.2 million compared to $69.5 million for 2024;
same-store multifamily portfolio leased and occupied percentages (1) at our share of 91.8% and 90.4% compared to 96.3% and 94.8% as of December 31, 2024;
operating commercial portfolio leased and occupied percentages at our share of 77.5% and 75.1% compared to 78.6% and 76.5% as of December 31, 2024;
the leasing of 723,000 square feet at our share, at an initial rent (2) of $47.73 per square foot and a GAAP-basis weighted average rent per square foot (3) of $46.92; and
a decrease in same store (4) NOI of 5.1% to $222.4 million compared to $234.3 million for 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, 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, excluding assets for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

Additionally, investing and financing activity during the year ended December 31, 2025 included:

the acquisition of Tysons Dulles Plaza. See Note 3 to the consolidated financial statements for additional information;
the sale of The Batley, WestEnd25, 8001 Woodmont and two development parcels. See Note 3 to the consolidated financial statements for additional information;
the acquisition of Dulles View, through a real estate venture. See Note 5 to the consolidated financial statements for additional information;
the sale of a 40.0% interest in a real estate venture that owns West Half. See Note 13 to the consolidated financial statements for additional information;
the refinancing of the RiverHouse Apartments mortgage loan. See Note 10 to the consolidated financial statements for additional information;
net borrowings of $120.0 million under our revolving credit facility;
the payment of dividends totaling $48.4 million and distributions to our redeemable noncontrolling interests of $12.9 million;
the repurchase and retirement of 26.8 million of our common shares for $443.1 million, a weighted average purchase price per share of $16.52; and
the investment of $122.3 million in development costs, construction in progress and real estate additions.

Activity subsequent to December 31, 2025 included:

the one-year extension of the maturity date of the Tranche A-1 Term Loan to January 2027;
the sale of a development parcel. See Note 3 to the consolidated financial statements for additional information; and
the repurchase and retirement of 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that in certain circumstances may significantly impact our financial results. These estimates are prepared using management's best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-party experts. Actual results could differ from these estimates. We consider an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.

Our significant accounting policies are fully described in Note 2 to the consolidated financial statements; however, the most critical accounting estimates, which involve the use of judgments as to future uncertainties and, therefore, may result in actual amounts that differ from estimates, are as follows:

Asset Acquisitions

Description: We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt. We estimate the fair values of acquired assets and liabilities assumed based on our evaluation of information and estimates available at the date of acquisition. Based on these estimates, we allocate the purchase price, including all transaction costs related to the acquisition and any contingent consideration, to the identified assets acquired and liabilities assumed based on their relative fair value.

Judgments and Uncertainties: Asset acquisitions primarily consist of buildings and land. The fair values of buildings are determined using the "as-if vacant" approach whereby we use discounted cash flow models with inputs and assumptions that we believe are consistent with current market conditions for similar assets. The most significant assumptions in determining the allocation of the purchase price to buildings are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods, when applicable. We assess the fair value of land based on market comparisons and development projects using an income approach of cost plus a margin.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, to the extent the estimates and assumptions in our discounted cash flow models used to value our buildings or our projections of land value change due to market conditions or other factors, our estimated fair values may be different and such differences could be material to our consolidated financial statements.

Real Estate

Description: Real estate is carried at cost, net of accumulated depreciation. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property.

Judgments and Uncertainties: Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flows are based on our current plans, anticipated holding periods and available market information at the time the analyses are prepared. An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value. Estimated fair values are calculated based on the following information in order of priority, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, if our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates, capitalization and discount rates, and capital requirements that could differ materially from actual results. Longer anticipated holding periods for real estate assets directly reduce the likelihood of recording an impairment loss. If there is a change in the strategy for an asset or if market conditions dictate a shorter holding period, an impairment loss may be recognized, and such loss could be material.

Investments in Real Estate Ventures

Description: We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence, but do not have a controlling financial interest.

Judgments and Uncertainties: On a periodic basis, we evaluate our investments in unconsolidated real estate ventures for impairment. An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis. Cash flow projections for the investments consider property level factors such as expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the venture, our intent and ability to retain our investment in the real estate venture, financial condition and long-term prospects of the real estate venture and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment loss is recorded. If our analysis indicates that there is an other-than temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment. In the event our investment in a real estate venture is reduced to zero, and we are not obligated to provide for additional losses, have not guaranteed its obligations or otherwise committed to providing financial support, we will discontinue the equity method of accounting until such point that our share of net income equals the share of net losses not recognized during the period the equity method was suspended.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, if our cash flow projections or our evaluation of qualitative factors change, based on market conditions or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Cash flow projections are subjective and are based, in part, on assumptions regarding expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors that could differ materially from actual results. If our assessment that an impairment is other-than-temporary changes, it could result in an impairment loss that could be material to our consolidated financial statements.

Revenue Recognition

Description: We have leases with various tenants across our portfolio of properties, which generate rental income and operating cash flows for our benefit. Property rental revenue includes base rent each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of periodic step-ups in rent and rent abatements under the lease.

Judgments and Uncertainties: We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable that we will collect the remaining lease payments under the lease agreements. We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination.

Sensitivity of Estimate to Change: If the probability of collection changes, due to tenant creditworthiness, changes to tenant payment patterns or economic trends, our evaluation of collectability may be different and such differences could be material to our consolidated financial statements.

Recent Accounting Pronouncements

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

Results of Operations

The following section discusses certain line items from our consolidated statements of operations and the year-to-year comparisons between 2025 and 2024. Discussions of the year-to-year comparisons between 2024 and 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.

In 2025, we sold 8001 Woodmont, WestEnd25 and The Batley, 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 2025, we took 202,926 square feet out of service at 1901 South Bell Street, and in 2024, we took 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive out of service. In 2025, we acquired Tysons Dulles Plaza and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street. In 2025, we began leasing The Zoe and Valen, and in 2024, we began leasing The Grace and Reva.

Comparison of the Year Ended December 31, 2025 to 2024

The following table summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2025 compared to the same period in 2024:

(Dollars in thousands)

	Year Ended December 31, 2025	2024	% Change
Property rental revenue	$416,801	$456,950	(8.8)%
Third-party real estate services revenue, including reimbursements	62,227	69,465	(10.4)%
Depreciation and amortization expense	190,064	208,180	(8.7)%
Property operating expense	141,714	146,609	(3.3)%
Real estate taxes expense	48,863	52,606	(7.1)%
General and administrative expense:
Corporate and other	59,169	58,790	0.6%
Third-party real estate services	60,594	74,264	(18.4)%
Interest expense	142,037	134,068	5.9%
Gain (loss) on the sale of real estate, net	46,633	(2,753)	*
Impairment loss	65,847	55,427	18.8%

* Not meaningful.

Property rental revenue decreased by $40.1 million, or 8.8%, to $416.8 million in 2025 from $457.0 million in 2024. The decrease was primarily due to a $30.6 million decrease in revenue from our commercial assets and an $8.2 million decrease in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $16.3 million decrease related to the Disposed Properties, an $8.9 million decrease primarily related to assets that were taken out of service, a $2.8 million decrease in lease termination revenue and lower occupancy across the portfolio, partially offset by a $12.2 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 $32.4 million decrease related to the Disposed

Properties and lower occupancy across the portfolio, partially offset by a $21.0 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 $7.2 million, or 10.4%, to $62.2 million in 2025 from $69.5 million in 2024. The decrease was primarily due to a $3.0 million decrease in property management fees, a $1.0 million decrease in other service revenue, a $961,000 decrease in leasing fees and an $818,000 decrease in development fees.

Depreciation and amortization expense decreased by $18.1 million, or 8.7%, to $190.1 million in 2025 from $208.2 million in 2024. The decrease was primarily due to (i) a $19.8 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 and (iii) a $9.9 million decrease related to certain assets being either fully depreciated or written off in 2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $13.4 million increase as The Grace, Reva, The Zoe and Valen were placed into service, (v) a $6.3 million increase related to 2011 Crystal Drive and 2231 Crystal Drive primarily due to the acceleration of depreciation for certain assets in 2025 and (vi) a $3.5 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

Property operating expense decreased by $4.9 million, or 3.3%, to $141.7 million in 2025 from $146.6 million in 2024. The decrease was primarily due to a $7.7 million decrease in other property operating expense, partially offset by a $1.7 million increase in property operating expense from our commercial assets and a $1.1 million increase in property operating expense from our multifamily assets. The decrease in other property operating expense was primarily due to a $3.4 million decrease related to tenant-related construction management projects, a $2.3 million decrease in insurance expenses covered by our captive insurance subsidiary and a $1.6 million decrease related to operating expenses for properties under development. The increase in property operating expense from our commercial assets was primarily due to a $4.0 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, and higher operating expenses primarily due to tenant-related construction management projects, utilities and marketing expenses, partially offset by a $4.7 million decrease related to the Disposed Properties. The increase in property operating expense from our multifamily assets was primarily due to a $5.6 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, partially offset by a $9.8 million decrease related to the Disposed Properties.

Real estate taxes expense decreased by $3.7 million, or 7.1%, to $48.9 million in 2025 from $52.6 million in 2024. The decrease was primarily due to a $4.9 million decrease related to the Disposed Properties and lower property tax assessments for certain assets, partially offset by a $2.7 million increase related to The Grace, Reva, The Zoe and Valen, which were placed into service, and a $1.1 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

General and administrative expense: corporate and other increased by $379,000, or 0.6%, to $59.2 million in 2025 from $58.8 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 $13.7 million, or 18.4%, to $60.6 million in 2025 from $74.3 million in 2024. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses both related to a decline in the number of third-party management contracts.

Interest expense increased by $8.0 million, or 5.9%, to $142.0 million in 2025 from $134.1 million in 2024. The increase was primarily due to (i) a $12.7 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (ii) a $9.1 million decrease in capitalized interest primarily related to The Grace, Reva, The Zoe and Valen, which were placed into service, (iii) a $4.0 million increase due to draws on the mortgage loan related to The Zoe and Valen, and (iv) a $3.2 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) an $11.0 million decrease related to mortgage loans on 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 $2.8 million decrease related to The Grace and Reva mortgage loan, which was refinanced in December 2024 with a fixed interest rate mortgage loan and (vii) a $2.6 million decrease related to lower rates on variable rate mortgage loans.

Gain on the sale of real estate of $46.6 million in 2025 was primarily due to the sale of WestEnd25. Loss on the sale of real estate of $2.8 million in 2024 was primarily due to the sale of Fort Totten Square and North End Retail, partially offset by the recognition of previously recorded contingent liabilities relieved in connection with the sale of Central Place Tower by one of our unconsolidated joint ventures.

Impairment loss of $65.8 million in 2025 was related to The Batley, 2200 Crystal Drive, a development parcel and wireless spectrum licenses, which were written down to their estimated fair value. Impairment loss of $55.4 million in 2024 was related to 1901 South Bell Street, 2101 L Street, 8001 Woodmont and two development parcels, which were written down to their estimated fair value.

FFO

FFO is a non-GAAP financial measure computed in accordance with the definition established by 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 table reconciles net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

(In thousands)

	Year Ended December 31, 2025	2024	2023
Net loss attributable to common shareholders	$(139,063)	$(143,526)	$(79,978)
Net loss attributable to redeemable noncontrolling interests	(28,998)	(22,202)	(10,596)
Net loss attributable to noncontrolling interests	—	(12,025)	(1,135)
Net loss	(168,061)	(177,753)	(91,709)
(Gain) loss on the sale of real estate, net of tax	(46,633)	1,541	(79,335)
Pro rata share of gain on the sale of unconsolidated real estate assets, net of tax	(1,570)	(480)	(411)
Real estate depreciation and amortization	186,608	201,510	203,269
Real estate impairment loss	36,584	37,191	90,226
Impairment related to unconsolidated real estate ventures	—	—	28,598
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures	3,326	3,978	11,545
FFO attributable to redeemable noncontrolling interests in consolidated real estate ventures	(1,786)	—	—
FFO attributable to noncontrolling interests in consolidated real estate ventures	—	—	1,024
FFO attributable to OP Units	8,468	65,987	163,207
FFO attributable to redeemable noncontrolling interests	(1,893)	(10,361)	(22,820)
FFO attributable to common shareholders	$6,575	$55,626	$140,387

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 consolidated 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 year ended December 31, 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 by $12.0 million, or 5.1%, to $222.4 million for the year ended December 31, 2025 from $234.3 million for the year ended December 31, 2024. The decrease was substantially attributable to (i) lower occupancy and recovery revenue and higher utilities expense, 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 table reconciles net loss attributable to common shareholders to NOI at our share and same store NOI at our share:

	Year Ended December 31, 2025	2024
Net loss attributable to common shareholders	$(139,063)	$(143,526)
Net loss attributable to redeemable noncontrolling interests	(28,998)	(22,202)
Net loss attributable to noncontrolling interests	—	(12,025)
Net loss	(168,061)	(177,753)
Add:
Depreciation and amortization expense	190,064	208,180
General and administrative expense:
Corporate and other	59,169	58,790
Third-party real estate services	60,594	74,264
Transaction and other costs	6,223	5,317
Interest expense	142,037	134,068
(Gain) loss on the extinguishment of debt, net	2,402	(9,235)
Impairment loss	65,847	55,427
Income tax expense (benefit)	(3,830)	762
Less:
Third-party real estate services, including reimbursements revenue	62,227	69,465
Loss from unconsolidated real estate ventures, net	(4,420)	(7,122)
Interest and other income, net	4,211	11,598
Gain (loss) on the sale of real estate, net	46,633	(2,753)
Adjustments:
NOI attributable to unconsolidated real estate ventures at our share	4,162	6,808
Real estate venture partner’s share of NOI attributable to consolidated real estate ventures	(1,975)	—
Non-cash rent adjustments (1)	2,838	(9,482)
Other adjustments (2)	(687)	1,321
Total adjustments	4,338	(1,353)
NOI at our share	250,132	277,279
Less: out-of-service NOI loss (3) (4)	(6,368)	(9,922)
Operating Portfolio NOI (4)	256,500	287,201
Non-same store NOI (4) (5)	34,140	52,871
Same store NOI (4) (6)	$222,360	$234,330

Change in same store NOI	(5.1%)
Number of properties in same store pool	33

(1) Adjustment to exclude deferred rent, above/below market lease amortization/accretion 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 table summarizes NOI at our share for our multifamily and commercial segments:

(Dollars in thousands, at our share)

	Multifamily Year Ended December 31, 2025	2024	% Change	Commercial 2025	2024	% Change
Property rental revenue	$203,096	$214,431	(5.3)%	$210,467	$230,039	(8.5)%
Other property revenue	2,841	3,677	(22.7)%	16,776	17,517	(4.2)%
Total property revenue	205,937	218,108	(5.6)%	227,243	247,556	(8.2)%
Property expense:
Real estate taxes	23,106	22,197	4.1%	22,436	27,103	(17.2)%
Payroll	14,714	16,347	(10.0)%	12,735	13,293	(4.2)%
Utilities	15,341	15,337	—	14,166	14,311	(1.0)%
Repairs and maintenance	23,469	22,396	4.8%	21,102	22,088	(4.5)%
Other property operating	12,338	11,612	6.3%	21,456	17,733	21.0%
Total property expense	88,968	87,889	1.2%	91,895	94,528	(2.8)%
NOI from reportable segments	$116,969	$130,219	(10.2)%	$135,348	$153,028	(11.6)%

Comparison of the Year Ended December 31, 2025 to 2024

Multifamily: Property revenue at our share decreased by $12.2 million, or 5.6%, to $205.9 million in 2025 from $218.1 million in 2024. The decrease in property revenue at our share was primarily due to the Disposed Properties and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen. NOI at our share decreased by $13.3 million, or 10.2%, to $117.0 million in 2025 from $130.2 million in 2024. The decrease in NOI at our share was primarily due to the Disposed Properties, higher property operating expenses and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen.

Commercial: Property revenue at our share decreased by $20.3 million, or 8.2%, to $227.2 million in 2025 from $247.6 million in 2024. The decrease in property revenue at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street. NOI at our share decreased by $17.7 million, or 11.6%, to $135.3 million in 2025 from $153.0 million in 2024. The decrease in NOI at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

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

	Year Ended December 31, 2025	2024
Property management fees	$13,423	$16,138
Asset management fees	3,461	4,088
Development fees	1,755	2,573
Leasing fees	2,879	3,757
Construction management fees	1,111	1,210
Other service revenue	4,125	5,038
Third-party real estate services revenue, excluding reimbursements	26,754	32,804
Third-party real estate services expenses, excluding reimbursements	24,228	36,836
Net third-party real estate services, excluding reimbursements	$2,526	$(4,032)

Third-party real estate services revenue, excluding reimbursements, decreased by $6.1 million, or 18.4%, to $26.8 million in 2025 from $32.8 million in 2024. The decrease was primarily due to a $2.7 million decrease in property management fees, a $913,000 decrease in other service revenue, an $878,000 decrease in leasing fees and an $818,000 decrease in development fees. Third-party real estate services expenses, excluding reimbursements, decreased by $12.6 million, or 34.2%, to $24.2 million in 2025 from $36.8 million in 2024. The decrease was primarily due to lower compensation expenses related to a decline in the number of third-party management contracts and lower professional fees.

Liquidity and Capital Resources

Property rental revenue 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 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 table summarizes mortgage loans:

(In thousands)

	Weighted Average Effective Interest Rate (1)	December 31, 2025	2024
Variable rate (2)	5.19%	$600,899	$587,254
Fixed rate (3)	5.17%	1,020,690	1,196,479
Mortgage loans		1,621,589	1,783,733
Unamortized deferred financing costs and premium/discount, net (4)		(42,431)	(16,560)
Mortgage loans, net		$1,579,158	$1,767,173

(1) Weighted average effective interest rate as of December 31, 2025.

(2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.18%, and the weighted average maturity date of the interest rate caps is the fourth quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2025, one-month term SOFR was 3.69%.

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

(4) As of December 31, 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 consolidated financial statements for additional information.

As of December 31, 2025 and 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 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 consolidated 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. In November 2024, the mortgage loan collateralized by The Grace and Reva was refinanced with a five-year interest-only $273.6 million mortgage loan with a fixed interest rate of 5.19%.

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 December 2024, in connection with the sale of 2101 L Street, the lender of the related $120.9 million mortgage loan accepted the proceeds from the sale and $6.7 million of cash as repayment of the mortgage loan. In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S. In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase-South & West and 800 North Glebe Road.

As of December 31, 2025 and 2024, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $756.0 million and $1.4 billion. See Note 19 to the consolidated financial statements for additional information.

Revolving Credit Facility and Term Loans

As of December 31, 2025 and 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 Tranche A-1 Term Loan maturing in January 2027, as extended in January 2026, a $400.0 million Tranche A-2 Term Loan maturing in January 2028 and a $120.0 million 2023 Term Loan maturing in June 2028. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million. The revolving credit facility has two six-month extension options.

Based on the terms as of December 31, 2025, the interest rate for the credit facility varies based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets, and ranges (i) in the case of the revolving credit facility, from daily SOFR plus 1.40% to daily SOFR plus 1.85%, (ii) in the case of the Tranche A-1 Term Loan, from one-month term SOFR plus 1.15% to one-month term SOFR plus 1.75%, (iii) in the case of the Tranche A-2 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80% and (iv) in the case of the 2023 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%.

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 in certain circumstances, to pay dividends, make distributions and repurchase common shares, 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 table summarizes amounts outstanding under the revolving credit facility and term loans:

(In thousands)

	Effective Interest Rate (1)	December 31, 2025	2024
Revolving credit facility (2) (3)	5.46%	$205,000	$85,000

Tranche A-1 Term Loan (4)	5.44%	$200,000	$200,000
Tranche A-2 Term Loan (5)	4.30%	400,000	400,000
2023 Term Loan (6)	5.51%	120,000	120,000
Term loans		720,000	720,000
Unamortized deferred financing costs, net		(1,592)	(2,147)
Term loans, net		$718,408	$717,853

(1) Effective interest rate as of December 31, 2025. The interest rate for the revolving credit facility excludes a 0.20% facility fee.

(2) As of December 31, 2025, daily SOFR was 3.87%. As of December 31, 2025 and 2024, letters of credit with an aggregate face amount of $4.8 million and $15.2 million were outstanding under our revolving credit facility.

(3) As of December 31, 2025 and 2024, excludes $4.4 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 consolidated 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 previously authorized the repurchase of up to $1.5 billion of our outstanding common shares. In February 2025, our Board of Trustees increased our common share repurchase authorization to $2.0 billion. During the year ended December 31, 2025, we repurchased and retired 26.8 million common shares for $443.1 million, a weighted average purchase price per share of $16.52. During the year ended December 31, 2024, we repurchased and retired 10.9 million common shares for $170.5 million, a weighted average purchase price per share of $15.60. During the year ended December 31, 2023, we repurchased and retired 22.6 million common shares for $334.9 million, a weighted average purchase price per share of $14.83. Since we began the share repurchase program through December 31, 2025, we have repurchased and retired 83.6 million common shares for $1.6 billion, a weighted average purchase price per share of $18.79.

In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, 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 debt — As of December 31, 2025, we had maturities totaling $164.9 million related to our consolidated entities scheduled to mature in 2026;
capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share);
development expenditures — As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026;
dividends to shareholders and distributions to holders of OP Units and LTIP Units — On December 16, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share that was paid on January 13, 2026;
possible common share repurchases — In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million; and
possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.

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

cash and cash equivalents — As of December 31, 2025, we had cash and cash equivalents of $75.3 million;
cash flows from operations;
distributions from real estate ventures;
borrowing capacity under our current revolving credit facility — As of December 31, 2025, we had $540.2 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.

The following table summarizes our material cash requirements as of December 31, 2025:

(In thousands)

Material cash requirements (principal and interest):	Total	2026	2027	2028	2029	2030	Thereafter
Debt obligations (1) (2)	$2,931,335	$301,012	$778,993	$679,025	$340,264	$832,041	$—
Operating leases (3)	60,495	5,487	5,662	4,405	4,515	4,628	35,798
Other	2,192	856	835	501	—	—	—
Total material cash requirements (4)	$2,994,022	$307,355	$785,490	$683,931	$344,779	$836,669	$35,798

(1) Interest was computed giving effect to interest rate hedges. One-month term SOFR of 3.69% and daily SOFR of 3.87% was applied to loans, as applicable, which are variable (no hedge) or variable with an interest rate cap. Additionally, we assumed no additional borrowings on construction loans.

(2) Excludes our proportionate share of unconsolidated real estate venture indebtedness. See additional information in Unconsolidated Real Estate Ventures section below.

(3) We have operating lease right-of-use assets and lease liabilities associated with our corporate office lease and a ground lease for which we are the lessee in our consolidated balance sheet. See Note 21 to the consolidated financial statements for additional information.

(4) Excludes obligations related to construction or development contracts totaling $14.8 million since payments are only due upon satisfactory performance under the contracts. Also excludes committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions. See Commitments and Contingencies section below for additional information.

Summary of Cash Flows

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

(In thousands)

	Year Ended December 31, 2025	2024
Net cash provided by operating activities	$73,257	$129,393
Net cash provided by investing activities	357,315	144,155
Net cash used in financing activities	(510,474)	(290,797)

Cash Flows for the Year Ended December 31, 2025

Cash and cash equivalents, and restricted cash decreased $79.9 million to $103.3 million as of December 31, 2025, compared to $183.2 million as of December 31, 2024. This decrease resulted from $510.5 million of net cash used in financing activities, partially offset by $357.3 million of net cash provided by investing activities and $73.3 million of net cash provided by operating activities.

Net cash provided by operating activities of $73.3 million comprised: (i) $81.7 million of net income (before $296.4 million of non-cash items and $46.6 million of gain on the sale of real estate) and (ii) $1.5 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $10.0 million of net change in operating assets and liabilities. Non-cash income adjustments of $296.4 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and amortization of lease incentives.

Net cash provided by investing activities of $357.3 million primarily comprised: (i) $545.2 million of proceeds from the sale of real estate, partially offset by (ii) $122.3 million of development costs, construction in progress and real estate additions, (iii) $40.3 million primarily related to the acquisition of Tysons Dulles Plaza in May 2025 and (iv) $25.7 million of investments in unconsolidated real estate ventures and other investments primarily related to the acquisition of Dulles View through a real estate venture in December 2025.

Net cash used in financing activities of $510.5 million primarily comprised: (i) $716.0 million of repayments on the revolving credit facility, (ii) $507.9 million of repayments of mortgage loans, (iii) $443.7 million of common shares repurchased, (iv) $48.4 million of dividends paid to common shareholders and (v) $12.9 million of distributions to redeemable noncontrolling interests, partially offset by (vi) $836.0 million of borrowings under the revolving credit facility, (vii) $283.2 million of borrowings under mortgage loans and (viii) $100.0 million of proceeds from the sale of a 40.0% 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 December 31, 2025, we have investments in unconsolidated real estate ventures totaling $105.7 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 5 to the consolidated 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 December 31, 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 $102.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.

Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026.

Legal Proceedings

Other

As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

As of December 31, 2025, we had unfunded capital commitments totaling $6.4 million related to our investments in real estate-focused technology companies and $1.5 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund. See Note 22 to the consolidated 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 December 31, 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.

Market risk

As filed, 6,844 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Interest Rate Risk

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

(Dollars in thousands)

Debt (contractual balances): Mortgage loans:	December 31, 2025 Balance		Annual Effect of 1% Change in Base Rates	December 31, 2024 Balance	Weighted Average Effective Interest Rate
Variable rate (1)	$600,899	5.19%	$3,525	$587,254	5.58%
Fixed rate (2)	1,020,690	5.17%	—	1,196,479	4.79%
	$1,621,589		$3,525	$1,783,733
Revolving credit facility and term loans:
Revolving credit facility (3)	$205,000	5.46%	$2,078	$85,000	5.98%
Tranche A-1 Term Loan (4)	200,000	5.44%	—	200,000	5.34%
Tranche A-2 Term Loan (4)	400,000	4.30%	—	400,000	4.20%
2023 Term Loan (4)	120,000	5.51%	—	120,000	5.41%
	$925,000		$2,078	$805,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
Variable rate (1)	$35,000	5.04%	$244	$35,000	5.68%
Fixed rate (2)	—	—	—	33,000	4.13%
	$35,000		$244	$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 December 31, 2025, one-month term SOFR was 3.69%. 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 December 31, 2025, daily SOFR was 3.87%. The interest rate for the revolving credit facility excludes a 0.20% facility fee.

(4) As of December 31, 2025 and 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 10 to the consolidated 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 December 31, 2025 and 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 consolidated balance sheets and is subsequently reclassified into "Interest expense" in our consolidated 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 December 31, 2025 and 2024, we had interest rate swap and cap agreements with an aggregate notional value of $1.3 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 consisted of assets totaling $7.0 million and $23.4 million as of December 31, 2025 and 2024 included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $6.4 million and $90,000 as of December 31, 2025 and 2024 included in "Other liabilities, net" in our consolidated 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 consolidated statements of operations. As of December 31, 2025 and 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 $6.1 million and $2.3 million as of December 31, 2025 and 2024, included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $6.0 million and $2.3 million as of December 31, 2025 and 2024, included in "Other liabilities, net" in our consolidated balance sheets.

Controls and procedures

As filed, 7,029 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, 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 December 31, 2025, our disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on our consolidated financial statements.

As of December 31, 2025, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited our consolidated financial statements and has issued a report on the effectiveness of our internal control over financial reporting, which is included herein.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of JBG SMITH Properties

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of JBG SMITH Properties and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 17, 2026

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-12-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line item	Period	Value	XBRL concept
Revenue	12 months2025-01-01 to 2025-12-31	$498.6m	us-gaap:Revenues
Interest expense	12 months2025-01-01 to 2025-12-31	$142.0m	us-gaap:InterestExpenseNonoperating
Income tax	12 months2025-01-01 to 2025-12-31	−$3.8m	us-gaap:IncomeTaxExpenseBenefit
Net income	12 months2025-01-01 to 2025-12-31	−$139.1m	us-gaap:NetIncomeLoss
Diluted EPS	12 months2025-01-01 to 2025-12-31	−$2.09	us-gaap:EarningsPerShareDiluted
Basic EPS	12 months2025-01-01 to 2025-12-31	−$2.09	us-gaap:EarningsPerShareBasic
Diluted shares (weighted)	12 months2025-01-01 to 2025-12-31	67,361,000 shares	us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow	12 months2025-01-01 to 2025-12-31	$73.3m	us-gaap:NetCashProvidedByUsedInOperatingActivities
Dividends paid	12 months2025-01-01 to 2025-12-31	$48.4m	us-gaap:PaymentsOfDividendsCommonStock
Share repurchases	12 months2025-01-01 to 2025-12-31	$443.7m	us-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalents	At period end2025-12-31	$75.3m	us-gaap:CashAndCashEquivalentsAtCarryingValue
Total assets	At period end2025-12-31	$4.39bn	us-gaap:Assets
Total liabilities	At period end2025-12-31	$2.72bn	us-gaap:Liabilities

Source: SEC EDGAR, the filing index for accession 0001104659-26-016450. Last ingested by Listed: Nov 6, 2026, 11:16 ET. Listed shows no prices and gives no investment advice.