UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from ___________ to ___________

Commission file number 001-37994

JBG SMITH PROPERTIES

________________________________________________________________________________

(Exact name of Registrant as specified in its charter)

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

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

_______________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $0.01 per share	JBGS	New York Stock Exchange

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

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

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

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

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

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

As of ~~October~~April 25, ~~2024~~2025, JBG SMITH Properties had 8473,~~477~~053,~~759~~010 common shares outstanding.

Table of Contents

JBG SMITH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	Page
	Condensed Consolidated Balance Sheets (unaudited) as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024	3
	Condensed Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024	4
	Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024	5
	Condensed Consolidated Statements of Equity (unaudited) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024	87
	Notes to Condensed Consolidated Financial Statements (unaudited)	109

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2927
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4841
Item 4.	Controls and Procedures	4943

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4943
Item 1A.	Risk Factors	5043
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5043
Item 3.	Defaults Upon Senior Securities	5044
Item 4.	Mine Safety Disclosures	5044
Item 5.	Other Information	5044
Item 6.	Exhibits	5146
	Signatures	5347

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

JBG SMITH PROPERTIES

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value amounts)


	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
ASSETS
Real estate, at cost:
Land and improvements	$	1,~~171~~101,~~458~~149	$	1,~~194~~109,~~737~~172
Buildings and improvements		4,~~243~~115,~~690~~038		4,~~021~~083,~~322~~937
Construction in progress, including land		~~443~~327,~~908~~414		~~659~~338,~~103~~333
		5,~~859~~543,~~056~~601		5,~~875~~531,~~162~~442
Less: accumulated depreciation		(1,~~429~~452,~~079~~387)		(1,~~338~~419,~~403~~983)
Real estate, net		4,~~429~~091,~~977~~214		4,~~536~~111,~~759~~459
Cash and cash equivalents		~~136~~81,~~983~~338		~~164~~145,~~773~~804
Restricted cash		3338,~~161~~997		3537,~~668~~388
Tenant and other receivables		3022,~~734~~474		4423,~~231~~478
Deferred rent receivable		~~185~~170,~~221~~986		~~171~~170,~~229~~153
Investments in unconsolidated real estate ventures		~~100~~92,~~682~~781		~~264~~93,~~281~~654
Deferred leasing costs, net		7868,~~171~~563		8169,~~477~~821
Intangible assets, net		4945,~~045~~525		5647,~~616~~000
Other assets, net		~~138~~120,~~503~~725		~~163~~131,~~481~~318
TOTAL ASSETS	$	5,182,477	$	5,518,515
Assets held for sale		—		190,465
TOTAL ASSETS	$	4,732,603	$	5,020,540

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans, net	$	1,~~816~~626,~~156~~703	$	1,~~783~~767,~~014~~173
Revolving credit facility		90162,000		6285,000
Term loans, net		~~717~~718,~~578~~055		717,~~172~~853
Accounts payable and accrued expenses		9992,~~773~~329		~~124~~101,~~874~~096
Other liabilities, net		~~118~~144,~~373~~288		~~138~~115,~~869~~827
Total liabilities		2,841,880		2,825,929
Liabilities related to assets held for sale		—		901
Total liabilities		2,743,375		2,787,850
Commitments and contingencies
Redeemable noncontrolling interests		~~444~~418,~~945~~236		~~440~~423,~~737~~632
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized; none issued		—		—
Common shares, $0.01 par value - 500,000 shares authorized; 84,434 and 94,309 shares issued and outstanding as of September 30, 2024 and December 31, 2023		845		944
Common shares, $0.01 par value - 500,000 shares authorized; 73,033 and 84,500 shares issued and outstanding as of March 31, 2025 and December 31, 2024		731		846
Additional paid-in capital		2,~~789~~607,~~447~~115		2,~~978~~790,~~852~~403
Accumulated deficit		(~~907~~1,~~777~~043,003)		(~~776~~997,~~962~~283)
Accumulated other comprehensive income (loss)		(477)		20,042
Accumulated other comprehensive income		6,149		15,092
Total shareholders' equity of JBG SMITH Properties		1,882,038		2,222,876
Total equity		1,570,992		1,809,058
Noncontrolling interests		13,614		28,973
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	4,732,603	$	5,020,540
Total equity		1,895,652		2,251,849
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	5,182,477	$	5,518,515

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

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
REVENUE
Property rental	$	~~113~~101,~~349~~499	$	~~120~~122,~~294~~636	$	~~348,521~~	$	~~364,919~~
Third-party real estate services, including reimbursements		1714,~~061~~914		2317,~~942~~868		~~52,326~~		~~69,588~~
Other revenue		54,~~616~~273		74,~~326~~680		~~15,683~~		~~22,112~~
Total revenue		~~136~~120,~~026~~686		~~151~~145,~~562~~184		~~416,530~~		~~456,619~~
EXPENSES
Depreciation and amortization		5047,~~050~~587		5056,~~265~~855		~~158,211~~		~~152,914~~
Property operating		3933,~~258~~437		3735,~~588~~279		~~110,791~~		~~109,112~~
Real estate taxes		1112,~~812~~172		1413,~~413~~795		~~40,006~~		~~44,061~~
General and administrative:
Corporate and other		1115,~~881~~557		1114,~~246~~973		~~43,855~~		~~42,462~~
Third-party real estate services		16,~~088~~071		2122,~~405~~327		~~57,065~~		~~67,333~~
Share-based compensation related to Formation Transaction and special equity awards		—		46		—		397
Transaction and other costs		1,911		1,514
Transaction and other costs		667		1,830		3,005		7,794
Total expenses		126,735		144,743
Total expenses		129,756		136,793		412,933		424,073
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net		(592)		975
Income (loss) from unconsolidated real estate ventures, net		(745)		(2,263)		4		(1,320)
Interest and other income, net		525		2,100
Interest and other income, net		4,573		7,774		10,105		14,132
Interest expense		(35,200)		(30,160)
Interest expense		(35,267)		(27,903)		(97,400)		(80,580)
Gain on the sale of real estate, net		537		197
Gain (loss) on the sale of real estate, net		(5,352)		906		(5,066)		41,606
Loss on the extinguishment of debt		(4,636)		—
Gain (loss) on the extinguishment of debt		43		—		43		(450)
Impairment loss		(8,483)		(17,211)
Impairment loss		—		(59,307)		(18,236)		(59,307)
Total other income (expense)		(47,849)		(44,099)
Total other income (expense)		(36,748)		(80,793)		(110,550)		(85,919)
LOSS BEFORE INCOME TAX BENEFIT		(53,898)		(43,658)
LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT		(30,478)		(66,024)		(106,953)		(53,373)
Income tax benefit		200		1,468
Income tax (expense) benefit		(831)		(77)		40		(672)
NET LOSS		(53,698)		(42,190)
NET LOSS		(31,309)		(66,101)		(106,913)		(54,045)
Net loss attributable to redeemable noncontrolling interests		7,978		4,534
Net loss attributable to redeemable noncontrolling interests		4,365		7,926		12,353		5,961
Net loss attributable to noncontrolling interests		—		5,380
Net (income) loss attributable to noncontrolling interests		(36)		168		10,931		703
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(45,720)	$	(32,276)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(26,980)	$	(58,007)	$	(83,629)	$	(47,381)
LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.56)	$	(0.36)
LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.32)	$	(0.58)	$	(0.95)	$	(0.45)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		81,521		92,635
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		85,292		101,445		89,637		108,351

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

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In thousands)

Three Months Ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

NET LOSS

(3153,~~309~~698)

(6642,~~101~~190)

~~(106,913)~~

~~(54,045)~~

OTHER COMPREHENSIVE INCOME (LOSS):

OTHER COMPREHENSIVE INCOME (LOSS)

Change in fair value of derivative financial instruments

(279,~~624~~165)

1924,~~679~~840

~~5,236~~

~~32,499~~

Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense

(8,629)

(9,470)

(29,521)

(24,820)

Reclassification of net income on derivative financial instruments from accumulated other comprehensive income into interest expense

(1,662)

(10,421)

Total other comprehensive income (loss)

(3610,~~253~~827)

1014,~~209~~419

~~(24,285)~~

~~7,679~~

COMPREHENSIVE LOSS

(6764,~~562~~525)

(5527,~~892~~771)

~~(131,198)~~

~~(46,366)~~

Net loss attributable to redeemable noncontrolling interests

47,~~365~~978

74,~~926~~534

~~12,353~~

~~5,961~~

Net (income) loss attributable to noncontrolling interests

(36)

168

10,931

703

Net loss attributable to noncontrolling interests

—

5,380

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

51,~~595~~884

(12,~~346~~026)

~~4,003~~

~~(902)~~

Other comprehensive (income) loss attributable to noncontrolling interests

1,351

(686)

(237)

(753)

Other comprehensive income attributable to noncontrolling interests

—

(1,083)

COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES

(5654,~~287~~663)

(4920,~~830~~966)

~~(104,148)~~

~~(41,357)~~

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

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)


								Accumulated
				Additional				Other
	Common Shares			Paid-In		Accumulated		Comprehensive		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		Income (Loss)		Interests		Equity
BALANCE AS OF JUNE 30, 2024	87,306	$	874	$	2,855,724	$	(865,782)	$	28,830	$	14,936	$	2,034,582
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		(26,980)		—		36		(26,944)
Redemption of common limited partnership units ("OP Units") for common shares	202		2		3,551		—		—		—		3,553
Common shares repurchased	(3,090)		(31)		(50,182)		—		—		—		(50,213)
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")	16		—		589		—		—		—		589
Dividends declared on common shares ($0.175 per common share)	—		—		—		(15,015)		—		—		(15,015)
Distributions to noncontrolling interests, net	—		—		—		—		—		(7)		(7)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation	—		—		(20,235)		—		5,595		—		(14,640)
Total other comprehensive loss	—		—		—		—		(36,253)		—		(36,253)
Other comprehensive loss attributable to noncontrolling interests	—		—		—		—		1,351		(1,351)		—
BALANCE AS OF SEPTEMBER 30, 2024	84,434	$	845	$	2,789,447	$	(907,777)	$	(477)	$	13,614	$	1,895,652

BALANCE AS OF JUNE 30, 2023	105,139	$	1,052	$	3,156,511	$	(641,813)	$	43,491	$	31,741	$	2,590,982
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(58,007)		—		(168)		(58,175)
Redemption of OP Units for common shares	491		5		7,597		—		—		—		7,602
Common shares repurchased	(7,920)		(79)		(120,760)		—		—		—		(120,839)
Common shares issued pursuant to employee incentive compensation plan and ESPP	7		—		69		—		—		—		69
Dividends declared on common shares($0.225 per common share)	—		—		—		(23,027)		—		—		(23,027)
Distributions to noncontrolling interests, net	—		—		—		—		—		(8)		(8)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		(381)		—		(1,346)		—		(1,727)
Total other comprehensive income	—		—		—		—		10,209		—		10,209
Other comprehensive income attributable to noncontrolling interests	—		—		—		—		(686)		686		—
BALANCE AS OF SEPTEMBER 30, 2023	97,717	$	978	$	3,043,036	$	(722,847)	$	51,668	$	32,251	$	2,405,086



								Accumulated
				Additional				Other
	Common Shares			Paid-In		Accumulated		Comprehensive		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		Income		Interests		Equity
BALANCE AS OF DECEMBER 31, 2024	84,500	$	846	$	2,790,403	$	(997,283)	$	15,092	$	—	$	1,809,058
Net loss attributable to common shareholders	—		—		—		(45,720)		—		—		(45,720)
Redemption of common limited partnership units ("OP Units") for common shares	647		7		9,712		—		—		—		9,719
Common shares repurchased	(12,154)		(122)		(187,613)		—		—		—		(187,735)
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")	40		—		564		—		—		—		564
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation	—		—		(5,951)		—		1,884		—		(4,067)
Total other comprehensive loss	—		—		—		—		(10,827)		—		(10,827)
BALANCE AS OF MARCH 31, 2025	73,033	$	731	$	2,607,115	$	(1,043,003)	$	6,149	$	—	$	1,570,992

BALANCE AS OF DECEMBER 31, 2023	94,309	$	944	$	2,978,852	$	(776,962)	$	20,042	$	28,973	$	2,251,849
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(32,276)		—		(5,380)		(37,656)
Redemption of OP Units for common shares	468		5		7,870		—		—		—		7,875
Common shares repurchased	(2,993)		(30)		(49,414)		—		—		—		(49,444)
Common shares issued pursuant to employee incentive compensation plan and ESPP	35		—		589		—		—		—		589
Dividends declared on common shares ($0.175 per common share)	—		—		—		(16,066)		—		—		(16,066)
Distributions to noncontrolling interests, net	—		—		—		—		—		(18)		(18)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		3,827		—		(2,026)		—		1,801
Total other comprehensive income	—		—		—		—		14,419		—		14,419
Other comprehensive income attributable to noncontrolling interests	—		—		—		—		(1,083)		1,083		—
BALANCE AS OF MARCH 31, 2024	91,819	$	919	$	2,941,724	$	(825,304)	$	31,352	$	24,658	$	2,173,349

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

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated Statements of ~~Equity~~Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2025			2024						~~Accumulated~~
						Additional				Other
OPERATING ACTIVITIES
	Common Shares					Paid-In		Accumulated		Comprehensive		Noncontrolling		Total
Net loss	$	(53,698)		$	(42,190)
	Shares		Amount			Capital		Deficit		Income (Loss)		Interests		Equity
Adjustments to reconcile net loss to net cash provided by operating activities:
BALANCE AS OF DECEMBER 31, 2023	94,309		$	944		$	2,978,852	$	(776,962)	$	20,042	$	28,973	$	2,251,849
Share-based compensation expense		7,165			9,538
Net loss attributable to common shareholders and noncontrolling interests	—			—			—		(83,629)		—		(10,931)		(94,560)
Depreciation and amortization expense, including amortization of deferred financing costs		49,451			58,462
Redemption of OP Units for common shares	827			9			13,760		—		—		—		13,769
Deferred rent		(837)			(7,051)
Common shares repurchased	(10,776)			(108)			(168,263)		—		—		—		(168,371)
(Income) loss from unconsolidated real estate ventures, net		592			(975)
Common shares issued pursuant to employee incentive compensation plan and ESPP	74			—			1,915		—		—		—		1,915
Amortization of market lease intangibles, net		(69)			58
Dividends declared on common shares ($0.525 per common share)	—			—			—		(47,186)		—		—		(47,186)
Amortization of lease incentives		3,865			2,696
Acquisition of noncontrolling interests	—			—			(21,893)		—		—		(4,693)		(26,586)
Loss on the extinguishment of debt		4,636			—
Contributions from noncontrolling interests, net	—			—			—		—		—		28		28
Impairment loss		8,483			17,211
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation	—			—			(14,924)		—		4,003		—		(10,921)
Gain on the sale of real estate, net		(537)			(197)
Total other comprehensive loss	—			—			—		—		(24,285)		—		(24,285)
Loss on operating lease and other receivables		706			311
Other comprehensive income attributable to noncontrolling interests	—			—			—		—		(237)		237		—
(Income) loss from investments, net		438			(20)
BALANCE AS OF SEPTEMBER 30, 2024	84,434		$	845		$	2,789,447	$	(907,777)	$	(477)	$	13,614	$	1,895,652
Return on capital from unconsolidated real estate ventures		390			1,179

Other non-cash items		1,308			365
BALANCE AS OF DECEMBER 31, 2022	114,013		$	1,141		$	3,263,738	$	(628,636)	$	45,644	$	32,225	$	2,714,112
Changes in operating assets and liabilities:
Net loss attributable to common shareholders and noncontrolling interests	—			—			—		(47,381)		—		(703)		(48,084)
Tenant and other receivables		1,674			3,710
Redemption of OP Units for common shares	2,068			21			33,089		—		—		—		33,110
Other assets, net		(1,830)			464
Common shares repurchased	(18,446)			(184)			(276,500)		—		—		—		(276,684)
Accounts payable and accrued expenses		(7,482)			(6,015)
Common shares issued pursuant to employee incentive compensation plan and ESPP	82			—			1,865		—		—		—		1,865
Other liabilities, net		(1,320)			(503)
Dividends declared on common shares ($0.45 per common share)	—			—			—		(46,830)		—		—		(46,830)
Net cash provided by operating activities		12,935			37,043
Distributions to noncontrolling interests, net	—			—			—		—		—		(24)		(24)
INVESTING ACTIVITIES
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—			—			20,844		—		(902)		—		19,942
Development costs, construction in progress and real estate additions		(29,091)			(47,982)
Total other comprehensive income	—			—			—		—		7,679		—		7,679
Proceeds from the sale of real estate		188,779			12,410
Other comprehensive income attributable to noncontrolling interests	—			—			—		—		(753)		753		—
Proceeds from derivative financial instruments		2,537			1,465
BALANCE AS OF SEPTEMBER 30, 2023	97,717		$	978		$	3,043,036	$	(722,847)	$	51,668	$	32,251	$	2,405,086
Distributions of capital from unconsolidated real estate ventures and other investments		465			160,250
Investments in unconsolidated real estate ventures and other investments		(1,376)			(2,541)
Net cash provided by investing activities		161,314			123,602
FINANCING ACTIVITIES
Borrowings under mortgage loans		265,205			31,600
Borrowings under revolving credit facility		197,000			30,000
Repayments of mortgage loans		(408,040)			(786)
Repayments of revolving credit facility		(120,000)			(92,000)
Payments on derivative financial instruments		(1,104)			(1,465)
Debt issuance and modification costs		(5,207)			(10)
Proceeds from common shares issued pursuant to ESPP		244			292
Common shares repurchased		(147,593)			(49,444)
Dividends paid to common shareholders		(14,788)			(16,066)
Distributions to redeemable noncontrolling interests		(2,823)			(2,931)
Distributions to noncontrolling interests		—			(10)
Net cash used in financing activities		(237,106)			(100,820)

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

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JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	~~Nine~~Three Months Ended ~~September~~March 3031,
	~~2024~~2025		~~2023~~2024
OPERATING ACTIVITIES:
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	(62,857)	$	59,825
Net loss	$	(106,913)	$	(54,045)
Cash and cash equivalents, and restricted cash, beginning of period		183,192		200,441
Adjustments to reconcile net loss to net cash provided by operating activities:
Cash and cash equivalents, and restricted cash, end of period	$	120,335	$	260,266
Share-based compensation expense		26,158		27,011

Depreciation and amortization expense, including amortization of deferred financing costs		163,190		156,841
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD
Deferred rent		(14,140)		(20,594)
Cash and cash equivalents	$	81,338	$	220,514
(Income) loss from unconsolidated real estate ventures, net		(4)		1,320
Restricted cash		38,997		39,752
Amortization of market lease intangibles, net		175		(767)
Cash and cash equivalents, and restricted cash	$	120,335	$	260,266
Amortization of lease incentives		4,197		1,812

(Gain) loss on the extinguishment of debt		(43)		450
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION
Impairment loss		18,236		59,307
Cash paid for interest (net of capitalized interest of $998 and $3,008 in 2025 and 2024)	$	32,653	$	25,623
(Gain) loss on the sale of real estate, net		5,066		(41,606)
Accrued capital expenditures included in accounts payable and accrued expenses		40,768		77,358
Loss (income) on operating lease and other receivables		2,053		(67)
Write-off of fully depreciated assets		11,954		10,574
Income from investments, net		(3,278)		(1,163)
Redemption of OP Units for common shares		9,719		7,875
Return on capital from unconsolidated real estate ventures		1,680		12,633
Accrual for common shares repurchased pending settlement		40,142		—
Other non-cash items		4,626		8,586
Cash paid for amounts included in the measurement of lease liabilities for operating leases		1,664		1,616
Changes in operating assets and liabilities:
Tenant and other receivables		11,466		12,223
Other assets, net		(13,337)		(22,305)
Accounts payable and accrued expenses		(9,446)		(18,129)
Other liabilities, net		(2,496)		(6,614)
Net cash provided by operating activities		87,190		114,893
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions		(172,051)		(241,336)
Acquisition of real estate		—		(19,551)
Proceeds from the sale of real estate		97,010		162,092
Proceeds from derivative financial instruments		5,073		465
Payments on derivative financial instruments		(6,468)		(9,830)
Distributions of capital from unconsolidated real estate ventures and other investments		163,880		9,264
Investments in unconsolidated real estate ventures and other investments		(5,027)		(24,344)
Net cash provided by (used in) investing activities		82,417		(123,240)
FINANCING ACTIVITIES:
Borrowings under mortgage loans		112,612		287,582
Borrowings under revolving credit facility		223,000		247,000
Borrowings under term loans		—		170,000
Repayments of mortgage loans		(85,662)		(280,135)
Repayments of revolving credit facility		(195,000)		(155,000)
Proceeds from derivative financial instruments		—		9,600
Payments on derivative financial instruments		(4,422)		(465)
Debt issuance and modification costs		(359)		(17,579)
Acquisition/redemption of noncontrolling interests		(26,569)		(647)
Proceeds from common shares issued pursuant to ESPP		792		665
Common shares repurchased		(168,371)		(273,851)
Dividends paid to common shareholders		(47,186)		(72,483)
Distributions to redeemable noncontrolling interests		(8,714)		(11,619)
Distributions to noncontrolling interests		(25)		(15)
Net cash used in financing activities		(199,904)		(96,947)

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JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2024		2023
Net decrease in cash and cash equivalents, and restricted cash	$	(30,297)	$	(105,294)
Cash and cash equivalents, and restricted cash, beginning of period		200,441		274,073
Cash and cash equivalents, and restricted cash, end of period	$	170,144	$	168,779

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:
Cash and cash equivalents	$	136,983	$	130,522
Restricted cash		33,161		38,257
Cash and cash equivalents, and restricted cash	$	170,144	$	168,779

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for interest (net of capitalized interest of $8,477 and $11,013 in 2024 and 2023)	$	84,195	$	65,416
Accrued capital expenditures included in accounts payable and accrued expenses		46,182		80,946
Write-off of fully depreciated assets		28,617		3,489
Redemption of OP Units for common shares		13,769		33,110
Recognition (derecognition) of operating lease right-of-use asset		(13,724)		61,443
Recognition (derecognition) of liabilities related to operating lease right-of-use asset		(13,724)		61,443
Cash paid for amounts included in the measurement of lease liabilities for operating leases		7,980		3,567

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

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JBG SMITH PROPERTIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Organization and Basis of Presentation

Organization

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, ~~invests in~~ and develops mixed-use properties concentrated in ~~high~~amenity-rich, ~~growth and high barrier~~Metro-~~to-entry~~served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and retail tenants. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, ~~amenity-rich~~highly amenitized, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") ~~new~~ headquarters; Virginia Tech's ~~under-construction~~ $1 billion Innovation Campus; ~~the submarket’s~~ proximity to the Pentagon; and our ~~retail and digital~~ placemaking initiatives and public infrastructure improvements. In addition, our third-party ~~asset management and~~ real estate services business provides fee-based real estate services to third parties, including the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") ~~and other third parties~~.

Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of ~~September~~March 3031, ~~2024~~2025, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 8584.80% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: ~~(i)~~ 10.0% subordinated interest in one commercial building, ~~(ii)~~and our 33.5% subordinated interest in four commercial buildings (the "Fortress Assets") ~~and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets")~~, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

WeAs ~~were~~of ~~organized~~March 31, 2025, ~~for~~our ~~the~~Operating ~~purpose~~Portfolio consisted of ~~receiving,~~37 ~~via~~operating ~~the~~assets ~~spin-off~~comprising on15 ~~July 17~~multifamily assets totaling 6,459 ~~2017~~units (~~the~~6,459 ~~"Separation"~~units at our share), ~~substantially~~20 ~~all~~commercial ofassets ~~the~~totaling ~~assets~~6.5 ~~and~~million ~~liabilities~~square offeet ~~Vornado~~(6.1 ~~Realty~~million ~~Trust's~~square ~~("Vornado"~~feet at our share) ~~Washington,~~and ~~D.C.~~two ~~segment.~~wholly Onowned ~~July 18,~~land ~~2017,~~assets for which we ~~acquired~~are the ~~management~~ground ~~business~~lessor. Additionally, ~~and~~we ~~certain~~have ~~assets~~one ~~and~~under-construction ~~liabilities~~multifamily ofasset ~~JBG~~with 775 units (~~the~~775 ~~"Combination").~~units ~~The~~at ~~Separation~~our share) and 19 assets in the ~~Combination~~development ~~are~~pipeline ~~collectively~~totaling ~~referred~~11.0 tomillion assquare ~~the~~feet ~~"Formation~~(8.9 ~~Transaction~~million square feet at our share) of estimated potential development density."

AsWe ofderive ~~September 30, 2024,~~ our ~~Operating~~revenue ~~Portfolio~~primarily ~~consisted~~from ofleases 41with ~~operating assets comprising 16~~ multifamily ~~assets~~and ~~totaling~~commercial ~~6,781~~tenants. ~~units~~Revenue ~~(6,781~~under ~~units at~~ our ~~share),~~multifamily 23leases ~~commercial~~is ~~assets~~generally ~~totaling~~due ~~7.2~~on ~~million~~a ~~square~~monthly ~~feet~~basis ~~(6.9~~with ~~million~~terms ~~square~~of ~~feet~~approximately atone ~~our~~year ~~share)~~or less, and ~~two~~may ~~wholly~~include ~~owned~~income ~~land~~from ~~assets~~utility ~~for~~recoveries, ~~which~~parking weand ~~are~~other ~~the~~miscellaneous ~~ground lessor~~items. ~~Additionally,~~Our wecommercial ~~have~~leases ~~one~~include ~~under-construction~~fixed ~~multifamily~~and ~~asset~~percentage ~~with~~rents, ~~775~~and ~~units~~reimbursements ~~(775~~from ~~units~~tenants atfor ~~our~~certain ~~share)~~expenses ~~and~~such 18as ~~assets~~real inestate ~~the~~taxes, ~~development~~property ~~pipeline~~operating ~~totaling~~expenses, ~~11.4~~and ~~million~~repairs ~~square~~and ~~feet (9~~maintenance.3 ~~million~~In ~~square~~addition, ~~feet~~our atthird-party ~~our~~real ~~share)~~estate ofservices ~~estimated~~business ~~potential~~provides ~~development~~fee-based ~~density~~real estate services.

We derive our revenue primarily from leases with multifamily and commercial tenants. Our commercial leases include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 18, 2025 ("Annual Report").

109

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for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("Annual Report").

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. References to our balance sheets refer to our condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. References to our statements of operations refer to our condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Income Taxes

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

2.Summary of Significant Accounting Policies

Significant Accounting Policies

There were no material changes to our significant accounting policies disclosed in our Annual Report.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Standards Not Yet Adopted

~~Climate-Related~~Expense Disaggregation Disclosures

In ~~March~~November 2024, the ~~SEC~~Financial ~~issued~~Accounting ~~final~~Standards ~~rules~~Board on("FASB") ~~the~~issued ~~enhancement~~Accounting ~~and~~Standards ~~standardization~~Update of("ASU") ~~climate~~2024-~~related disclosures. The rules require disclosure of~~03, ~~among~~"Income ~~other~~Statement ~~things,~~- ~~(i)~~Reporting ~~actual~~Comprehensive ~~and~~Income ~~potential material impacts of climate~~-~~related~~ ~~risks~~Expense onDisaggregation ~~our~~Disclosures ~~strategy, business model and outlook,~~ (~~ii)~~Subtopic ~~climate~~220-~~related~~40): ~~targets~~Disaggregation ~~and goals that have materially affected or are reasonably likely to materially affect our business, results~~ of ~~operations~~Income orStatement ~~financial~~Expenses." ~~condition,~~ASU ~~(iii) governance and management of climate~~2024-~~related~~03 ~~risks~~requires ~~and~~expanded ~~(iv)~~interim ~~material Scope 1~~ and ~~Scope~~annual 2disclosures ~~greenhouse~~of ~~gas~~certain ~~emissions.~~expense ~~Additionally,~~information ~~the rules require disclosures~~ in the notes to the financial statements. ~~regarding~~The ~~the~~guidance ~~effects~~is ofeffective ~~severe~~for ~~weather~~annual ~~events~~reporting ~~and~~periods ~~other~~beginning ~~natural~~after ~~conditions~~December 15, ~~subject to certain materiality thresholds~~2026, and ~~certain~~interim ~~carbon~~reporting ~~offsets~~periods ~~and~~within ~~renewable~~annual ~~energy~~reporting ~~certificates.~~periods ~~The rules are effective on a phased-in timeline~~ beginning inafter ~~the~~December ~~annual~~15, ~~reports~~2027, ~~for~~with ~~the~~early ~~year~~adoption ~~ended December 31, 2025~~permitted. InThe ~~April~~guidance ~~2024,~~can ~~the~~be ~~SEC~~applied ~~announced~~on a ~~stay~~prospective ofor ~~these~~retrospective ~~climate disclosure rules pending judicial review~~basis. We are currently evaluating the potential impact of adopting ~~these~~this new ~~rules~~guidance on our financial statement disclosures.

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Income Taxes

In December 2023, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ~~("Topic~~ASU ~~740").~~2023-09 ~~Topic 740~~ modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ~~Topic~~ASU ~~740~~2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

~~Segment Reporting~~10

~~In November~~Table ~~2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures~~ of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. Topic 280 does not change the existing guidance on how a public entity identifies and determines its reportable segments. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.Contents

2024. This guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

3.Dispositions

Dispositions

The following is a summary of activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:


							Gain (Loss)
			Gross		Cash		on the Sale
			Sales		Proceeds		of Real
Date Disposed	Assets	Segment	Price		from Sale		Estate
			(In thousands)
January 22, 2024	North End Retail	Multifamily	$	14,250	$	12,410	$	(1,200)
February 19, 2025	8001 Woodmont (1)	Multifamily	$	194,000	$	188,779	$	(838)
September 17, 2024	Fort Totten Square	Multifamily		86,800		84,600		(5,352)
	Other (2)							1,375
	~~Other (1)~~						$	~~1,486~~537
							$	(5,066)

(1) Primarily related to certain previously recorded contingent liabilities which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. See Note 4 for additional information.

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

(2)	Related to prior year dispositions.

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4.Investments in Unconsolidated Real Estate Ventures

The following is a summary of the composition of our investments in unconsolidated real estate ventures:


	~~Effective~~
	~~Ownership~~Effective
Real Estate Venture	Interest (1)	September 30, 2024		December 31, 2023
	Ownership
Real Estate Venture	Interest (1)	March 31, 2025		December 31, 2024
		(In thousands)
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)	50.0%	$	7374,~~978~~205	$	7274,~~742~~188
4747 Bethesda Venture	20.0%		1110,~~208~~265		1310,~~118~~813
Brandywine Realty Trust	30.0%		137,~~781~~037		136,~~681~~954
Prudential Global Investment Management ("PGIM") (3)	50.0%		664		163,375
Other			1,274		1,699
Landmark Partners (4)	18.0%		560		605
Total investments in unconsolidated real estate ventures (3) (4)		$	92,781	$	93,654
CBREI Venture (5)	10.0%		175		180
Other			316		580
Total investments in unconsolidated real estate ventures (6) (7)		$	100,682	$	264,281

(1) Reflects our effective ownership interests as of ~~September~~March 3031, ~~2024~~2025. We have multiple investments with certain venture partners in the underlying real estate.

(2)	J.P. Morgan is the advisor for an institutional investor.

(3) InExcludes ~~February~~10.0% ~~2024,~~subordinated interest in one commercial building and the ~~venture~~Fortress ~~sold~~Assets. ~~its~~See Note 1 for more information. Also, excludes our interest in ~~Central~~an ~~Place~~investment ~~Tower~~in the real estate venture that owns 1101 17th Street for awhich ~~gross~~we ~~sales~~have ~~price~~discontinued applying the equity method of ~~$325.0~~accounting ~~million~~since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(4) ~~Excludes~~As ~~the~~of ~~L'Enfant~~March ~~Plaza~~31, ~~Assets~~2025 ~~for~~and ~~which~~December we31, ~~have~~2024, aour ~~zero-investment~~total ~~balance~~investments ~~and~~in ~~discontinued~~unconsolidated ~~applying~~real ~~the~~estate ~~equity~~ventures ~~method~~were ofgreater ~~accounting~~than ~~after~~our ~~September~~share ~~30,~~of ~~2022.~~the Innet ~~October~~book ~~2024,~~value of the ~~lender~~underlying ~~foreclosed~~assets onby ~~the~~$10.8 ~~mortgage~~million ~~loan~~and ~~secured~~$10.6 bymillion, ~~the~~resulting ~~L’Enfant~~principally ~~Plaza~~from ~~Assets~~our ~~and~~zero-investment ~~took~~balance ~~possession~~in ofcertain ~~the~~real ~~properties~~estate ventures and capitalized interest.

~~(5)~~We ~~Excludes~~provide ~~The~~leasing, ~~Foundry~~property ~~for~~management ~~which~~and weother ~~had~~real aestate ~~zero-investment~~services ~~balance~~to ~~and~~our ~~discontinued~~unconsolidated ~~applying~~real ~~the~~estate ~~equity~~ventures. ~~method~~We ofrecognized ~~accounting~~revenue, ~~after~~including ~~September~~expense 30reimbursements, ~~2023~~of $2.8 Inmillion ~~April~~and ~~2024,~~$4.5 ~~the~~million ~~lender~~for ~~foreclosed on~~ the ~~mortgage~~three ~~loan~~months ~~secured~~ended byMarch 31, 2025 ~~The Foundry~~ and ~~took possession of the property~~2024.

(6) Excludes (i) 10.0% subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry. See Note 1 for more information. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.11

(7) As of September 30, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $10.3 million and $8.7 million, resulting principally from our zero-investment balance in certain real estate ventures and capitalized interest.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $4.4 million and $13.0 million for the three and nine months ended September 30, 2024, and $5.4 million and $16.3 million for the three and nine months ended September 30, 2023, for such services.

The following is a summary of disposition activity by our unconsolidated real estate ventures:

Proportionate

Real Estate

Gross

Share of

Venture

Ownership

Sales

Aggregate

Date Disposed

Partner

Assets

Percentage

Price

Gain (1)

(In thousands)

February 13, 2024

PGIM

Central Place Tower

50.0%

325,000

480

(1) Additionally, we recognized $1.4 million related to certain previously recorded contingent liabilities, which were relieved in connection with the sale and included in "Gain on the sale of real estate, net" in our statement of operations.

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The following is a summary of the debt of our unconsolidated real estate ventures:


	Weighted
	Average Effective
	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
		(In thousands)
Variable rate (2)	5.7367%	$	175,000	$	175,000
Fixed rate (3)	4.13%		60,000		60,000
Mortgage loans (4)			235,000		235,000
Mortgage loans			235,000		235,000
Unamortized deferred financing costs and premium / discount, net			(65,~~480~~111)		(85,~~531~~795)
Mortgage loans, net (4) (5)		$	228,520	$	226,469
Mortgage loans, net (4)		$	229,889	$	229,205

(1) Weighted average effective interest rate as of ~~September~~March 3031, ~~2024~~2025.

(2)	Includes variable rate mortgage loans with interest rate cap agreements.

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

(4) ~~Excludes~~See ~~mortgage~~Note ~~loans~~17 ~~related~~for toadditional ~~the~~information ~~Fortress Assets, the L'Enfant Plaza Assets and The Foundry. In April 2024, the lender foreclosed~~ on ~~the~~guarantees ~~mortgage loan secured by The Foundry and took possession~~ of the ~~property.~~debt Inof ~~October~~certain ~~2024,~~of ~~the~~our ~~lender~~unconsolidated ~~foreclosed~~real onestate ~~the mortgage loan secured by the L’Enfant Plaza Assets and took possession of the properties~~ventures.

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

The following is a summary of financial information for our unconsolidated real estate ventures:


	September 30, 2024		December 31, 2023
	(In thousands)
Combined balance sheet information: (1)
Real estate, net	$	447,747	$	729,791
Other assets, net		64,955		137,771
Total assets	$	512,702	$	867,562

Mortgage loans, net	$	228,520	$	226,469
Other liabilities, net		26,538		47,251
Total liabilities		255,058		273,720
Total equity		257,644		593,842
Total liabilities and equity	$	512,702	$	867,562


	March 31, 2025		December 31, 2024

	(In thousands)
Combined balance sheet information: ⁽¹⁾
Real estate, net	$	422,452	$	424,170
Other assets, net		62,800		64,478
Total assets	$	485,252	$	488,648

Mortgage loans, net	$	229,889	$	229,205
Other liabilities, net		26,832		27,019
Total liabilities		256,721		256,224
Total equity		228,531		232,424
Total liabilities and equity	$	485,252	$	488,648


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Combined income statement information: (1)
Total revenue	$	7,903	$	23,570	$	29,097	$	68,555
Operating income (loss) (2)		776		(20,584)		6,714		(13,005)
Net loss (2)		(3,226)		(27,622)		(5,093)		(31,557)

(1) Excludes amounts related to the Fortress Assets and the L'Enfant Plaza Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and nine months ended September 30, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023.

(2) Includes the gain on the sale of Central Place Tower of $894,000 for the nine months ended September 30, 2024. Includes the gain on the sale of Stonebridge at Potomac Town Center of $4.6 million for the three and nine months ended September 30, 2023. Includes an impairment loss of $30.1 million for the three and nine months ended September 30, 2023.


	Three Months Ended March 31,
	2025		2024

	(In thousands)
Combined income statement information: ⁽¹⁾
Total revenue	$	8,312	$	13,282
Operating income ⁽²⁾		1,363		4,524
Net income (loss) ⁽²⁾		(2,427)		644

(1)

Excludes amounts related to the Fortress Assets. Excludes combined balance sheet information and combined income statement information for all the periods presented related to The Foundry and the L'Enfant Plaza assets as we discontinued applying the equity method of accounting after September 30, 2023 and September 30, 2022. In April 2024, the lender foreclosed on the mortgage loan secured by The Foundry and took possession of the property. In October 2024, the lender foreclosed on the mortgage loan secured by the L’Enfant Plaza assets and took possession of the properties.

(2)	Includes the gain on the sale of Central Place Tower of $894,000 for the three months ended March 31, 2024.

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5.Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

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of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

Unconsolidated VIEs

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the net carrying amounts of our investment in these entities were $8882.60 million ~~and $87.3 million~~, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information.

Consolidated VIEs

JBG SMITH LP is our ~~most~~only ~~significant~~ consolidated VIE. We hold 8584.80% of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which constructed an 808-unit multifamily asset comprising two towers, The Grace and Reva, with ground floor retail. The ground lessee engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we were the lessee in a master lease of the asset. We determined that 1900 Crystal Drive was a VIE and that we were the primary beneficiary of the VIE. Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our balance sheet. In June 2024, we acquired the ground lessee's interest in 1900 Crystal Drive for $26.6 million of which $4.7 million was a reduction of "Noncontrolling interests" in our balance sheet. As a result of the transaction, 1900 Crystal Drive is no longer a VIE.

As of September 30, 2024, excluding JBG SMITH LP, we consolidated one VIE (2000/2001 South Bell Street) with total assets of $271.4 million and liabilities of $173.1 million, and as of December 31, 2023, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $503.2 million and liabilities of $293.3 million. VIE assets primarily consisted of construction in progress and VIE liabilities primarily consisted of mortgage loans. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. In October 2024, we provided notice of our intent to exercise our option to acquire the ground lessee’s interest in 2000/2001 South Bell Street which we anticipate will close in the fourth quarter of 2024.

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6.Other Assets, Net

The following is a summary of other assets, net:


	September 30, 2024		December 31, 2023
	(In thousands)
Prepaid expenses	$	23,234	$	13,215
Derivative financial instruments, at fair value		18,977		42,341
Deferred financing costs, net		8,010		10,199
Operating lease right-of-use assets		44,642		60,329
Investments in funds (1)		27,262		21,785
Other investments (2)		3,487		3,487
Other		12,891		12,125
Total other assets, net	$	138,503	$	163,481

(1) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and nine months ended September 30, 2024, unrealized gains related to these investments were $2.7 million and $4.0 million. During the three and nine months ended September 30, 2023, unrealized gains (losses) related to these investments were ($492,000) and $1.2 million. During the three and nine months ended September 30, 2024, realized losses related to these investments were $143,000 and $765,000. During the three and nine months ended September 30, 2023, realized losses related to these investments were $165,000 and $483,000. Unrealized gains (losses) and realized losses were included in "Interest and other income, net" in our statements of operations.

(2) Primarily consists of equity investments that are carried at cost. During the three and nine months ended September 30 2023, realized gains related to these investments were $436,000. Realized gains were included in "Interest and other income, net" in our statements of operations.


	March 31, 2025		December 31, 2024

	(In thousands)
Prepaid expenses	$	11,263	$	10,834
Derivative financial instruments, at fair value		15,900		25,682
Deferred financing costs, net		6,551		7,280
Operating lease right-of-use assets		43,416		44,034
Investments in funds ⁽¹⁾		27,927		27,665
Other investments ⁽²⁾		3,277		3,237
Other		12,391		12,586
Total other assets, net	$	120,725	$	131,318

(1)

Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three months ended March 31, 2025 and 2024, unrealized gains (losses) related to these investments were ($525,000) and $497,000. During the three months ended March 31, 2025 and 2024, realized gains (losses) related to these investments were $144,000 and ($439,000). Unrealized and realized gains (losses) were included in "Interest and other income, net" in our statements of operations.

(2)	Primarily consists of equity investments that are carried at cost.

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7.Debt

Mortgage Loans

The following is a summary of mortgage loans:


	Weighted Average
	Effective
	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
		(In thousands)
Variable rate (2)	65.1255%	$	~~724~~535,~~317~~457	$	~~608~~587,~~582~~254
Fixed rate (3)	45.5413%		1,~~104~~107,~~606~~376		1,~~189~~196,~~643~~479
Mortgage loans			1,~~828~~642,~~923~~833		1,~~798~~783,~~225~~733
Unamortized deferred financing costs and premium / discount, net			(1216,~~767~~130)		(1516,~~211~~560)
Mortgage loans, net		$	1,~~816~~626,~~156~~703	$	1,~~783~~767,~~014~~173

(1) Weighted average effective interest rate as of ~~September~~March 3031, ~~2024~~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 3.5611%, and the weighted average maturity date of the interest rate caps is in the ~~fourth~~first quarter of ~~2025~~2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of ~~September~~March 3031, ~~2024~~2025, one-month term Secured Overnight Financing Rate ("SOFR") was 4.8532%.

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

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1.8 billion and $2.21 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~~February ~~2024~~2025, in connection with the sale of 8001 Woodmont, we repaid the related $8399.37 million mortgage loan. ~~collateralized~~In byMarch ~~201~~2025, ~~12th~~we ~~Street~~entered Sinto a five-year interest-only $258.,9 ~~200~~million ~~12th~~mortgage ~~Street~~loan Swith a fixed interest rate of 5.,03% collateralized by the Ashley and ~~251~~Potomac ~~18th~~buildings ~~Street~~at SRiverHouse Apartments and repaid the outstanding $307.7 million mortgage loan that was collateralized by the Ashley, Potomac and James buildings.

16As of March 31, 2025 and December 31, 2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $886.7 million and $1.4 billion. See Note 15 for additional information.

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As of September 30, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.7 billion. See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of ~~September~~March 3031, 2025 and December 31, 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2026, ~~as extended in September 2024,~~ a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028. The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has one remaining one-year extension option.

The agreements for our unsecured revolving credit facility and term loans include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and to make capital expenditures, and also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these covenants, and failure to comply with our covenants could cause a default, and we may then be required to repay such debt.

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The following is a summary of amounts outstanding under the revolving credit facility and term loans:


	Effective
	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
		(In thousands)
Revolving credit facility (2) (3)	65.4690%	$	90162,000	$	6285,000

Tranche A-1 Term Loan (4)	5.34%	$	200,000	$	200,000
Tranche A-2 Term Loan (5)	4.20%		400,000		400,000
2023 Term Loan (6)	5.41%		120,000		120,000
Term loans			720,000		720,000
Unamortized deferred financing costs, net			(21,~~422~~945)		(2,~~828~~147)
Term loans, net		$	~~717~~718,~~578~~055	$	717,~~172~~853

(1) Effective interest rate as of ~~September~~March 3031, ~~2024~~2025. The interest rate for our revolving credit facility excludes a 0.1520% facility fee.

(2) As of ~~September~~March 3031, ~~2024~~2025, daily SOFR was 4.9641%. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, letters of credit with an aggregate face amount of $15.72 million ~~and $467,000~~ were outstanding under our revolving credit facility. On April 1, 2025, the $15.2 million letter of credit was cancelled.

(3) As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, excludes $86.06 million and $107.23 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) AsThe ~~of September 30, 2024, the~~ interest rate swaps ~~fixed~~fix SOFR at a weighted average interest rate of 4.00% through the extended maturity date of January 2027.

(5) AsThe ~~of September 30, 2024, the~~ interest rate swaps ~~fixed~~fix SOFR at a weighted average interest rate of 2.81% through the maturity date.

(6) AsThe ~~of September 30, 2024, the~~ interest rate swap ~~fixed~~fixes SOFR at an interest rate of 4.01% through the maturity date.

8.Other Liabilities, Net

The following is a summary of other liabilities, net:


	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
	(In thousands)
Lease intangible liabilities, net	$	1,~~356~~209	$	31,~~496~~283
Lease incentive liabilities		6,~~616~~099		72,~~546~~590
Liabilities related to operating lease right-of-use assets		4543,~~313~~526		6444,~~501~~430
Prepaid rent		1513,~~594~~192		1112,~~881~~978
Security deposits		1211,~~334~~408		1211,~~133~~167
Environmental liabilities		17,468		17,~~568~~468
Deferred tax liability, net		3,~~326~~631		3,~~326~~917
Derivative financial instruments, at fair value		13,753		14,444
Dividends payable		—		17,611
Other		2,613		3,974
Derivative financial instruments, at fair value		5,683		2,395
Total other liabilities, net	$	118,373	$	138,869
Other (1)		42,072		1,988
Total other liabilities, net	$	144,288	$	115,827

⁽¹⁾	Amount as of March 31, 2025 is primarily related to accrual for common shares repurchased pending settlement.

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9.Redeemable Noncontrolling Interests

OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, unitholders redeemed ~~827~~647,~~012~~387 and ~~2.1~~468,081 ~~million~~ OP Units, which we elected to redeem for an equivalent number of our common shares. As of ~~September~~March 3031, ~~2024~~2025, outstanding OP Units and redeemable LTIP Units totaled 13.9 million, representing a 1416.20% ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in ~~"Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period.~~

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"Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period.

The following is a summary of the activity of redeemable noncontrolling interests:


	Three Months Ended March 31,	~~Three Months Ended September 30,~~
	2025	~~2024~~		2024	~~2023~~
	(In thousands)						~~Consolidated~~
		JBG			JBG		Real Estate
Balance, beginning of period	$	423,632		$	440,737
		SMITH LP			SMITH LP		Venture		Total
Redemptions		(9,719)			(7,875)
		(In thousands)
LTIP Units issued in lieu of cash compensation (1)		2,074			2,983
Balance, beginning of period		$	436,673		$	455,886	$	—	$	455,886
Net loss		(7,978)			(4,534)
Redemptions			(3,553)			(7,602)		—		(7,602)
Other comprehensive income (loss)		(1,884)			2,026
Net loss			(4,365)			(7,926)		—		(7,926)
Distributions		—			(2,931)
Other comprehensive income (loss)			(5,595)			1,346		—		1,346
Share-based compensation expense		6,160			8,950
Distributions			(2,874)			(3,727)		—		(3,727)
Adjustment to redemption value		5,951			(3,827)
Share-based compensation expense			4,424			6,003		—		6,003
Balance, end of period	$	418,236		$	435,529
Adjustment to redemption value			20,235			381		—		381
Balance, end of period		$	444,945		$	444,361	$	—	$	444,361
		Nine Months Ended September 30,
		2024			2023
							Consolidated
		JBG			JBG		Real Estate
		SMITH LP			SMITH LP		Venture (2)		Total
		(In thousands)
Balance, beginning of period		$	440,737		$	480,663	$	647	$	481,310
Redemptions			(13,769)			(33,110)		(647)		(33,757)
LTIP Units issued in lieu of cash compensation (1)			3,836			5,213		—		5,213
Net loss			(12,353)			(5,961)		—		(5,961)
Other comprehensive income (loss)			(4,003)			902		—		902
Distributions			(8,714)			(7,654)		—		(7,654)
Share-based compensation expense			24,287			25,152		—		25,152
Adjustment to redemption value			14,924			(20,844)		—		(20,844)
Balance, end of period		$	444,945		$	444,361	$	—	$	444,361

(1)	See Note 11 for additional information.

(2) As of December 31, 2022, we held a 99.7% ownership interest in a real estate venture that owned The Wren, a multifamily asset. In February 2023, the partner redeemed its 0.3% interest, increasing our ownership interest to 100.0%.

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10.Property Rental Revenue

The following is a summary of property rental revenue from our non-cancellable leases:

Three Months Ended March 31,

~~Three Months Ended September 30,~~

~~Nine Months Ended September 30,~~

2025

~~2024~~

2024

~~2023~~

~~2024~~

~~2023~~

(In thousands)

~~(In thousands)~~

Fixed

$93,988

~~105,015~~

$112,977

~~110,333~~

~~321,594~~

~~331,528~~

Variable

7,511

~~8,334~~

9,659

~~9,961~~

~~26,927~~

~~33,391~~

Property rental revenue

$101,499

~~113,349~~

$122,636

~~120,294~~

~~348,521~~

~~364,919~~

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

In January ~~2024~~2025, we granted to certain employees ~~974~~735,~~140~~682 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $1513.9359 per unit that ~~primarily~~ vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers. Compensation expense for these units is primarily being recognized over a four-year period.

In January ~~2024~~2025, we granted ~~209~~162,~~047~~301 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to ~~2023~~2024 service as LTIP Units. The LTIP ~~units~~Units had a grant-date fair value of $1412.2777 per unit. Compensation expense totaling $32.01 million for these LTIP Units was recognized in ~~2023~~2024.

InThe ~~April~~aggregate ~~2024,~~grant-date asfair ~~part~~value of ~~their~~the ~~annual~~Time-Based ~~compensation,~~LTIP weUnits ~~granted~~and tothe ~~non-employee~~LTIP ~~trustees~~Units agranted ~~total~~during ofthe ~~141~~three months ended March 31,~~422~~ 2025 ~~fully~~was ~~vested~~$12.1 million. The Time-Based LTIP Units ~~with~~and athe ~~grant-date~~LTIP ~~fair~~Units ~~value~~were ofvalued ~~$12.40~~based ~~per~~on ~~unit,~~the ~~which~~closing ~~includes~~common ~~LTIP~~share ~~Units~~price ~~elected~~on inthe ~~lieu~~grant ofdate, ~~cash~~less ~~retainers.~~a ~~The~~discount ~~LTIP~~for ~~Units~~post-grant ~~may~~restrictions. ~~not~~The bediscount ~~sold~~was ~~while~~determined ausing ~~trustee~~Monte isCarlo ~~serving~~simulations based on the ~~Board~~following ofsignificant ~~Trustees.~~assumptions:

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 2024 was $20.3 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions:


Expected volatility		3330.0 % to 3536.0%
Risk-free interest rate		4.42% to 4.84%
Post-grant restriction periods		2 to 63 years

In April 2025, as part of their annual compensation, we granted to non-employee trustees a total of 160,713 fully vested LTIP Units with a grant-date fair value of $11.66 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

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Appreciation-Only LTIP Units ("AO LTIP Units")

In January ~~2024~~2025, we granted to certain employees ~~1.9~~549,292 ~~million~~ performance-based AO LTIP Units with a grant-date fair value of $32.7969 per unit. The AO LTIP Units provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $1816.9398. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the ~~tenth~~fifth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $7.1.5 million, valued using Monte Carlo simulations based on the following significant assumptions:


Expected volatility		32.0%
Dividend yield		3.29%
Risk-free interest rate		4.14%

19Performance-Based LTIP Units

~~Table~~In January 2025, we issued 957,000 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to certain employees. The Performance-Based LTIP Units vest at the end of ~~Contents~~a three-year performance period contingent on our achievement of net operating income ("NOI") targets set and measured annually by the Compensation Committee and subject to continued employment. While the targets are set and measured annually, the awards vest and the related compensation expense is expected to be recognized in 2027 based on the average of the actual performance achieved during the prior three years. Achievement levels for the Performance-Based LTIP Units are set for threshold, at which 25% of the awards may be earned, target, at which 50% of the awards may be earned and maximum performance, at which all the awards are earned. As the performance goals for subsequent years are not set at the time of issuance, the awards are not considered granted for accounting purposes and therefore do not have a grant-date fair value. Accordingly, the total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the Performance-Based LTIP Units issued in 2025.

Restricted Share Units ("RSUs")

In January ~~2024~~2025, we granted to certain non-executive employees 7498,~~842~~029 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $1715.2144 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent with those of the Time-Based LTIP Units granted in ~~2024~~2025.

The aggregate grant-date fair value of the Time-Based RSUs granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $1.35 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant.

ESPP

Pursuant to the ESPP, employees purchased 6018,~~185~~582 common shares for $~~792~~244,000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, valued using the Black-Scholes model based on the following significant assumptions:


Expected volatility		2632.0% ~~to 48.0%~~
Dividend yield		4.27% ~~to 4.6%~~
Risk-free interest rate		54.34% ~~to 5.6%~~
Expected life		3 months

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Share-Based Compensation Expense

The following is a summary of share-based compensation expense:


	Three Months Ended ~~September~~March 3031,					~~Nine Months Ended September 30,~~
	~~2024~~2025		~~2023~~2024		X	~~2024~~		~~2023~~
	(In thousands)
Time-Based LTIP Units	$	34,~~191~~813	$	35,~~517~~472		$	~~14,548~~	$	~~14,373~~
AO LTIP Units and Performance-Based LTIP Units		1,~~233~~347		23,~~440~~478			~~8,187~~		~~9,382~~
LTIP Units		—		—			1,552		1,000
Other equity awards (1)		1,277		1,044
Other equity awards (1)		1,082		912			3,294		3,710
Total share-based compensation expense		7,437		9,994
Share-based compensation expense - other		5,506		6,869			27,581		28,465
Less: amount capitalized		(272)		(456)
Share-based compensation related to Formation Transaction and special equity awards (2)		—		46			—		397
Share-based compensation expense	$	7,165	$	9,538
Total share-based compensation expense		5,506		6,915			27,581		28,862
Less: amount capitalized		(377)		(418)			(1,423)		(1,851)
Share-based compensation expense	$	5,129	$	6,497		$	26,158	$	27,011

(1)	Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

~~(2)~~As ~~Included~~of inMarch 31, 2025, ~~"General~~we ~~and~~had ~~administrative~~$27.6 ~~expense:~~million ~~Share-based~~of total unrecognized compensation expense related to ~~Formation~~unvested ~~Transaction and special equity awards" in our statements of operations. Includes~~ share-based ~~compensation~~payment ~~expense~~arrangements, ~~for~~which ~~awards~~is ~~issued~~expected into ~~connection~~be ~~with~~recognized ~~the~~over ~~Formation~~a ~~Transaction~~weighted ~~and~~average ~~with~~period ~~our successful pursuit~~ of ~~Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023~~2.0 years.

As of September 30, 2024, we had $27.8 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.3 years.

In April 2024, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the common shares reserved for issuance under the Plan by 7.5 million common shares to 25.8 million total common shares. As of September 30, 2024, there were 10.1 million common shares available for issuance under the Plan.

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12.Transaction and Other Costs

The following is a summary of transaction and other costs:

Three Months Ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

(In thousands)

Completed, potential and pursued transaction expenses (1)

~~104~~674

~~622~~1,507

~~1,645~~

~~896~~

Severance and other costs

~~563~~1,074

~~1,033~~7

~~1,075~~

~~4,280~~

Demolition costs

—163

~~175~~—

~~285~~

~~2,618~~

Transaction and other costs

~~667~~1,911

1,~~830~~514

~~3,005~~

~~7,794~~

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

13.Interest Expense

The following is a summary of interest expense:


	Three Months Ended ~~September~~March 3031,					~~Nine Months Ended September 30,~~
	~~2024~~2025		~~2023~~2024		X	~~2024~~		~~2023~~
	(In thousands)
Interest expense before capitalized interest	$	3533,~~142~~488	$	30,~~229~~840		$	~~97,216~~	$	~~85,942~~
Amortization of deferred financing costs		4,~~081~~146		3,~~381~~903			~~12,163~~		~~6,011~~
Net (gain) loss on non-designated derivatives:
Net unrealized (gain) loss on non-designated derivatives		(32)		42
Net unrealized loss		8		1,742			77		7,383
Capitalized interest		(2,402)		(4,625)
Net realized gain		—		(230)			—		—
Interest expense	$	35,200	$	30,160
Capitalized interest		(3,964)		(7,219)			(12,056)		(18,756)
Interest expense	$	35,267	$	27,903		$	97,400	$	80,580

14.Shareholders' Equity and Loss Per Common Share

Common Shares Repurchased

Our Board of Trustees ~~has~~previously authorized the repurchase of up to $1.5 billion of our outstanding common shares. ~~During~~In ~~the~~February ~~three and nine months ended September 30~~2025, ~~2024,~~ weour ~~repurchased~~Board ~~and~~of ~~retired~~Trustees ~~3.1~~increased ~~million~~our ~~and 10.8 million~~ common ~~shares~~share ~~for~~repurchase ~~$50.2~~authorization ~~million~~to ~~and~~ $~~168~~2.30 ~~million, a weighted average purchase price per share of $16~~billion.23 ~~and $15.61.~~ During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2025, we repurchased and retired 712.92 million ~~and 18.4 million~~ common shares for $~~120~~187.85 million ~~and $276.7 million~~, a weighted average purchase price per share of $15.~~24 and $14~~43.~~98.~~ ~~Since~~During ~~we began~~ the ~~share~~three ~~repurchase~~months ~~program~~ended ~~through September~~March 3031, 2024, we ~~have~~ repurchased and retired 563.60 ~~million common shares for $1.1 billion, a weighted average purchase price per share of $19.88.~~

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million common shares for $49.4 million, a weighted average purchase price per share of $16.50. Since we began the share repurchase program through March 31, 2025, we have repurchased and retired 69.0 million common shares for $1.3 billion, a weighted average purchase price per share of $19.08.

Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive.

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The following is a summary of the calculation of basic and diluted loss per common share and a reconciliation of net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share:

Three Months Ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

(In thousands, except per share amounts)

Net loss

(3153,~~309~~698)

(6642,~~101~~190)

~~(106,913)~~

~~(54,045)~~

Net loss attributable to redeemable noncontrolling interests

47,~~365~~978

74,~~926~~534

~~12,353~~

~~5,961~~

Net (income) loss attributable to noncontrolling interests

(36)

168

10,931

703

Net loss attributable to noncontrolling interests

—

5,380

Net loss attributable to common shareholders

(2645,~~980~~720)

(5832,~~007~~276)

~~(83,629)~~

~~(47,381)~~

Distributions to participating securities

~~(439)~~—

(~~689~~654)

~~(1,596)~~

~~(1,406)~~

Net loss available to common shareholders - basic and diluted

(2745,~~419~~720)

(5832,~~696~~930)

~~(85,225)~~

~~(48,787)~~

Weighted average number of common shares outstanding - basic and diluted

8581,~~292~~521

~~101~~92,~~445~~635

~~89,637~~

~~108,351~~

Loss per common share - basic and diluted

(0.3256)

(0.5836)

~~(0.95)~~

~~(0.45)~~

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is excluded in the computation of diluted loss per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted loss per share). Since OP Units, Time-Based LTIP Units, LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from loss available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted loss per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 and ~~6.6 million and 6.9 million for the three and nine months ended September 30~~2024, ~~2023,~~ were excluded from the calculation of diluted loss per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in ~~October~~April ~~2024~~2025

On ~~October~~April 24, ~~2024~~2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on ~~November~~May 22, ~~2024~~2025 to shareholders of record as of ~~November~~May 78, ~~2024~~2025.

15.Fair Value Measurements

Fair Value Measurements on a Recurring Basis

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

As of September 30, 2024 and December 31, 2023, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was ($1.8) million and $22.7 million as of September 30, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income (loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $3.5 million of the net unrealized gain as a decrease to interest expense.19

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As of March 31, 2025 and December 31, 2024, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain on our derivative financial instruments designated as effective hedges was $6.1 million and $17.2 million as of March 31, 2025 and December 31, 2024 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $4.3 million of the net unrealized gain as a decrease to interest expense.

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

Level 3 — unobservable inputs that are used when little or no market data is available.

The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy.

The following is a summary of assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements

Total

Level 1

Level 2

Level 3

(In thousands)

September 30, 2024

March 31, 2025

Derivative financial instruments designated as effective hedges:

Classified as assets in "Other assets, net"

1514,~~857~~542

—

1514,~~857~~542

—

Classified as liabilities in "Other liabilities, net"

104,~~649~~329

—

104,~~649~~329

—

Non-designated derivatives:

Classified as assets in "Other assets, net"

31,~~120~~358

—

31,~~120~~358

—

Classified as liabilities in "Other liabilities, net"

31,~~104~~354

—

31,~~104~~354

—

December 31, 2023

December 31, 2024

Derivative financial instruments designated as effective hedges:

Classified as assets in "Other assets, net"

3523,~~632~~367

—

3523,~~632~~367

—

Classified as liabilities in "Other liabilities, net"

~~7,936~~90

—

~~7,936~~90

—

Non-designated derivatives:

Classified as assets in "Other assets, net"

62,~~709~~315

—

62,~~709~~315

—

Classified as liabilities in "Other liabilities, net"

62,~~508~~305

—

62,~~508~~305

—

The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains (losses) included in "~~Total~~Other ~~other~~ comprehensive income (loss)" in our statements of comprehensive loss for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were attributable to the net change in unrealized gains or (losses) related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments. Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations.

2320

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were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments. Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations.

Fair Value Measurements on a Nonrecurring Basis

Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. This assessment resulted in the impairment of two development parcels, which had an estimated fair value of $24.7 million based on a market approach and were classified as Level 2 in the fair value hierarchy. The impairment loss totaled $18.2 million, which was included in "Impairment loss" in our statement of operations for the nine months ended September 30, 2024.

During the three months ended March 31, 2025, this assessment resulted in the impairment of a development parcel, which had an estimated fair value of $11.0 million based on a market approach and was classified as Level 2 in the fair value hierarchy. The impairment loss totaled $8.5 million, which was included in "Impairment loss" in our statement of operations for the three months ended March 31, 2025.

Financial Assets and Liabilities Not Measured at Fair Value

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

~~September~~March 3031, ~~2024~~2025

December 31, ~~2023~~2024

Carrying

Amount (1)

Fair Value

Amount (1)

Fair Value

(In thousands)

Financial liabilities:

Mortgage loans

1,~~828~~642,~~923~~833

1,~~801~~636,~~041~~690

1,~~798~~783,~~225~~733

1,~~753~~749,~~251~~904

Revolving credit facility

90162,000

89162,~~934~~152

6285,000

6284,~~000~~886

Term loans

720,000

~~715~~718,~~679~~639

720,000

715,~~950~~929

(1)	The carrying amount consists of principal only.

The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms.

16.Segment Information

We ~~review~~own, ~~operating~~operate and ~~financial~~develop ~~data~~mixed-use ~~for~~properties ~~each~~concentrated ~~property~~in onand anaround ~~individual basis; therefore~~Washington, ~~each~~D.C. ofWe derive our ~~individual~~revenue ~~properties~~primarily isfrom aleases ~~separate~~with ~~operating~~multifamily ~~segment~~and commercial tenants. WeIn ~~define~~addition, our ~~reportable~~third-party ~~segments~~real toestate beservices business provides fee-based real estate services. Our operating segments are aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, ~~we aggregate~~ our three operating ~~segments~~and ~~into three~~ reportable segments (are multifamily, commercial, and third-party ~~asset management and~~ real estate services~~) based on the economic characteristics and nature of our assets and services~~.

The CODM measures and evaluates the performance of our operating segments, ~~with the exception of the third-party asset management and real estate services business,~~ based on only the ~~net~~following ~~operating~~measures ~~income~~at ~~("NOI")~~our ofshare ~~properties~~pertaining ~~within~~to each ~~segment.~~of ~~NOI~~our ~~includes~~segments: ~~property rental revenue and parking revenue and deducts property operating expenses and real estate taxes.~~

~~With~~● ~~respect~~NOI to(multifamily ~~the~~and ~~third~~commercial) -~~party~~ ~~asset~~which ~~management~~includes our proportionate share of revenue and expenses attributable to real estate ~~services~~ventures. ~~business,~~NOI ~~the~~includes ~~CODM~~property ~~reviews~~rental revenue ~~streams~~and ~~generated~~other byproperty ~~this~~revenue, ~~segment~~and ~~("Third-party~~deducts ~~real~~property ~~estate~~expenses. ~~services,~~NOI ~~including~~excludes ~~reimbursements")~~deferred rent, ascommercial ~~well~~lease astermination ~~the~~revenue, ~~expenses~~related ~~attributable~~party tomanagement ~~the~~fees, ~~segment~~interest ~~("General~~expense, and ~~administrative:~~certain ~~third~~other non-~~party~~cash ~~real~~adjustments, ~~estate~~including ~~services"),~~the ~~which~~accretion ~~are~~of ~~both~~acquired ~~disclosed~~below-market ~~separately~~leases inand ~~our~~the ~~statements~~amortization of ~~operations.~~acquired above-market leases and below-market ground lease intangibles.

24● Net third-party real estate services, excluding reimbursements - which includes revenue streams generated by this segment, excluding reimbursement revenue, as well as the expenses attributable to this segment at our proportionate share, calculated by excluding real estate services revenue from our interests in real estate ventures.

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The ~~following~~CODM ~~represents~~uses these measures predominantly in the ~~components~~annual ofbudget ~~revenue~~and ~~from~~forecasting process as well as in his review of our ~~third-party~~quarterly ~~asset~~financial ~~management~~results when making decisions about the allocation of operating and capital resources to each segment. We have included disclosure of NOI and the results of our third-party real estate services business: at our share to align with our internal reporting and the information used by our CODM.

The following is a summary of NOI at our share for our multifamily and commercial segments, including a reconciliation to our total NOI at our share:


	Three Months Ended ~~September~~March 3031, 2025					~~Nine Months Ended September 30,~~
	~~2024~~Multifamily		~~2023~~Commercial		X	~~2024~~Total		~~2023~~
	(In thousands, at our share)
Property management fees	$	4,065	$	4,910		$	12,312	$	14,879
Property rental revenue	$	54,602	$	49,757		$	104,359
Asset management fees		1,139		1,155			3,305		3,513
Other property revenue		621		3,736			4,357
Development fees		324		4,296			981		9,038
Total property revenue		55,223		53,493			108,716
Leasing fees		1,001		1,036			3,326		3,648
Property expense:
Construction management fees		343		266			903		909
Real estate taxes		5,571		5,592			11,163
Other service revenue		1,601		1,399			3,966		4,045
Payroll		3,742		3,007			6,749
Third-party real estate services revenue, excluding reimbursements		8,473		13,062			24,793		36,032
Utilities		3,918		3,402			7,320
Reimbursement revenue (1)		8,588		10,880			27,533		33,556
Repairs and maintenance		5,437		4,472			9,909
Third-party real estate services revenue, including reimbursements		17,061		23,942			52,326		69,588
Other property operating		3,045		4,148			7,193
Third-party real estate services expenses		16,088		21,405			57,065		67,333
Total property expense		21,713		20,621			42,334
Third-party real estate services revenue less expenses	$	973	$	2,537		$	(4,739)	$	2,255
NOI from reportable segments	$	33,510	$	32,872			66,382
Other NOI (1)							(1,097)
NOI						$	65,285

(1) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.


	Three Months Ended March 31, 2024
	Multifamily		Commercial		Total

	(In thousands, at our share)
Property rental revenue	$	51,731	$	63,346	$	115,077
Other property revenue		716		4,092		4,808
Total property revenue		52,447		67,438		119,885
Property expense:
Real estate taxes		5,402		7,989		13,391
Payroll		4,182		3,508		7,690
Utilities		3,546		3,669		7,215
Repairs and maintenance		4,363		5,248		9,611
Other property operating		2,367		4,071		6,438
Total property expense		19,860		24,485		44,345
NOI from reportable segments	$	32,587	$	42,953		75,540
Other NOI ⁽¹⁾						(1,705)
NOI					$	73,835

~~Management company assets primarily consist of management and leasing contracts with a net book value of $4.0 million and $8.~~(1) ~~million~~Includes asactivity ofrelated ~~September 30, 2024~~to ~~and~~development ~~December 31, 2023, which were included in "Intangible~~ assets, ~~net" in our balance sheets. Consistent with internal reporting presented to our CODM~~ and ~~our~~land ~~definition~~assets offor ~~NOI,~~which ~~the~~we ~~third-party asset management and real estate services operating results~~ are ~~excluded from~~ the ~~NOI~~ground ~~data below~~lessor.

~~The following is the reconciliation of net loss attributable to common shareholders to consolidated NOI:~~22


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023
	(In thousands)
Net loss attributable to common shareholders	$	(26,980)	$	(58,007)		$	(83,629)	$	(47,381)
Net loss attributable to redeemable noncontrolling interests		(4,365)		(7,926)			(12,353)		(5,961)
Net income (loss) attributable to noncontrolling interests		36		(168)			(10,931)		(703)
Net loss		(31,309)		(66,101)			(106,913)		(54,045)
Add:
Depreciation and amortization expense		50,050		50,265			158,211		152,914
General and administrative expense:
Corporate and other		11,881		11,246			43,855		42,462
Third-party real estate services		16,088		21,405			57,065		67,333
Share-based compensation related to Formation Transaction and special equity awards		—		46			—		397
Transaction and other costs		667		1,830			3,005		7,794
Interest expense		35,267		27,903			97,400		80,580
(Gain) loss on the extinguishment of debt		(43)		—			(43)		450
Impairment loss		—		59,307			18,236		59,307
Income tax expense (benefit)		831		77			(40)		672
Less:
Third-party real estate services, including reimbursements revenue		17,061		23,942			52,326		69,588
Other revenue		2,827		2,704			16,216		8,276
Income (loss) from unconsolidated real estate ventures, net		(745)		(2,263)			4		(1,320)
Interest and other income, net		4,573		7,774			10,105		14,132
Gain (loss) on the sale of real estate, net		(5,352)		906			(5,066)		41,606
Consolidated NOI	$	65,068	$	72,915		$	197,191	$	225,582

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The following is a summary of ~~NOI~~our ~~and~~third-party ~~certain~~real ~~balance~~estate ~~sheet~~services ~~data~~business byat ~~segment.~~our ~~Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.~~share:


	Three Months Ended ~~September~~March 3031, ~~2024~~
	~~Multifamily~~2025		~~Commercial~~2024		~~Other~~		~~Total~~
	(In thousands, at our share)
Property rental revenue (1)	$	54,617	$	54,142	$	3,403	$	112,162
Property management fees	$	3,361	$	4,115
Parking revenue		278		3,698		—		3,976
Asset management fees		580		924
Total property revenue		54,895		57,840		3,403		116,138
Development fees		523		238
Property expense:
Leasing fees		654		1,120
Property operating		20,450		18,558		250		39,258
Construction management fees		231		384
Real estate taxes		5,861		4,740		1,211		11,812
Other service revenue		1,035		1,001
Total property expense		26,311		23,298		1,461		51,070
Third-party real estate services revenue, excluding reimbursements		6,384		7,782
Consolidated NOI	$	28,584	$	34,542	$	1,942	$	65,068
Third-party real estate services expenses, excluding reimbursements		7,236		12,136
	Three Months Ended September 30, 2023
Net third-party real estate services, excluding reimbursements	$	(852)	$	(4,354)
	Multifamily		Commercial		Other		Total
	(In thousands)
Property rental revenue	$	52,461	$	63,940	$	3,893	$	120,294
Parking revenue		248		4,310		64		4,622
Total property revenue		52,709		68,250		3,957		124,916
Property expense:
Property operating		19,379		18,866		(657)		37,588
Real estate taxes		5,581		8,210		622		14,413
Total property expense		24,960		27,076		(35)		52,001
Consolidated NOI	$	27,749	$	41,174	$	3,992	$	72,915


	Nine Months Ended September 30, 2024
	Multifamily		Commercial		Other		Total
	(In thousands)
Property rental revenue (1)	$	159,287	$	167,377	$	9,600	$	336,264
Parking revenue		657		11,130		(63)		11,724
Total property revenue		159,944		178,507		9,537		347,988
Property expense:
Property operating		56,769		53,188		834		110,791
Real estate taxes		18,137		19,517		2,352		40,006
Total property expense		74,906		72,705		3,186		150,797
Consolidated NOI	$	85,038	$	105,802	$	6,351	$	197,191
	Nine Months Ended September 30, 2023
	Multifamily		Commercial		Other		Total
	(In thousands)
Property rental revenue	$	154,814	$	200,178	$	9,927	$	364,919
Parking revenue		767		12,874		195		13,836
Total property revenue		155,581		213,052		10,122		378,755
Property expense:
Property operating		55,228		56,489		(2,605)		109,112
Real estate taxes		16,837		25,406		1,818		44,061
Total property expense		72,065		81,895		(787)		153,173
Consolidated NOI	$	83,516	$	131,157	$	10,909	$	225,582

26The following is a reconciliation of revenue at our share to total revenue per the statements of operations:


	Three Months Ended March 31,
	2025		2024

	(In thousands)
Total property revenue at our share	$	108,716	$	119,885
Third-party real estate services revenue, excluding reimbursements, at our share		6,384		7,782
Reimbursement revenue ⁽¹⁾		8,274		9,681
Our share of revenue attributable to unconsolidated real estate ventures		(2,106)		(4,566)
Other property revenue		1,735		1,403
Other adjustments ⁽²⁾		(2,317)		10,999
Total revenue per statements of operations	$	120,686	$	145,184

(1)	Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects

(2)	Adjustment to include deferred rent, above/below market lease amortization, commercial lease termination revenue and lease incentive amortization.

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The following is the reconciliation of NOI at our share to loss before income tax benefit:


	Three Months Ended March 31,
	2025		2024

	(In thousands)
NOI at our share	$	65,285	$	73,835
Net third-party real estate services, excluding reimbursements, at our share		(852)		(4,354)
Add:
Income (loss) from unconsolidated real estate ventures, net		(592)		975
Interest and other income, net		525		2,100
Gain on the sale of real estate, net		537		197
Less:
Depreciation and amortization expense		47,587		56,855
General and administrative expense: corporate and other		15,557		14,973
Transaction and other costs		1,911		1,514
Interest expense		35,200		30,160
Loss on the extinguishment of debt		4,636		—
Impairment loss		8,483		17,211
Adjustments:
Our share of net third-party real estate services attributable to unconsolidated real estate ventures		(305)		(105)
NOI attributable to unconsolidated real estate ventures at our share		(990)		(3,046)
Non-cash rent adjustments ⁽¹⁾		(2,439)		1,430
Other adjustments ⁽²⁾		(1,693)		6,023
Total adjustments		(5,427)		4,302
Loss before income tax benefit	$	(53,898)	$	(43,658)

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

(2)	Adjustment to include payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity.


	Multifamily		Commercial		Other		Total
	(In thousands)
September 30, 2024
Real estate, at cost	$	3,131,377	$	2,308,486	$	419,193	$	5,859,056
Investments in unconsolidated real estate ventures		—		11,524		89,158		100,682
Total assets		2,349,905		2,402,577		429,995		5,182,477

December 31, 2023
Real estate, at cost	$	3,154,116	$	2,357,713	$	363,333	$	5,875,162
Investments in unconsolidated real estate ventures		—		176,786		87,495		264,281
Total assets		2,559,395		2,683,947		275,173		5,518,515

(1) Property rental revenue excludes $1.2 million and $12.3 million of other revenue including lease termination revenue for the three and nine months ended September 30, 2024.

17.Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

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

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

Construction Commitments

As of ~~September~~March 3031, ~~2024~~2025, we had anone asset under construction, 2000/2001 South Bell Street, and are building a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, ~~requires~~require an additional $5161.12 million to complete, ~~which we anticipate will be primarily expended over the next year. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds.~~

~~Environmental Matters~~24

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~~redevelopment~~which aswe ~~required~~anticipate bywill ~~law. Nevertheless, there can~~ be noprimarily ~~assurance~~expended ~~that~~over the ~~identification~~next ~~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~~year. ~~Environmental~~These ~~liabilities~~capital ~~totaled~~expenditures ~~$17.5~~are ~~million~~generally ~~and~~due ~~$17.6 million~~ as ofthe ~~September 30, 2024~~work ~~and~~is ~~December 31~~performed, ~~2023,~~ and ~~are~~we ~~included~~expect into ~~"Other~~finance ~~liabilities,~~them ~~net"~~primarily inwith ~~our~~debt ~~balance sheets~~proceeds.

Environmental Matters

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. Environmental liabilities totaled $17.5 million as of March 31, 2025 and December 31, 2024, and are included in "Other liabilities, net" in our balance sheets.

Legal Proceedings

In November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia ~~alleging~~against ~~violations of its antitrust laws by~~ RealPage, Inc., a ~~seller~~provider of revenue management ~~software~~systems, ~~products~~numerous multifamily rental companies, and a14 ~~number~~owners and/or operators of ~~large~~multifamily ~~apartment~~housing ~~community~~in ~~owners~~the ~~and~~District ~~operators~~of Columbia, including JBG Associates, L.L.C., one of our subsidiaries., ~~The~~alleging ~~lawsuit~~that ~~alleges collusion among~~ the defendants toviolated ~~illegally fix and inflate~~ the ~~pricing~~District of ~~multifamily~~Columbia ~~rents~~Antitrust ~~and~~Act ~~seeks~~by ~~monetary~~unlawfully ~~damages,~~agreeing ~~attorneys’~~to ~~fees~~use ~~and costs~~RealPage, ~~and injunctive relief~~Inc. Werevenue ~~believe~~management ~~there~~systems ~~are~~and ~~defenses,~~sharing ~~both~~sensitive ~~factual~~data. ~~and~~While ~~legal,~~we intend to ~~the~~vigorously ~~allegations~~defend inagainst this ~~proceeding~~lawsuit, ~~and~~given wethe ~~plan~~current tostage ~~vigorously~~of ~~defend~~ the ~~litigation.~~District Atof ~~this~~Columbia’s ~~stage in the proceeding~~lawsuit, itwe isare ~~not~~unable ~~possible~~ to predict ~~any~~the outcome or estimate the amount of loss, if any, ~~which~~that ~~could~~may beresult ~~associated~~from ~~with~~the ~~any adverse decision~~lawsuit. While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome.

There are various other legal actions ~~against~~arising us in the ordinary course of business. In our opinion, the outcome of such matters ~~will~~is not expected to have a material adverse effect on our financial ~~condition~~position, results of operations or cash flows.

Other

As of ~~September~~March 3031, ~~2024~~2025, we had committed tenant-related obligations totaling $4332.3 million ($4332.2 million related to our consolidated entities and $~~126~~78,000 related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion and stabilization of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable. As of March 31, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of September 30, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $57.4 million. As of September 30, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures. 25

Additionally, with respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of September 30, 2024, we had no debt principal payment guarantees related to our consolidated real estate assets.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.

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As of March 31, 2025, we had additional capital commitments totaling $8.0 million related to our investments in real estate-focused technology companies.

Additionally, with respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion and stabilization of development projects. As of March 31, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets.

18.Transactions with Related Parties

Our third-party ~~asset management and~~ real estate services business provides fee-based real estate services to third parties, including the JBG Legacy Funds ~~and other third parties~~. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds ~~as part of the Formation Transaction~~, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds.

~~During~~LEO ~~the~~Impact ~~second quarter of 2024~~Capital, ~~we combined~~ our ~~existing~~investment ~~impact~~management ~~investing~~platform ~~activities,~~dedicated ~~including~~to ~~the Washington Housing Initiative ("WHI") formed with the Federal City Council in 2018~~acquiring, ~~with~~financing ~~the~~and ~~newly~~operating ~~formed~~multifamily ~~LEO Impact Capital ("LEO"), our workforce~~ housing ~~investment~~in ~~management~~high ~~platform.~~impact ~~LEO~~neighborhoods ~~aims~~ to ~~acquire,~~preserve ~~operate~~affordability ~~and~~for ~~preserve~~ middle-income ~~housing~~residents, inmanages ~~rapidly~~the ~~growing~~Washington ~~neighborhoods~~Housing ~~vulnerable~~Initiative to("WHI") ~~rising~~Impact ~~housing costs~~Pool. The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of ~~September~~March 3031, ~~2024~~2025, our remaining unfunded commitment was $2.9 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $3.2.6 million and $104.30 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 and $42024.8 ~~million and $15.7 million for the three and nine months ended September 30, 2023.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $21.39 million and $32.51 million for such services.

~~Commencing~~We inlease ~~March 2023, in connection with the sale of an 80.0% interest in 4747 Bethesda Avenue in 2023, we leased~~ our corporate offices from an unconsolidated real estate venture, ~~and~~in ~~incurred~~which ~~$1.3~~we ~~million~~have ~~and~~a $420.10% ~~million of rent expense for the three and nine months ended September 30~~interest, ~~2024,~~ and incurred $1.63 million and $31.45 million of rent expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2025 and 2024, which was included in "General and administrative expense" in our statements of operations.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.50 million and $7.2.5 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 and ~~$2.3 million and $7.0 million for the three and nine months ended September 30~~2024, ~~2023,~~ which was included in "Property operating expenses" in our statements of operations.

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~26

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 20, 2024 ("Annual Report") and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.

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~~the cautionary statements contained or referred to in this section~~ITEM 2. WeMANAGEMENT'S doDISCUSSION ~~not~~AND ~~undertake~~ANALYSIS ~~any~~OF ~~obligation~~FINANCIAL toCONDITION ~~release~~AND ~~publicly~~RESULTS ~~any~~OF ~~revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.~~OPERATIONS

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

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

Organization and Basis of Presentation

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, ~~invests in~~ and develops mixed-use properties concentrated in ~~high~~amenity-rich, ~~growth and high barrier~~Metro-~~to-entry~~served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and retail tenants. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, ~~amenity-rich~~highly amenitized, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") ~~new~~ headquarters; Virginia Tech's ~~under-construction~~ $1 billion Innovation Campus; ~~the submarket’s~~ proximity to the Pentagon; and our ~~retail and digital~~ placemaking initiatives and public infrastructure improvements. In addition, our third-party ~~asset management and~~ real estate services business provides fee-based real estate services to third parties, including the legacy funds formerly organized by The JBG Companies ~~("JBG") (the "JBG Legacy Funds") and other third parties~~.

Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ~~("JBG SMITH LP")~~, our operating partnership. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: ~~(i)~~ 10.0% subordinated interest in one commercial building, ~~(ii)~~and our 33.5% subordinated interest in four commercial buildings (the "Fortress Assets") ~~and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets")~~, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

WeReferences ~~were~~to ~~organized~~our ~~for~~financial ~~the~~statements ~~purpose~~refer ofto ~~receiving,~~our ~~via~~unaudited ~~the~~condensed ~~spin-off~~consolidated onfinancial ~~July~~statements as of March 1731, 2025 ~~2017~~and (December 31, 2024, and for the ~~"Separation")~~three months ended March 31, 2025 ~~substantially~~and ~~all~~2024. ofReferences ~~the~~to ~~assets~~our ~~and~~balance ~~liabilities~~sheets ofrefer ~~Vornado~~to ~~Realty~~our ~~Trust's~~condensed ~~("Vornado")~~consolidated ~~Washington,~~balance ~~D.C.~~sheets ~~segment.~~as Onof ~~July~~March 1831, 2025 ~~2017~~and December 31, 2024. weReferences ~~acquired~~to ~~the~~our ~~management~~statements ~~business,~~of ~~and~~operations ~~certain~~refer ~~assets~~to ~~and~~our ~~liabilities~~condensed consolidated statements of ~~JBG~~operations (for the ~~"Combination").~~three ~~The~~months ~~Separation~~ended March 31, 2025 and ~~the~~2024. ~~Combination~~References ~~are~~to ~~collectively~~our ~~referred~~statements of cash flows refer to asour condensed consolidated statements of cash flows for the ~~"Formation~~three ~~Transaction~~months ended March 31, 2025 and 2024."

~~References~~The toaccompanying ~~our~~ financial statements ~~refer~~and tonotes ~~our~~are ~~unaudited~~prepared ~~condensed~~in ~~consolidated~~accordance ~~financial~~with ~~statements~~accounting asprinciples ofgenerally ~~September 30, 2024~~accepted ~~and~~in ~~December 31, 2023, and for~~ the ~~three~~United ~~and~~States ~~nine~~of ~~months~~America ~~ended September 30~~("GAAP"), ~~2024~~ ~~and~~which ~~2023.~~requires ~~References~~us to ~~our~~make ~~balance~~estimates ~~sheets~~and ~~refer~~assumptions tothat ~~our~~affect ~~condensed~~the ~~consolidated~~reported ~~balance~~amounts ~~sheets as~~ of ~~September 30, 2024~~assets and ~~December 31~~liabilities, ~~2023.~~ ~~References~~and tothe ~~our~~disclosure ~~statements~~ of ~~operations~~contingent ~~refer~~assets toand ~~our~~liabilities ~~condensed~~as ~~consolidated statements~~ of ~~operations for~~ the ~~three~~date ~~and nine months ended September 30, 2024 and 2023. References to our statements~~ of ~~cash flows refer to our condensed consolidated statements of cash flows for~~ the ~~nine~~financial ~~months ended September 30, 2024 and 2023.~~

The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.27

We aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

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statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

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

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

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

Overview

As of ~~September~~March 3031, ~~2024~~2025, our Operating Portfolio consisted of 4137 operating assets comprising 1615 multifamily assets totaling 6,~~781~~459 units (6,~~781~~459 units at our share), 2320 commercial assets totaling 76.25 million square feet (6.91 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 1819 assets in the development pipeline totaling 11.40 million square feet (98.39 million square feet at our share) of estimated potential development density.

We continue to implement our comprehensive plan to reposition our holdings in ~~the~~ National Landing ~~submarket in Northern Virginia~~ by executing a broad array of placemaking strategies. Our placemaking includes the delivery of new multifamily assets, the delivery of redeveloped and new office ~~developments,~~assets ~~locally~~subject ~~sourced~~to demand therefor, amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to placemaking, each new project is intended to contribute to an authentic and distinct ~~neighborhoods~~neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. ToIn ~~that end~~2024, we ~~saw~~delivered ~~the~~The ~~delivery~~Grace ofand ~~two~~Reva ~~placemaking~~with ~~projects,~~808 ~~Water~~multifamily ~~Park~~units and ~~Surreal~~approximately in38,000 ~~2023~~square feet of retail space. In the ~~second~~first quarter of ~~2024~~2025, we ~~delivered~~completed ~~The~~construction ~~Grace~~on ~~and~~The ~~Reva,~~Zoe ~~formerly~~(2001 ~~known~~South ~~collectively~~Bell asStreet), ~~1900~~a ~~Crystal~~420-unit ~~Drive~~multifamily tower, ~~with~~and ~~808~~we ~~units~~have ~~and~~fully leased the approximately 388,000 square feet of ground floor retail. ~~space~~We expect to deliver Valen (2000 South Bell Street), a 355-unit multifamily tower adjacent to The Zoe, later this year. Additionally, ~~the~~in ~~digital~~2024, ~~infrastructure~~we ~~investments~~started weconstruction ~~are~~on ~~making~~a ~~are~~new ~~advancing~~office ~~our~~amenity ~~efforts~~hub toat ~~make~~2011 ~~National~~Crystal ~~Landing~~Drive ~~among~~that, along with a repositioning of the ~~first~~asset 5Gitself, brings a large-~~operable~~scale ~~submarkets~~externally inmanaged ~~the~~meeting ~~nation~~and conference facility, two elevated food and beverage offerings, and an activated public lobby.

Outlook

A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is ~~active~~thoughtful capital allocation. WeWhile ~~evaluate~~there ~~development,~~is ~~acquisition,~~continued ~~disposition,~~uncertainty ~~share~~as ~~repurchases~~to ~~and~~how ~~other~~the ~~investment~~current ~~decisions~~political ~~based~~environment onwill ~~how they may~~ impact ~~long-term~~us ~~NAV~~and ~~per~~the ~~share~~Washington, D.C. Wemetropolitan ~~intend~~area, towe ~~continue~~remain tofocused ~~opportunistically~~on ~~sell~~our orlong-term ~~recapitalize~~strategy ~~assets~~and asintend ~~well~~to ascontinue ~~land~~seeking ~~sites~~new ~~where~~investments athat ~~ground~~offer ~~lease or joint venture execution may represent~~ the most ~~attractive~~accretive ~~path~~returns toand ~~maximizing~~that ~~value.~~align ~~Successful~~with ~~execution of~~ our ~~capital allocation~~ strategy ~~enables~~and uscompetitive toadvantages. ~~source~~We ~~capital~~anticipate atthat ~~NAV~~new ~~from~~investments ~~the~~will ~~disposition~~primarily ofbe ~~assets~~financed ~~generating~~through ~~low~~asset ~~cash~~recycling, ~~yields~~either ~~and~~in ~~invest~~advance ~~those~~or ~~proceeds~~retrospectively. inThese new ~~acquisitions~~investments ~~with~~may ~~higher~~include ~~cash~~share ~~yields~~repurchases and ~~growth,~~other ~~development~~opportunistic ~~projects~~investments ~~with~~in ~~significant~~partnership ~~yield~~with ~~spreads~~third-party ~~and profit potential, and share repurchases~~capital. ~~Consequently,~~The atlatter ~~any~~may ~~given~~allow ~~time,~~us ~~we expect~~ to becapitalize inon ~~various~~distressed ~~stages~~pricing ofin ~~discussions~~the ~~and~~office ~~negotiations with potential buyers~~market, ~~real~~to ~~estate~~monetize ~~venture~~our ~~partners~~land bank, ~~ground lessors~~ and ~~other counterparties with respect~~ to ~~sales,~~generate ~~joint~~additional ~~ventures~~fee and~~/or~~ ~~ground~~carried ~~leases~~interest ~~for certain of our assets, including portfolios thereof~~revenue. ~~These~~We ~~discussions~~intend ~~and~~to ~~negotiations~~continue ~~may or may not lead~~ to ~~definitive~~opportunistically ~~documentation~~sell or ~~closed~~recapitalize ~~transactions.~~assets ~~While~~(which ~~current~~may ~~market~~be ~~conditions have significantly slowed down the pace of asset sales~~multifamily, wecommercial ~~anticipate~~and/or ~~redeploying~~retail ~~the~~assets) ~~proceeds~~as ~~from~~well ~~any~~as ~~sales~~land ~~will~~sites ~~not~~where ~~only~~a ~~help~~ground ~~fund~~lease ~~our~~or ~~planned~~joint ~~growth~~venture ~~but~~execution ~~will~~may ~~also further advance the strategic shift of our portfolio to majority multifamily.~~

Our in-service multifamily portfolio, which refers to operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of September 30, 2024, was 95.7% occupied as of September 30, 2024, an increase of 140 basis points as compared to June 30, 2024. During the third quarter of 2024, we increased effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, by 4.5% for new leases and 6.1% upon renewal while achieving a 60.0% renewal rate across our portfolio. Our recently delivered assets, The Grace and Reva, began leasing in January 2024 with move-ins commencing in February 2024 and delivery of all remaining units in the second quarter of 2024, with 64.7% and 56.8% leased as of September 30, 2024. We continue to advance our under-construction multifamily asset in National Landing, 2000/2001 South Bell Street (Valen and The Zoe), with 775 units 28

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~~expected~~represent the most attractive path to ~~deliver~~maximizing invalue. In a climate where office valuations are near cyclical lows with limited liquidity, the ~~third~~most ~~quarter~~efficiently priced source of ~~2025.~~capital Wewill ~~expect~~likely come from our multifamily assets. To that ~~interest~~end, ~~expense~~we are currently marketing for sale select multifamily and land assets in both Washington, D.C. and Northern Virginia. Recycling these assets will ~~increase~~also further advance our strategy to concentrate our portfolio in National Landing. As long as we ~~deliver~~believe our ~~under-construction~~share ~~assets~~price does not reflect the underlying, intrinsic value of our business, as we do now, we expect to continue repurchasing shares through our share repurchase plan (which had a capacity of $684.1 million as of March 31, 2025) and ~~cease~~to ~~capitalizing~~fund ~~interest~~such onrepurchases ~~those~~through ~~assets~~such asset sales or recapitalizations.

Our ~~office~~in-service ~~portfolio~~multifamily ~~occupancy as of September 30~~portfolio, ~~2024~~ ofwhich ~~79.1%~~refers ~~decreased by 150 basis points as compared~~ to ~~June~~operating ~~30,~~assets ~~2024.~~that ~~Although~~are ~~the~~at ~~office~~or ~~market~~above ~~continues~~90% toleased ~~experience~~or ~~headwinds with companies continuing to challenge their space needs, we~~ have ~~seen~~been ~~some~~operating ~~favorable~~and ~~trends~~collecting inrent ~~leasing~~for ~~activity~~more ~~and~~than ~~companies~~12 months ~~asking~~as ~~employees~~of toMarch 31, 2025, ~~return~~was ~~to the office~~94.3% Weoccupied ~~anticipate~~as ~~approximately~~of ~~475~~March 31,~~000~~ 2025, ~~square~~a ~~feet~~decrease ~~(approximately $21.5 million~~ of ~~annualized~~50 ~~rent)~~basis ~~will~~points beas ~~vacated~~compared into ~~National~~December ~~Landing~~31, ~~of which approximately two thirds will occur in the fourth quarter of~~ 2024. ~~and~~During the ~~remainder in the~~ first ~~half~~quarter of 2025., ~~Our~~we ~~efforts~~increased toeffective ~~re-lease~~rents, ~~certain~~which ~~spaces~~represent ~~will~~the beaverage ~~targeted~~change ~~toward~~in ~~buildings~~rental ~~with~~rates ~~long-term~~versus ~~viability~~expiring ~~where~~rental werates ~~can~~net ~~concentrate~~of ~~occupancy~~concessions, ~~and~~by we1.5% ~~intend~~for tonew ~~take~~leases ~~some~~and of5.6% ~~our~~upon ~~other~~renewal ~~buildings~~while ~~out~~achieving ofa ~~service~~55.5% Inrenewal ~~addition~~rate toacross ~~1800~~our ~~South~~portfolio. ~~Bell~~Our ~~Street~~recently delivered assets, ~~which~~The weGrace ~~took~~and ~~out~~Reva, ofbegan ~~service~~leasing in ~~the~~January ~~first~~2024 ~~quarter~~with ofmove-ins ~~2024,~~commencing wein ~~took~~February ~~2100~~2024 ~~Crystal~~and ~~Drive~~delivery ~~out~~ of ~~service~~all ~~when~~remaining ~~Amazon~~units ~~vacated~~ in the second quarter of 2024., Wewith ~~are~~74.6% ~~also~~leased ~~phasing~~as ~~2200 Crystal Drive out~~ of ~~service~~March as31, ~~leases expire~~2025. ~~With~~We ~~the~~expect ~~objective~~that ofinterest ~~ultimately~~expense ~~reducing~~will ~~our~~increase ~~competitive~~as ~~office inventory in National Landing,~~ we ~~expect~~deliver toThe ~~repurpose~~Zoe ~~these~~and ~~older,~~Valen ~~obsolete~~ and ~~under-leased~~cease ~~buildings~~capitalizing ~~for~~the ~~redevelopment,~~related ~~conversion to multifamily, hospitality or another specialty use~~interest.

WeOur ~~continue~~office portfolio occupancy was 76.4% as of March 31, 2025, a decrease of 10 basis points as compared to ~~advance~~December 31, 2024. The office market continues to experience headwinds, including an increased focus on the ~~design~~reduction of government spending, which could impact U.S. federal government leasing practices and ~~entitlement~~companies ofdependent ~~our~~on 11the federal government with many deals paused as tenants wait for more certainty regarding federal government staffing and spending changes.4 ~~million~~Our ~~square~~efforts ~~feet~~to (9re-lease certain spaces will be targeted toward buildings with long-term viability where we can concentrate occupancy.3 ~~million~~We took approximately 618,000 office square feet out of service in 2024 at ~~our~~1800 ~~share)~~South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive. Additionally, during the first quarter of ~~estimated~~2025, ~~potential~~we ~~development~~took ~~density~~197,124 insquare ~~our~~feet ~~development~~out ~~pipeline~~of service at 1901 South Bell Street, a commercial asset, and ~~intend~~expect to ~~look~~take tothe ~~source~~remainder ~~joint~~of ~~venture~~the ~~capital~~asset out of service as atenants ~~means~~vacate. With the objective of ~~funding~~ultimately ~~these~~reducing ~~developments~~our ascompetitive office inventory in National Landing, we expect to help foster a healthier long-term office market ~~conditions~~while ~~permit.~~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 continue to advance the design and entitlement of our 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density in our development pipeline and intend to look to source joint venture capital as a means of funding these developments as market conditions permit.

Operating Results

Key highlights for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 included:

● net loss attributable to common shareholders of $2745.07 million, or $0.3256 per diluted common share, for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $5832.03 million, or $0.5836 per diluted common share, for the three months ended ~~September~~March 3031, ~~2023. Net loss attributable to common shareholders of $83.6 million, or $0.95 per diluted common share, for the nine months ended September 30,~~ 2024 ~~compared to $47.4 million, or $0.45 per diluted common share, for the nine months ended September 30, 2023~~;

● third-party real estate services revenue, including reimbursements, of $1714.19 million and $5217.39 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 and ~~$23.9 million and $69.6 million for the three and nine months ended September 30, 2023~~2024;

● in-service operating multifamily portfolio leased and occupied percentages (1) at our share of 9795.07% and 9594.73% as of ~~September~~March 3031, ~~2024~~2025 as compared to 96.92% and 94.38% as of ~~June~~December 3031, 2024, and 9695.9% and 9594.63% as of ~~September~~March 3031, ~~2023~~2024;

● operating commercial portfolio leased and occupied percentages at our share of 8078.73% and 7976.14% as of ~~September~~March 3031, ~~2024~~2025 compared to 8278.36% and 8076.65% as of ~~June~~December 3031, 2024, and 8584.6% and 8483.41% as of ~~September~~March 3031, ~~2023~~2024;

● the leasing of ~~150~~71,000 square feet at our share, at an initial rent (2) of $4752.1243 per square foot and a GAAP-basis weighted average rent per square foot (3) of $4752.5027 for the three months ended ~~September~~March 3031, 2024, and the leasing of 496,000 square feet at our share, at an initial rent (2) of $46.53 per square foot and a GAAP-basis weighted average rent per square foot (3) of $46.95 for the nine months ended September 30, 20242025; and

● ana ~~increase~~decrease in same store (4) net operating income ("NOI") of 05.5% to $6863.61 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $6866.38 million for the three months ended ~~September~~March 3031, ~~2023, and an increase in same store (4) NOI of 4.2% to $211.6 million for the nine months ended September 30,~~ 2024 ~~compared to $203~~.~~1 million for the nine months ended September 30, 2023.~~

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

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

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

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

32Additionally, investing and financing activity during the three months ended March 31, 2025 included:

~~Table~~● the sale of ~~Contents~~8001 Woodmont. See Note 3 to the financial statements for additional information;

~~Additionally,~~● ~~investing~~the ~~and~~refinancing ~~financing~~of ~~activity~~the ~~during~~RiverHouse Apartments mortgage loan. See Note 7 to the ~~nine~~financial ~~months~~statements ~~ended~~for ~~September 30, 2024~~additional ~~included:~~information;

● the ~~sale~~net borrowing of ~~North End Retail and Fort Totten Square~~$77.0 ~~See~~million ~~Note~~under 3our torevolving ~~the~~credit ~~financial statements for additional information~~facility;

● the ~~sale~~payment of ~~Central~~dividends ~~Place~~totaling ~~Tower by one of our unconsolidated real estate ventures~~$14.8 ~~See~~million ~~Note~~and 4distributions to ~~the~~redeemable ~~financial~~noncontrolling ~~statements~~interests ~~for~~of ~~additional~~$2.8 ~~information~~million;

● the ~~net~~repurchase ~~borrowing~~and retirement of ~~$28~~12.02 million ~~under~~of our ~~revolving~~common ~~credit~~shares ~~facility~~for $187.5 million, a weighted average purchase price per share of $15.43; and

● the ~~repayment~~investment of ~~the~~ $8329.31 million ~~mortgage~~in ~~loan~~development ~~collateralized by 201 12th Street S.~~costs, ~~200~~construction ~~12th~~in ~~Street~~progress ~~S.,~~ and ~~251~~real ~~18th~~estate ~~Street S~~additions.;

●Activity ~~the~~subsequent ~~one-year extension of the maturity date of the Tranche A-1 Term Loan~~ to ~~January~~March 31, 2025 ~~2026;~~included:

● the ~~payment~~declaration of ~~dividends~~a ~~totaling~~quarterly dividend of $470.2175 ~~million~~per ~~and~~common ~~distributions~~share, payable on May 22, 2025 to ~~redeemable~~shareholders ~~noncontrolling~~of ~~interests~~record as of $May 8.7, ~~million;~~2025.

● the repurchase and retirement of 10.8 million of our common shares for $168.3 million, a weighted average purchase price per share of $15.61; and

● the investment of $172.1 million in development costs, construction in progress and real estate additions.

Activity subsequent to September 30, 2024 included:

● the declaration of a quarterly dividend of $0.175 per common share, payable on November 22, 2024 to shareholders of record as of November 7, 2024.

Critical Accounting Estimates

Our Annual Report contains a description of our critical accounting estimates, including asset acquisitions, real estate, investments in real estate ventures and revenue recognition. There have been no significant changes to our policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

Recent Accounting Pronouncements

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

Results of Operations

During the ~~nine~~three months ended ~~September~~March 3031, 2025, we sold 8001 Woodmont. In 2024, we sold North End Retail, ~~and~~ Fort Totten Square and 2101 L Street. InWe ~~2023,~~collectively werefer ~~sold~~to anthese ~~80.0%~~assets ~~interest~~as the "Disposed Properties" in ~~4747~~the ~~Bethesda~~discussion ~~Avenue~~below. toIn an2024, ~~unconsolidated~~we ~~real~~took ~~estate~~1800 ~~venture~~South Bell Street, 2100 Crystal Drive and we2200 ~~sold~~Crystal ~~Falkland~~Drive ~~Chase-South~~out &of ~~West~~service, and ~~Falkland~~during ~~Chase-North~~the ~~("Falkland~~first ~~Chase"),~~quarter 5of M2025, ~~Street~~we ~~Southwest~~took 197,124 ~~Crystal~~square ~~City~~feet ~~Marriott~~out ~~and~~of ~~Capital~~service ~~Point-North-75~~at ~~New~~1901 ~~York~~South ~~Avenue~~Bell Street. WeIn ~~collectively~~2024, ~~refer~~we tobegan ~~these~~leasing ~~assets~~The asGrace ~~the~~and ~~"Disposed~~Reva, ~~Properties"~~and inwe ~~the~~began ~~discussion~~leasing ~~below.~~The ~~Additionally~~Zoe, ~~during~~one of the ~~first~~two ~~quarter~~multifamily oftowers ~~2024,~~at we2000/2001 ~~began~~South ~~leasing~~Bell ~~The~~Street, ~~Grace~~during ~~and~~the ~~Reva~~first quarter of 2025.

3330

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Comparison of the Three Months Ended ~~September~~March 3031, ~~2024~~2025 to ~~2023~~2024

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same period in ~~2023~~2024:


		Three Months Ended ~~September~~March 3031,
		~~2024~~2025		~~2023~~2024		% Change
	(Dollars in thousands)	~~(Dollars in thousands)~~
Property rental revenue		$	~~113~~101,~~349~~499	$	~~120~~122,~~294~~636	(517.82)	%
Third-party real estate services revenue, including reimbursements			1714,~~061~~914		2317,~~942~~868	(2816.75)	%
Depreciation and amortization expense			5047,~~050~~587		5056,~~265~~855	(016.43)	%
Property operating expense			3933,~~258~~437		3735,~~588~~279	4(5.42)	%
Real estate taxes expense			1112,~~812~~172		1413,~~413~~795	(1811.08)	%
General and administrative expense:
Corporate and other			1115,~~881~~557		1114,~~246~~973	53.69	%
Third-party real estate services			16,~~088~~071		2122,~~405~~327	(2428.80)	%
Interest expense			35,~~267~~200		2730,~~903~~160	2616.47	%
Gain (loss) on the sale of real estate, net			(5,352)		906	(690.7)	%
Loss on the extinguishment of debt			4,636		—	*
Impairment loss			—8,483		5917,~~307~~211	(~~100~~50.07)	%

* Not meaningful.

Property rental revenue decreased by approximately $621.91 million, or 517.82%, to $~~113~~101.35 million in ~~2024~~2025 from $~~120~~122.36 million in ~~2023~~2024. The decrease was primarily due to a $925.80 million decrease in revenue from our commercial assets, partially offset by a $23.20 million increase in revenue from our multifamily assets ~~and a $697,000 increase in other revenue~~. The decrease in revenue from our commercial assets was primarily due to a $9.4 million decrease in lease termination revenue, a $4.64 million decrease related to ~~1800~~the ~~South~~commercial ~~Bell~~Disposed ~~Street~~Properties, ~~and~~a $4.0 million decrease related to 2100 Crystal Drive and 2200 Crystal Drive, which were taken out of service ~~during~~in 2024, ~~a $1.8 million decrease related to the Disposed Properties~~ and lower occupancy across the portfolio. The increase in revenue from our multifamily assets was primarily due to a $35.6 million increase related to the continued lease up of The Grace and Reva, and higher rents ~~and lower concessions~~ across the portfolio, partially offset by a $24.72 million decrease related to the multifamily Disposed Properties.

Third-party real estate services revenue, including reimbursements, decreased by approximately $63.90 million, or 2816.75%, to $1714.19 million in ~~2024~~2025 from $2317.9 million in ~~2023~~2024. The decrease was primarily due to a $41.04 million decrease in ~~development~~reimbursement ~~fees related to the timing of development projects~~revenue, aan $~~2.3~~824,000 ~~million~~ decrease in ~~reimbursement~~property ~~revenue~~management fees and ana $~~845~~481,000 decrease in ~~property~~leasing ~~management~~ fees.

Depreciation and amortization expense decreased by approximately $~~215~~9.3 million,~~000,~~ or 016.43%, to $5047.16 million in ~~2024~~2025 from $5056.39 million in ~~2023~~2024. The decrease was primarily due to ~~(i)~~an a $28.24 million decrease related to ~~1800~~2100 ~~South~~Crystal ~~Bell~~Drive ~~Street,~~and ~~which~~Crystal ~~was~~Drive ~~taken~~Retail ~~out~~due ofto ~~service during~~ the ~~first~~acceleration ~~quarter~~of depreciation of certain assets in 2024, ~~(ii)~~and a $14.65 million decrease related to ~~the~~ Disposed Properties. ~~and~~The ~~(iii)~~decrease ain ~~$1.6~~depreciation ~~million~~and ~~decrease~~amortization ~~related~~expense towas ~~800~~partially ~~North~~offset ~~Glebe~~by ~~Road~~a ~~and~~$4.0 ~~2011~~million ~~Crystal~~increase ~~Drive~~related ~~due~~ to ~~the~~The ~~disposal~~Grace ofand ~~assets~~Reva, ~~for~~which ~~tenant~~we ~~terminations~~began inleasing during the first quarter of 2024., ~~The decrease in depreciation~~ and ~~amortization~~2000/2001 ~~expense~~South ~~was~~Bell ~~partially~~Street, ~~offset~~which bywe ~~(iv)~~began aleasing ~~$4.6~~during ~~million~~the ~~increase~~first ~~related~~quarter toof ~~The Grace and Reva~~2025.

Property operating expense ~~increased~~decreased by approximately $1.78 million, or 45.42%, to $3933.34 million in ~~2024~~2025 from $3735.63 million in ~~2023~~2024. The ~~increase~~decrease was primarily due to a $1.15 million ~~increase~~decrease in property operating expense from our ~~multifamily~~commercial assets and a $~~907,000~~1.3 ~~increase~~million decrease in other property operating expense, partially offset by a $~~308,000~~1.0 ~~decrease~~million increase in property operating expense from our ~~commercial~~multifamily assets. The ~~increase~~decrease in property operating expense from our ~~multifamily~~commercial assets was primarily due to a $1.83 million ~~increase related to The Grace and Reva and higher operating expenses due to higher compensation expenses across the portfolio, partially offset by a $966,000~~ decrease related to the commercial Disposed Properties. The ~~increase~~decrease in other property operating expense was primarily due to a $1.26 million ~~increase~~decrease in insurance claims covered by our captive insurance subsidiary. The ~~decrease~~increase in property operating expense from our ~~commercial~~multifamily assets was primarily due to a $~~711,000~~1.1 ~~decrease~~million increase related to ~~1800~~The ~~South~~Grace ~~Bell~~and ~~Street~~Reva and ~~2100~~2000/2001 ~~Crystal~~South ~~Drive~~Bell, ~~which~~and ~~were~~higher ~~taken~~operating ~~out~~expenses ofprimarily ~~service during 2024, a $642,000 decrease~~ related to ~~the~~onsite ~~Disposed~~personnel ~~Properties~~ and ~~lower operating expenses due to lower occupancy across the portfolio~~utilities, partially offset by a $1.14 million ~~increase~~decrease ~~in expenses~~ related to ~~1550 Crystal Drive due to~~ the ~~phasing~~multifamily inDisposed ~~of Water Park~~Properties.

34Real estate taxes expense decreased by approximately $1.6 million, or 11.8%, to $12.2 million in 2025 from $13.8 million in 2024. The decrease was primarily due to a $1.5 million decrease related to the Disposed Properties.

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~~Real~~General ~~estate~~and ~~taxes~~administrative expense: ~~decreased~~corporate and other increased by approximately $~~2.6 million~~584,000, or 183.09%, to $1115.86 million in ~~2024~~2025 from $1415.40 million in ~~2023~~2024. The ~~decrease~~increase was primarily due to ~~(i)~~an aincrease ~~$1.6~~in ~~million~~professional ~~real~~fees ~~estate tax refund as a result of successful appeals related to 2101 L Street, (ii) a $570,000 decrease related to the Disposed Properties~~ and ~~(iii)~~other ~~lower~~overhead ~~assessments across the portfolio~~expenses, partially offset by ~~(iv)~~lower ancompensation ~~$836,000 increase related to The Grace and Reva~~expenses.

General and administrative expense: ~~corporate~~third-party ~~and~~real ~~other~~estate ~~increased~~services decreased by approximately $~~635~~6.3 million,~~000,~~ or 528.60%, to $1116.91 million in ~~2024~~2025 from $1122.23 million in ~~2023~~2024. The ~~increase~~decrease was primarily due to ~~higher~~lower compensation expenses, ~~partially~~and ~~offset~~lower bythird-party anreimbursable ~~increase in capitalized payroll~~expenses.

~~General~~Interest ~~and administrative~~ expense: ~~third-party~~increased ~~real estate services decreased~~ by approximately $5.30 million, or 2416.87%, to $1635.12 million in ~~2024~~2025 from $2130.42 million in ~~2023~~2024. The ~~decrease~~increase was primarily due to ~~lower~~(i) ~~compensation~~a ~~expenses~~$3.5 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (ii) a $2.5 million increase due to the expiration of interest rate swaps related to the RiverHouse Apartments mortgage loan, which was refinanced in March 2025 with a fixed interest rate mortgage loan, (iii) a $2.2 million decrease in capitalized interest as we placed The Grace and Reva into service and began placing 2000/2001 South Bell Street into service, and (iv) a $1.7 million increase in outstanding debt related to draws on the mortgage loan related to 2000/2001 South Bell Street. The increase in interest expense was partially offset by (v) a $1.8 million decrease related to the Disposed Properties, (vi) a $1.6 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, and (vii) a $1.6 million decrease related to lower ~~third-party~~rates ~~reimbursable~~on ~~expenses~~variable rate mortgage loans.

~~Interest~~Loss ~~expense~~on ~~increased~~the byextinguishment ~~approximately~~of ~~$7.4~~debt ~~million,~~of ~~or 26.4%, to~~ $354.36 million in ~~2024~~2025 ~~from $27.9 million in 2023. The increase in interest expense~~ was ~~primarily~~ due to ~~(i)~~the arefinancing ~~$5.1~~of ~~million~~the ~~net~~RiverHouse ~~increase~~Apartments due to higher outstanding debt, (ii) a $3.3 million decrease in capitalized interest as we placed The Grace and Reva into service and (iii) an $823,000 increase related to rising interest rates on variable rate mortgage ~~loans~~loan. ~~The increase in interest expense was partially offset by (iv) a $1.7 million decrease related to the mark-to-market associated with our non-designated derivatives primarily due to their maturity.~~

~~Loss~~Impairment onloss ~~the sale~~ of ~~real~~$8.5 ~~estate~~million ofand $517.42 million in 2025 and 2024 ~~was~~were ~~due~~related to ~~the~~a ~~sale~~development ~~of Fort Totten Square. Gain on the sale of real estate of $906~~parcel,~~000~~ inwhich ~~2023~~ was ~~primarily~~written ~~due~~down to ~~the~~its ~~sale~~estimated offair ~~Falkland Chase~~value.

~~Impairment~~Funds ~~loss~~from ofOperations ~~$59.3 million in 2023 was related to 2101 L Street, 2100 Crystal Drive and a development parcel, which were written down to their estimated fair value.~~("FFO")

Comparison of the Nine Months Ended September 30, 2024 to 2023

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the nine months ended September 30, 2024 compared to the same period in 2023:


		Nine Months Ended September 30,
		2024		2023		% Change
	(Dollars in thousands)
Property rental revenue		$	348,521	$	364,919	(4.5)	%
Third-party real estate services revenue, including reimbursements			52,326		69,588	(24.8)	%
Depreciation and amortization expense			158,211		152,914	3.5	%
Property operating expense			110,791		109,112	1.5	%
Real estate taxes expense			40,006		44,061	(9.2)	%
General and administrative expense:
Corporate and other			43,855		42,462	3.3	%
Third-party real estate services			57,065		67,333	(15.2)	%
Interest expense			97,400		80,580	20.9	%
Gain (loss) on the sale of real estate, net			(5,066)		41,606	(112.2)	%
Impairment loss			18,236		59,307	(69.3)	%

Property rental revenue decreased by approximately $16.4 million, or 4.5%, to $348.5 million in 2024 from $364.9 million in 2023. The decrease was primarily due to a $32.8 million decrease in revenue from our commercial assets, partially offset by an $11.9 million increase in other revenue and a $4.5 million increase in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $10.7 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, an $8.4 million decrease related to the Disposed Properties and lower occupancy across the portfolio. The increase in other revenue was primarily due to $10.4 million in lease termination revenue. The increase in revenue from our multifamily assets was primarily due to a $4.9 million increase related to The Grace and Reva, and higher rents and lower concessions across the portfolio, partially offset by an $8.1 million decrease related to the Disposed Properties.

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Third-party real estate services revenue, including reimbursements, decreased by approximately $17.3 million, or 24.8%, to $52.3 million in 2024 from $69.6 million in 2023. The decrease was primarily due to an $8.1 million decrease in development fees related to the timing of development projects, a $6.0 million decrease in reimbursement revenue and a $2.6 million decrease in property management fees.

Depreciation and amortization expense increased by approximately $5.3 million, or 3.5%, to $158.2 million in 2024 from $152.9 million in 2023. The increase was primarily due to (i) an $11.1 million increase related to The Grace and Reva, (ii) a $6.9 million increase related to 2100 Crystal Drive due to the acceleration of depreciation of certain assets as the building was taken out of service in the second quarter of 2024, (iii) a $2.7 million increase related to various National Landing assets primarily due to placing Water Park and Surreal into service and (iv) a $2.1 million increase related to Crystal City Shops at 2100 due to the acceleration of depreciation. The increase in depreciation and amortization expense was partially offset by (v) a $6.5 million decrease related to the Disposed Properties, (vi) a $6.5 million decrease related to 1800 South Bell Street, which was taken out of service during the first quarter of 2024 and (vii) a $3.3 million decrease related to 8001 Woodmont due to the amortization of acquired in-place lease intangibles in 2023.

Property operating expense increased by approximately $1.7 million, or 1.5%, to $110.8 million in 2024 to $109.1 million in 2023. The increase was primarily due to a $3.4 million increase in other property operating expense and a $1.5 million increase in property operating expense from our multifamily assets, partially offset by a $3.3 million decrease in property operating expense from our commercial assets. The increase in other property operating expense was primarily due to a $3.0 million increase in insurance claims covered by our captive insurance subsidiary. The increase in property operating expense from our multifamily assets was primarily due to a $3.8 million increase related to The Grace and Reva, and higher operating expenses due to higher compensation expenses across the portfolio, partially offset by a $2.3 million decrease related to the Disposed Properties. The decrease in property operating expense from our commercial assets was primarily due to a $2.5 million decrease related to the Disposed Properties, a $1.9 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, and lower operating expenses due to lower repair and maintenance expenses and marketing expenses across the portfolio, partially offset by a $2.4 million increase in expenses related to 1550 Crystal Drive due to the phasing in of Water Park.

Real estate taxes expense decreased by approximately $4.1 million, or 9.2%, to $40.0 million in 2024 from $44.1 million in 2023. The decrease was primarily due to (i) a $2.3 million decrease related to the Disposed Properties, (ii) a $1.6 million real estate tax refund as a result of successful appeals related to 2101 L Street and (iii) lower assessments across the portfolio, partially offset by (iv) a $2.2 million increase related to The Grace and Reva.

General and administrative expense: corporate and other increased by approximately $1.4 million, or 3.3%, to $43.9 million in 2024 from $42.5 million in 2023. The increase was primarily due to a decrease in capitalized payroll and higher compensation expenses.

General and administrative expense: third-party real estate services decreased by approximately $10.3 million, or 15.2%, to $57.1 million in 2024 from $67.3 million in 2023. The decrease was primarily due to lower third-party reimbursable expenses and lower compensation expenses.

Interest expense increased by approximately $16.8 million, or 20.9%, to $97.4 million in 2024 from $80.6 million in 2023. The increase in interest expense was primarily due to (i) a $17.0 million net increase due to higher outstanding debt, (ii) a $6.8 million increase related to rising interest rates on variable rate mortgage loans and (iii) a $6.7 million decrease in capitalized interest as we placed The Grace and Reva into service. The increase in interest expense was partially offset by (iv) a $7.3 million decrease related to the mark-to-market associated with our non-designated derivatives primarily due to their maturity, (v) a $4.9 million decrease related to mortgage loans collateralized by 800 North Glebe Road, 2121 Crystal Drive, Falkland Chase, 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2023 and 2024, and (vi) a $2.1 million decrease related to the Disposed Properties, excluding Falkland Chase.

Loss on the sale of real estate of $5.1 million in 2024 was primarily due to the sale of North End Retail and Fort Totten Square, partially offset by the recognition of previously recorded contingent liabilities, which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. Gain on the sale of real estate of $41.6 million in 2023 was primarily due to the sale of 4747 Bethesda Avenue and Falkland Chase.

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Impairment loss of $18.2 million in 2024 was related to two development parcels, which were written down to their estimated fair value. Impairment loss of $59.3 million in 2023 was related to 2101 L Street, 2100 Crystal Drive and a development parcel, 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 the National Association of Real Estate Investment Trusts ("Nareit") in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains (losses) from the sale of certain real estate assets, gains (losses) from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

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

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


	Three Months Ended March 31,	~~Three Months Ended September 30,~~					~~Nine Months Ended September 30,~~
	2025	~~2024~~		2024	~~2023~~		~~2024~~		~~2023~~
	(In thousands)	~~(In thousands)~~
Net loss attributable to common shareholders	$	$(45,720)	~~(26,980)~~	$	$(32,276)	~~(58,007)~~	$	~~(83,629)~~	$	~~(47,381)~~
Net loss attributable to redeemable noncontrolling interests		(7,978)	~~(4,365)~~		(4,534)	~~(7,926)~~		~~(12,353)~~		~~(5,961)~~
Net income (loss) attributable to noncontrolling interests			36			(168)		(10,931)		(703)
Net loss attributable to noncontrolling interests		—			(5,380)
Net loss		(53,698)	~~(31,309)~~		(42,190)	~~(66,101)~~		~~(106,913)~~		~~(54,045)~~
(Gain) loss on the sale of real estate, net of tax			5,352			(906)		3,854		(41,606)
Gain on the sale of real estate, net of tax		(537)			(1,409)
Gain on the sale of unconsolidated real estate assets		—	—		(480)	~~(641)~~		~~(480)~~		~~(641)~~
Real estate depreciation and amortization		45,961	~~48,385~~		55,187	~~48,568~~		~~153,203~~		~~147,681~~
Real estate impairment loss			—			59,307		—		59,307
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures		779			1,491
Impairment related to unconsolidated real estate ventures (1)			—			3,319		—		3,319
FFO attributable to common limited partnership units ("OP Units")		(7,495)			12,599
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures			796			2,984		3,086		8,855
FFO attributable to redeemable noncontrolling interests		1,265			(1,921)
FFO attributable to noncontrolling interests			—			168		—		703
FFO attributable to common shareholders	$	(6,230)		$	10,678
FFO attributable to common limited partnership units ("OP Units")			23,224			46,698		52,750		123,573
FFO attributable to redeemable noncontrolling interests			(3,725)			(6,600)		(8,238)		(17,050)
FFO attributable to common shareholders		$	19,499		$	40,098	$	44,512	$	106,523

(1) Related to decreases in the value of the underlying real estate assets.

NOI and Same Store NOI

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

37Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended March 31, 2025, our same store pool decreased to 35 properties from 36 properties due to the sale of 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.

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~~items~~Same ~~that~~store ~~are~~NOI ~~incurred~~decreased at$3.7 ~~the asset level~~million, ~~excluding~~or ~~non-cash items~~5. ~~In addition~~5%, ~~NOI is considered by many in the real estate industry~~ to be$63.1 amillion ~~useful starting point~~ for ~~determining~~ the ~~value~~three ofmonths aended ~~real estate asset or group of assets. However~~March 31, 2025 ~~because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result~~ from ~~use~~$66.8 ormillion ~~market~~for ~~conditions, nor~~ the ~~level~~same ofperiod ~~capital~~in ~~expenditures~~2024.The ~~and~~decrease ~~capitalized~~was ~~leasing~~substantially ~~commissions~~attributable ~~necessary~~ to ~~maintain~~(i) ~~the~~lower ~~operating~~occupancy ~~performance of our assets, all of which have real economic effect~~ and ~~could~~higher ~~materially~~utilities ~~impact the financial performance of our assets~~expense, ~~the~~partially ~~utility~~offset ~~of NOI as a measure of the operating performance of our assets is limited. NOI presented~~ by uslower ~~may~~real ~~not~~estate betaxes ~~comparable to NOI reported by other REITs that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined~~ in ~~conjunction with net income (loss) attributable to common shareholders as presented in~~ our ~~financial~~commercial ~~statements.~~portfolio ~~NOI~~and ~~should not be considered as an alternative to net income~~ (~~loss~~ii) ~~attributable~~higher tooperating ~~common~~expenses, ~~shareholders~~offset asby anhigher ~~indication~~rents ofin our ~~performance~~multifamily ~~or to cash flows as a measure of liquidity or our ability to make distributions~~portfolio.

~~Information~~The ~~provided~~following onis ~~a same store basis includes~~ the ~~results~~reconciliation of ~~properties~~net ~~that~~loss ~~are~~attributable owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended September 30, 2024, our same store pool decreased to 39common ~~properties~~shareholders ~~from 40 properties due~~ to ~~the~~NOI ~~sale~~at ~~of Fort Totten Square. During the nine months ended September 30, 2024,~~ our ~~same~~share ~~store pool decreased to 39 properties from 42 properties due to (i) the sale of North End Retail, Fort Totten Square~~ and Central Place Tower, (ii) the exclusion of 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service, and (iii) the inclusion of 8001 Woodmont and 1831/1861 Wiehle Avenue as they were in service for the entirety of the comparable periods. While there is judgment surrounding changes in designations, a property is removed from the same store ~~pool~~NOI ~~when~~at ~~the~~our ~~property~~share. isTo ~~considered~~conform to ~~be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in~~ the ~~market~~current ~~and~~period ~~such~~presentation, ~~renovation~~we ~~or repositioning is expected to~~ have aincluded ~~significant~~certain ~~impact~~other on property ~~NOI.~~revenue Ain ~~development property or under-construction property is moved to~~ the ~~same~~calculation ~~store pool once a substantial portion~~ of ~~the~~NOI ~~growth~~for ~~expected from~~ the ~~development~~three ormonths ~~redevelopment~~ended ~~is reflected in both the current and comparable prior~~March ~~year~~31, 2024 ~~period.~~to ~~Acquisitions~~align ~~are~~with ~~moved~~our ~~into~~internal ~~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~~reporting.

Same store NOI increased $331,000, or 0.5%, to $68.6 million for the three months ended September 30, 2024 from $68.3 million for the same period in 2023. The increase for the three months ended September 30, 2024 was substantially attributable to (i) higher rents and occupancy and lower concessions, partially offset by higher operating expenses in our multifamily portfolio, and (ii) lower occupancy and recovery revenue in our commercial portfolio, partially offset by lower real estate taxes. Same store NOI increased $8.5 million, or 4.2%, to $211.6 million for the nine months ended September 30, 2024 from $203.1 million for the same period in 2023. The increase for the nine months ended September 30, 2024 was substantially attributable to (i) higher rents and occupancy and lower concessions, partially offset by higher operating expenses in our multifamily portfolio, and (ii) lower real estate taxes and non-reimbursable operating expenses, partially offset by lower occupancy in our commercial portfolio.


	Three Months Ended March 31,
	2025		2024

	(Dollars in thousands)
Net loss attributable to common shareholders	$	(45,720)	$	(32,276)
Net loss attributable to redeemable noncontrolling interests		(7,978)		(4,534)
Net loss attributable to noncontrolling interests		—		(5,380)
Net loss		(53,698)		(42,190)
Add:
Depreciation and amortization expense		47,587		56,855
General and administrative expense:
Corporate and other		15,557		14,973
Third-party real estate services		16,071		22,327
Transaction and other costs		1,911		1,514
Interest expense		35,200		30,160
Loss on the extinguishment of debt		4,636		—
Impairment loss		8,483		17,211
Income tax benefit		(200)		(1,468)
Less:
Third-party real estate services, including reimbursements revenue		14,914		17,868
Income (loss) from unconsolidated real estate ventures, net		(592)		975
Interest and other income, net		525		2,100
Gain on the sale of real estate, net		537		197
Adjustments:
NOI attributable to unconsolidated real estate ventures at our share		990		3,046
Non-cash rent adjustments ⁽¹⁾		2,439		(1,430)
Other adjustments ⁽²⁾		1,693		(6,023)
Total adjustments		5,122		(4,407)
NOI at our share		65,285		73,835
Less: out-of-service NOI loss ⁽³⁾ ⁽⁴⁾		(2,237)		(3,032)
Operating Portfolio NOI ⁽⁴⁾		67,522		76,867
Non-same store NOI ^{(4) (5)}		4,445		10,092
Same store NOI ^{(4) (6)}	$	63,077	$	66,775

Change in same store NOI		(5.5%)
Number of properties in same store pool		35

38(1) Adjustment to exclude deferred rent, above/below market lease amortization and lease incentive amortization.

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

~~The~~(3) ~~following~~Includes is the ~~reconciliation~~results of ~~net~~our ~~loss~~under-construction ~~attributable~~asset toand ~~common~~assets ~~shareholders~~in tothe ~~NOI~~development ~~and same store NOI:~~pipeline.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in thousands)
Net loss attributable to common shareholders	$	(26,980)	$	(58,007)	$	(83,629)	$	(47,381)
Net loss attributable to redeemable noncontrolling interests		(4,365)		(7,926)		(12,353)		(5,961)
Net income (loss) attributable to noncontrolling interests		36		(168)		(10,931)		(703)
Net loss		(31,309)		(66,101)		(106,913)		(54,045)
Add:
Depreciation and amortization expense		50,050		50,265		158,211		152,914
General and administrative expense:
Corporate and other		11,881		11,246		43,855		42,462
Third-party real estate services		16,088		21,405		57,065		67,333
Share-based compensation related to Formation Transaction and special equity awards		—		46		—		397
Transaction and other costs		667		1,830		3,005		7,794
Interest expense		35,267		27,903		97,400		80,580
(Gain) loss on the extinguishment of debt		(43)		—		(43)		450
Impairment loss		—		59,307		18,236		59,307
Income tax expense (benefit)		831		77		(40)		672
Less:
Third-party real estate services, including reimbursements revenue		17,061		23,942		52,326		69,588
Other revenue		2,827		2,704		16,216		8,276
Income (loss) from unconsolidated real estate ventures, net		(745)		(2,263)		4		(1,320)
Interest and other income, net		4,573		7,774		10,105		14,132
Gain (loss) on the sale of real estate, net		(5,352)		906		(5,066)		41,606
Consolidated NOI		65,068		72,915		197,191		225,582
NOI attributable to unconsolidated real estate ventures at our share		1,292		5,374		5,506		14,977
Non-cash rent adjustments (1)		(3,817)		(5,226)		(7,756)		(19,914)
Other adjustments (2)		5,793		5,803		16,486		17,820
Total adjustments		3,268		5,951		14,236		12,883
NOI		68,336		78,866		211,427		238,465
Less: out-of-service NOI loss (3)		(2,261)		(995)		(7,632)		(2,606)
Operating Portfolio NOI		70,597		79,861		219,059		241,071
Non-same store NOI (4)		2,012		11,607		7,466		37,961
Same store NOI (5)	$	68,585	$	68,254	$	211,593	$	203,110

Change in same store NOI		0.5%				4.2%
Number of properties in same store pool		39				39

(4)	Represents amounts at our share.

(15) ~~Adjustment~~Includes tothe ~~exclude~~results ~~straight~~of properties that were not in-~~line~~service ~~rent,~~for ~~above/below~~the ~~market~~entirety ~~lease~~of ~~amortization~~both periods being compared, including disposed properties, and ~~lease~~properties ~~incentive~~for ~~amortization~~which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

(26) ~~Adjustment~~Includes tothe ~~include~~results ~~other~~of ~~revenue~~the ~~and~~properties ~~payments~~that ~~associated~~are ~~with~~owned, ~~assumed~~operated ~~lease liabilities related to operating properties~~ and toin-service ~~exclude~~for ~~commercial~~the ~~lease~~entirety ~~termination~~of ~~revenue~~both ~~and~~periods ~~related~~being ~~party management fees~~compared.

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

(4) 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.

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

Reportable Segments

WeOur ~~review~~three operating and ~~financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our~~ reportable segments toare ~~be aligned with our method of internal reporting and the way our Chief Executive Officer~~multifamily, ~~who is also our Chief Operating Decision Maker ("CODM")~~commercial, ~~makes~~and ~~key~~third-party ~~operating~~real ~~decisions,~~estate ~~evaluates~~services. ~~financial~~We ~~results,~~measure ~~allocates resources~~ and ~~manages~~evaluate ~~our~~the ~~business.~~performance ~~Accordingly,~~of ~~we aggregate~~ our operating segments, ~~into~~with ~~three~~the ~~reportable~~exception ~~segments~~of ~~(multifamily,~~the ~~commercial, and~~ third-party ~~asset management and~~ real estate services) ~~based~~business, ~~on the economic characteristics and nature of our assets and services.~~

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~~The~~based ~~CODM~~on ~~measures~~NOI ~~and~~at ~~evaluates~~our ~~the~~share, ~~performance~~which ofincludes our ~~operating~~proportionate ~~segments,~~share ~~with the exception~~ of ~~the~~revenue ~~third-party~~and ~~asset~~expenses ~~management~~attributable ~~and~~to real estate ~~services business, based on the NOI of properties within each segment~~ventures.

With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following ~~represents~~is ~~the~~a ~~components~~summary of ~~revenue~~NOI ~~from~~at our ~~third-party~~share ~~asset~~for ~~management~~our multifamily and ~~real~~commercial ~~estate services business~~segments:


	Three Months Ended ~~September~~March 3031, 2025				~~Nine~~Three Months Ended ~~September~~March 3031, 2024
	~~2024~~Multifamily		~~2023~~Commercial		~~2024~~Multifamily		~~2023~~Commercial
	(In thousands, at our share)
Property management fees	$	4,065	$	4,910	$	12,312	$	14,879
Property rental revenue	$	54,602	$	49,757	$	51,731	$	63,346
Asset management fees		1,139		1,155		3,305		3,513
Other property revenue		621		3,736		716		4,092
Development fees		324		4,296		981		9,038
Total property revenue		55,223		53,493		52,447		67,438
Leasing fees		1,001		1,036		3,326		3,648
Property expense:
Construction management fees		343		266		903		909
Real estate taxes		5,571		5,592		5,402		7,989
Other service revenue		1,601		1,399		3,966		4,045
Payroll		3,742		3,007		4,182		3,508
Third-party real estate services revenue, excluding reimbursements		8,473		13,062		24,793		36,032
Utilities		3,918		3,402		3,546		3,669
Reimbursement revenue (1)		8,588		10,880		27,533		33,556
Repairs and maintenance		5,437		4,472		4,363		5,248
Third-party real estate services revenue, including reimbursements		17,061		23,942		52,326		69,588
Other property operating		3,045		4,148		2,367		4,071
Third-party real estate services expenses		16,088		21,405		57,065		67,333
Total property expense		21,713		20,621		19,860		24,485
Third-party real estate services revenue less expenses	$	973	$	2,537	$	(4,739)	$	2,255
NOI from reportable segments	$	33,510	$	32,872	$	32,587	$	42,953

~~(1)~~Comparison ~~Represents reimbursements~~ of ~~expenses~~the ~~incurred~~Three byMonths usEnded ~~on behalf of third parties~~March 31, 2025 ~~including allocated payroll costs and amounts paid~~ to ~~third-party contractors for construction management projects.~~2024

~~See~~Multifamily: ~~discussion~~Property ofrevenue ~~third-party~~increased ~~real~~by ~~estate~~$2.8 ~~services~~million, ~~revenue~~or 5.3%, ~~including~~to ~~reimbursements~~$55.2 million in 2025 from $52.4 million in 2024. NOI increased by $923,000, ~~and~~or ~~third-party~~2.8%, ~~real~~to ~~estate~~$33.5 ~~services~~million ~~expenses~~in ~~for~~2025 ~~the~~from ~~three~~$32.6 million in 2024. The increases in property revenue at our share and ~~nine~~NOI ~~months~~at ~~ended~~our ~~September 30~~share were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, inand higher rents across the ~~preceding~~portfolio, ~~pages under~~partially ~~"Results~~offset ofby ~~Operations~~a decrease related to the multifamily Disposed Properties."

~~Consistent~~Commercial: ~~with~~Property ~~internal~~revenue ~~reporting~~decreased ~~presented~~by to$13.9 ~~our~~million, ~~CODM~~or ~~and our definition of NOI~~20.7%, ~~the~~to ~~third-party~~$53.5 ~~asset~~million ~~management~~in ~~and~~2025 ~~real~~from ~~estate~~$67.4 ~~services~~million ~~operating~~in ~~results~~2024. ~~are~~NOI ~~excluded~~decreased ~~from~~by ~~the~~$10.1 ~~NOI~~million, ~~data~~or ~~below~~23.5%, ~~Property~~to ~~revenue~~$32.9 ismillion ~~calculated~~in as2025 ~~property~~from ~~rental~~$43.0 ~~revenue~~million ~~plus~~in ~~parking revenue~~2024. ~~Property~~The ~~expense~~decreases isin ~~calculated as~~ property ~~operating~~revenue ~~expenses~~at ~~plus~~our ~~real~~share ~~estate~~and ~~taxes. Consolidated~~ NOI isat ~~calculated~~our asshare ~~property~~were ~~revenue~~primarily ~~less~~due ~~property expense. See Note 16~~ to the ~~financial~~commercial ~~statements~~Disposed ~~for~~Properties, ~~the~~properties ~~reconciliation~~taken out of ~~net~~service ~~loss~~and ~~attributable~~lower tooccupancy ~~common~~across ~~shareholders to consolidated NOI for~~ the ~~three and nine months ended September 30, 2024 and 2023~~portfolio.

40With 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 is a summary of our third-party real estate services business at our share:


	Three Months Ended March 31,
	2025		2024

	(In thousands, at our share)
Property management fees	$	3,361	$	4,115
Asset management fees		580		924
Development fees		523		238
Leasing fees		654		1,120
Construction management fees		231		384
Other service revenue		1,035		1,001
Third-party real estate services revenue, excluding reimbursements		6,384		7,782
Third-party real estate services expenses, excluding reimbursements		7,236		12,136
Net third-party real estate services, excluding reimbursements	$	(852)	$	(4,354)

Third-party real estate services revenue, excluding reimbursements, decreased by $1.4 million, or 18.0%, to $6.4 million in 2025 from $7.8 million in 2024. The decrease was primarily due to a $754,000 decrease in property management fees, a $466,000 decrease in leasing fees and a $344,000 decrease in asset management fees. Third-party real estate services expenses, excluding reimbursements, decreased by $4.9 million, or 40.4%, to $7.2 million in 2025 from $12.1 million in 2024. The decrease was primarily due to lower compensation expenses.

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The following is a summary of NOI by segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Property revenue: (1)
Multifamily	$	54,895	$	52,709	$	159,944	$	155,581
Commercial		57,840		68,250		178,507		213,052
Other (2)		3,403		3,957		9,537		10,122
Total property revenue		116,138		124,916		347,988		378,755

Property expense: (3)
Multifamily		26,311		24,960		74,906		72,065
Commercial		23,298		27,076		72,705		81,895
Other (2)		1,461		(35)		3,186		(787)
Total property expense		51,070		52,001		150,797		153,173

Consolidated NOI:
Multifamily		28,584		27,749		85,038		83,516
Commercial		34,542		41,174		105,802		131,157
Other (2)		1,942		3,992		6,351		10,909
Consolidated NOI	$	65,068	$	72,915	$	197,191	$	225,582

(1) Includes property rental revenue and parking revenue.

(2) Includes activity related to development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

(3) Includes property operating expenses and real estate taxes.

Comparison of the Three Months Ended September 30, 2024 to 2023

Multifamily: Property revenue increased by $2.2 million, or 4.1%, to $54.9 million in 2024 from $52.7 million in 2023. Consolidated NOI increased by $835,000, or 3.0%, to $28.6 million in 2024 from $27.7 million in 2023. The increases in property revenue and consolidated NOI were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, and higher rents and lower concessions across the portfolio, partially offset by a decrease related to the Disposed Properties.

Commercial: Property revenue decreased by $10.4 million, or 15.3%, to $57.8 million in 2024 from $68.3 million in 2023. Consolidated NOI decreased by $6.6 million, or 16.1%, to $34.5 million in 2024 from $41.2 million in 2023. The decreases in property revenue and consolidated NOI were primarily due to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, the Disposed Properties, and lower occupancy across the portfolio.

Comparison of the Nine Months Ended September 30, 2024 to 2023

Multifamily: Property revenue increased by $4.4 million, or 2.8%, to $159.9 million in 2024 from $155.6 million in 2023. Consolidated NOI increased by $1.5 million, or 1.8%, to $85.0 million in 2024 from $83.5 million in 2023. The increases in property revenue and consolidated NOI were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, and higher rents and lower concessions across the portfolio, partially offset by a decrease related to the Disposed Properties.

Commercial: Property revenue decreased by $34.5 million, or 16.2%, to $178.5 million in 2024 from $213.1 million in 2023. Consolidated NOI decreased by $25.4 million, or 19.3%, to $105.8 million in 2024 from $131.2 million in 2023. The decreases in property revenue and consolidated NOI were primarily due to the Disposed Properties, 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, and lower occupancy across the portfolio.

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Liquidity and Capital Resources

Property rental income is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party ~~asset management and~~ real estate services business provides fee-based real estate services ~~to the JBG Legacy Funds and other third parties~~. Our assets provide ~~a relatively consistent level of~~ cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders, and distributions to holders of OP Units and long-term incentive partnership units ("LTIP Units"). Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales, and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, asset sales and recapitalizations, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders, and distributions to holders of OP Units and LTIP Units ~~over the next 12 months~~.

Mortgage Loans

The following is a summary of mortgage loans:


	Weighted Average
	Effective
	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
		(In thousands)
Variable rate (2)	65.1255%	$	~~724~~535,~~317~~457	$	~~608~~587,~~582~~254
Fixed rate (3)	45.5413%		1,~~104~~107,~~606~~376		1,~~189~~196,~~643~~479
Mortgage loans			1,~~828~~642,~~923~~833		1,~~798~~783,~~225~~733
Unamortized deferred financing costs and premium/discount, net			(1216,~~767~~130)		(1516,~~211~~560)
Mortgage loans, net		$	1,~~816~~626,~~156~~703	$	1,~~783~~767,~~014~~173

(1) Weighted average effective interest rate as of ~~September~~March 3031, ~~2024~~2025.

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

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1886.7 million and $1.4 billion. See Note 15 to the financial statements for additional information.

Revolving Credit Facility and Term Loans

42The 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,

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consolidations and acquisitions, and to make capital expenditures, and also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these covenants, and failure to comply with our covenants could cause a default, and we may then be required to repay such debt.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:


	Effective
	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
		(In thousands)
Revolving credit facility (2) (3)	65.4690%	$	90162,000	$	6285,000

Tranche A-1 Term Loan (4)	5.34%	$	200,000	$	200,000
Tranche A-2 Term Loan (5)	4.20%		400,000		400,000
2023 Term Loan (6)	5.41%		120,000		120,000
Term loans			720,000		720,000
Unamortized deferred financing costs, net			(21,~~422~~945)		(2,~~828~~147)
Term loans, net		$	~~717~~718,~~578~~055	$	717,~~172~~853

(1) Effective interest rate as of ~~September~~March 3031, ~~2024~~2025. The interest rate for our revolving credit facility excludes a 0.1520% facility fee.

(4) AsThe ~~of September 30, 2024, the~~ interest rate swaps ~~fixed~~fix SOFR at a weighted average interest rate of 4.00% through the extended maturity date of January 2027.

(5) AsThe ~~of September 30, 2024, the~~ interest rate swaps ~~fixed~~fix SOFR at a weighted average interest rate of 2.81% through the maturity date.

(6) AsThe ~~of September 30, 2024, the~~ interest rate swap ~~fixed~~fixes SOFR at an interest rate of 4.01% through the maturity date.

Common Shares Repurchased

Our Board of Trustees ~~has~~previously authorized the repurchase of up to $1.5 billion of our outstanding common shares. In February 2025, our Board of Trustees increased our common share repurchase authorization to $2.0 billion. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we repurchased and retired 312.12 million ~~and 10.8 million~~ common shares for $50187.25 million ~~and $168.3 million~~, a weighted average purchase price per share of $~~16.23 and $~~15.6143. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, we repurchased and retired 73.90 million ~~and 18.4 million~~ common shares for $~~120~~49.84 million ~~and $276.7 million~~, a weighted average purchase price per share of $1516.~~24 and $14~~50.~~98.~~ Since we began the share repurchase program through ~~September~~March 3031, ~~2024~~2025, we have repurchased and retired 5669.60 million common shares for $1.13 billion, a weighted average purchase price per share of $19.8808.

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

Material Cash Requirements

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

●	normal recurring expenses;

● debt service and principal repayment obligations, including balloon payments on maturing mortgage loans — As of ~~September~~March 3031, ~~2024~~2025, we had ~~a $120.9 million non-recourse mortgage loan scheduled to mature in November 2024. In 2025, we have~~ maturities totaling $~~340~~338.70 million ($~~307~~305.70 million related to our consolidated entities and $33.0 million related to an unconsolidated real estate venture at our share) scheduled to mature in 2025 and 2026;

● capital expenditures, including major renovations, tenant improvements and leasing costs — As of ~~September~~March 3031, ~~2024~~2025, we had committed tenant-related obligations totaling $4332.3 million ($4332.2 million related to our consolidated entities and $~~126~~78,000 related to our unconsolidated real estate ventures at our share);

● development expenditures — As of September 30, 2024, we had an asset under construction that, based on our current plans and estimates, requires an additional $51.1 million to complete, which we anticipate will be primarily expended over the next year;37

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● ~~dividends~~development toexpenditures ~~shareholders~~— ~~and~~As ~~distributions~~of toMarch ~~holders~~31, of2025, OPwe ~~Units~~had ~~and~~one ~~LTIP~~asset ~~Units~~under —construction, On2000/2001 ~~October~~South 24Bell Street, ~~2024~~and are building a new amenity hub at 2011 Crystal Drive that, ~~our~~based ~~Board~~on ofour ~~Trustees~~current ~~declared~~plans aand ~~quarterly~~estimates, ~~dividend~~require ofan additional $061.~~175~~2 ~~per~~million ~~common~~to ~~share~~complete, which we anticipate will be primarily expended over the next year;

●	dividends to shareholders and distributions to holders of OP Units and LTIP Units — On April 24, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share;

●	possible common share repurchases; and

●	possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.

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

● cash and cash equivalents — As of ~~September~~March 3031, ~~2024~~2025, we had cash and cash equivalents of $~~137~~81.03 million;

●	cash flows from operations;

●	distributions from real estate ventures;

● borrowing capacity under our revolving credit facility — As of ~~September~~March 3031, ~~2024~~2025, we had $~~644~~572.38 million of ~~availability~~undrawn capacity under our revolving credit facility;

● proceeds from financings, joint venture capital, asset sales and recapitalizations; and

●	proceeds from the issuance of securities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, there were no significant changes to the material cash requirements information presented in Item 7 of Part II of our Annual Report.

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

Summary of Cash Flows

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


	~~Nine~~Three Months Ended ~~September~~March 3031,
	~~2024~~2025		~~2023~~2024
	(In thousands)
Net cash provided by operating activities	$	8712,~~190~~935	$	~~114~~37,~~893~~043
Net cash provided by (used in) investing activities		82,417		(123,240)
Net cash provided by investing activities		161,314		123,602
Net cash used in financing activities		(~~199~~237,~~904~~106)		(96100,~~947~~820)

Cash Flows for the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025

Cash and cash equivalents, and restricted cash decreased $3062.39 million to $~~170~~120.13 million as of ~~September~~March 3031, ~~2024~~2025, compared to $~~200~~183.42 million as of December 31, ~~2023~~2024. This decrease resulted from $~~199~~237.91 million of net cash used in financing activities, partially offset by $87161.23 million of net cash provided by ~~operating~~investing activities and $8212.49 million of net cash provided by ~~investing~~operating activities. Our outstanding debt was $2.5 billion and $2.6 billion as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

Net cash provided by operating activities of $8712.29 million comprised: (i) $9921.35 million of net income (before $~~201~~75.27 million of non-cash items and a $~~5.1~~537,000 ~~million~~gain ~~loss~~ on the sale of real estate), and (ii) $~~1.7~~390,000 ~~million~~ of return on capital from unconsolidated real estate ventures, ~~and~~partially offset by (iii) $139.80 million of net change in operating assets and liabilities. Non-cash income adjustments of $~~201~~75.27 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, ~~impairment~~ loss, ~~deferred~~on ~~rent~~the extinguishment of debt and amortization of lease incentives.

Net cash provided by investing activities of $82161.43 million primarily comprised: (i) $~~163~~188.98 million of distributions of capital from unconsolidated real estate ventures and other investments primarily related to the sale of Central Place Tower by one of our unconsolidated real estate ventures, and (ii) $97.0 million of proceeds from the sale of real estate, partially offset by (~~iii~~ii) $~~172~~29.1 million of development costs, construction in progress and real estate additions.

Net cash used in financing activities of $199.9 million primarily comprised: (i) $195.0 million of repayments on the revolving credit facility, (ii) $168.4 million of common shares repurchased, (iii) $85.7 million of repayments of mortgage loans, (iv) $47.2 million of dividends paid to common shareholders, (v) $26.6 million paid for the acquisition of 38

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~~noncontrolling~~Net ~~interests~~cash ~~and~~used in financing activities of $237.1 million primarily comprised: (vii) $8408.70 million of ~~distributions~~repayments toof ~~our~~mortgage ~~redeemable~~loans, ~~noncontrolling~~(ii) ~~interests,~~$147.6 ~~partially~~million ~~offset~~of bycommon shares repurchased, (~~vii~~iii) $~~223~~120.0 million of ~~borrowings~~repayments ~~under~~on the revolving credit facility, and (~~viii~~iv) $~~112~~14.68 million of dividends paid to common shareholders, partially offset by (v) $265.2 million of borrowings under mortgage loans and (vi) $197.0 million of borrowings under the revolving credit facility.

Unconsolidated Real Estate Ventures

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

As of ~~September~~March 3031, ~~2024~~2025, we had investments in unconsolidated real estate ventures totaling $~~100~~92.78 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.

As of ~~September~~March 3031, ~~2024~~2025, we had additional capital commitments ~~and certain recorded guarantees to our unconsolidated real estate ventures and other investments~~ totaling $578.40 million. ~~As of September 30, 2024, we had no debt principal payment guarantees~~ related to our ~~unconsolidated~~investments in real estate-focused ~~ventures~~technology companies.

Commitments and Contingencies

Insurance

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Construction Commitments

As of ~~September~~March 3031, ~~2024~~2025, we had anone asset under construction, 2000/2001 South Bell Street, and are building a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, ~~requires~~require an additional $5161.12 million to complete, which we anticipate will be primarily expended over the next year. These capital expenditures are generally due as the work is performed, and we expect to finance them primarily with debt proceeds.

Legal Proceedings

Other

With respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion and stabilization of development projects. As of ~~September~~March 3031, ~~2024~~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 ~~generated~~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

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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 ~~issues~~conditions ~~raised~~identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $17.5 million ~~and $17.6 million~~ as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, and are included in "Other liabilities, net" in our balance sheets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

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


	~~September~~March 3031, ~~2024~~2025						December 31, ~~2023~~2024
			Weighted						Weighted
			Average		Annual				Average
			Effective		Effect of 1%				Effective
			Interest		Change in				Interest
	Balance		Rate		Base Rates		Balance		Rate
	(Dollars in thousands)
Debt (contractual balances):
Mortgage loans:
Variable rate (1)	$	~~724~~535,~~317~~457		65.1255%	$	13,~~445~~224	$	~~608~~587,~~582~~254	65.2558%
Fixed rate (2)		1,~~104~~107,~~606~~376		45.5413%		—		1,~~189~~196,~~643~~479	4.7879%
	$	1,~~828~~642,~~923~~833			$	13,~~445~~224	$	1,~~798~~783,~~225~~733
Revolving credit facility and term loans:
Revolving credit facility (3)	$	90162,000		65.4690%	$	~~913~~1,643	$	6285,000	65.8398%
Tranche A-1 Term Loan (4)		200,000		5.34%		—		200,000	25.7034%
Tranche A-2 Term Loan (4)		400,000		4.20%		—		400,000	34.5820%
2023 Term Loan (4)		120,000		5.41%		—		120,000	5.3141%
	$	~~810~~882,000			$	~~913~~1,643	$	~~782~~805,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
Variable rate (1)	$	35,000		5.7367%	$	—355	$	35,000	5.0068%
Fixed rate (2)		33,000		4.13%		—		33,000	4.13%
	$	68,000			$	—355	$	68,000

(1) 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 3.56%, and the weighted average maturity date of the interest rate caps is in the fourth quarter of 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of September 30, 2024, one-month term SOFR was 4.85%. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates.41

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(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 March 31, 2025, one-month term SOFR was 4.32%. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates, as applicable.

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

(3) As of ~~September~~March 3031, ~~2024~~2025, daily SOFR was 4.9641%. The interest rate for our revolving credit facility excludes a 0.1520% facility fee.

(4) As of ~~September~~March 3031, 2025 and December 31, 2024, the outstanding balance was fixed by interest rate swap agreements. AsThe ~~of September 30, 2024, the~~ interest rate swaps fix SOFR at a weighted average interest rate of 4.00% for the Tranche A-1 Term Loan, 2.81% for the Tranche A-2 Term Loan and 4.01% for the 2023 Term Loan. See Note 7 to the financial statements for additional information.

The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the estimated fair value of our consolidated debt was $2.65 billion and $2.56 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.

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Derivative Financial Instruments Designated as Effective Hedges

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

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had interest rate swap and cap agreements with an aggregate notional value of $21.4 billion and $2.0 billion, which were designated as effective hedges. The fair value of our interest rate swaps and caps designated as effective hedges primarily consisted of assets totaling $1514.95 million and $3523.64 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, included in "Other assets, net" in our balance sheets, and liabilities totaling $104.63 million and $~~7.9~~90,000 ~~million~~ as of ~~September 30~~March 31, 2025 ~~2024~~ and December 31, ~~2023~~ 2024, included in "Other liabilities, net" in our balance sheets.

Non-Designated Derivatives

Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains (losses) recorded in "Interest expense" in our statements of operations. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had various interest rate cap agreements with an aggregate notional value of $167.5 million ~~and $642.7 million~~, which were non-designated derivatives. The fair value of our interest rate cap agreements, which were non-designated derivatives, consisted of assets totaling $3.1.4 million and $62.73 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, included in "Other assets, net" in our balance sheets, and liabilities totaling $3.1.4 million and $62.53 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~ 2024, included in "Other liabilities, net" in our balance sheets.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of ~~September~~March 3031, ~~2024~~2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WeIn ~~are~~November 2023, ~~from~~the ~~time~~District toof ~~time,~~Columbia ~~involved~~filed a lawsuit in ~~legal~~the ~~actions~~Superior ~~arising~~Court inof the ~~ordinary~~District ~~course~~of Columbia against RealPage, Inc., a provider of ~~business~~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., Inone of our ~~opinion~~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 ~~such~~loss, ~~matters~~if isany, that may result from the lawsuit. While we do not ~~expected~~believe tothat these proceedings will have a material adverse effect on our financial ~~position~~condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome.

There are various other legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

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ITEM 1A. RISK FACTORS

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

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

(a)

Not applicable.

(b)

Not applicable.

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(c)

Purchases of equity securities by the issuer and affiliated purchasers:


Period	Total Number Of Common Shares Purchased	Average Price Paid Per Common Share		Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs	Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs
July 1, 2024 - July 31, 2024	897,531	$	15.55	897,531	$	409,097,450
January 1, 2025 - January 31, 2025	1,414,534	$	15.17	1,414,534	$	350,135,006
August 1, 2024 - August 31, 2024	2,135,841		16.48	2,135,841		373,862,065
February 1, 2025 - February 28, 2025	2,042,798		15.25	2,042,798		818,975,748
September 1, 2024 - September 30, 2024	55,952		17.85	55,952		372,862,091
March 1, 2025 - March 31, 2025	8,696,653		15.51	8,696,653		684,098,177
Total for the three months ended September 30, 2024	3,089,324		16.23	3,089,324
Total for the three months ended March 31, 2025	12,153,985		15.43	12,153,985
Total for the nine months ended September 30, 2024	10,773,500		15.61	10,773,500
Program total since inception in March 2020	68,955,331		19.08	68,955,331
Program total since inception in March 2020	56,647,503		19.88	56,647,503

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Kevin ("Kai") Reynolds Retirement Agreement

On October 24, 2024, Mr. Reynolds elected to retire from his position as Chief Development Officer of JBG SMITH, effective as of December 31, 2024 (the "Retirement Date"). Additionally, on October 24, 2024, Mr. Reynolds and JBG SMITH entered into a Retirement and Consulting Agreement (the "Retirement Agreement"), pursuant to which, following the Retirement Date, Mr. Reynolds will continue as a consultant of JBG SMITH until the earlier of June 30, 2025 and the date on which the Retirement Agreement is terminated in accordance with its terms (the "Consulting Term").

During the Consulting Term, Mr. Reynolds will be entitled to a consulting fee of $41,667 per month and the provision of consulting services during the Consulting Term will serve as the remainder of Mr. Reynold's retirement notice period under certain of his outstanding equity award agreements, such that the retirement provisions of such awards will take effect on

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April 24, 2025. Pursuant to the terms of the Retirement Agreement, and subject to Mr. Reynolds’s execution and non-revocation of a release agreement at the commencement of the Consulting Term, Mr. Reynolds will receive an annual bonus determined based on JBG SMITH’s actual 2024 performance as determined by the Compensation Committee of the Board of Trustees of JBG SMITH, paid at the time bonuses are paid to similarly situated employees of JBG SMITH. Mr. Reynolds will also receive health care continuation for 18 months. Subject to Mr. Reynolds’s execution and non-revocation of an additional release agreement at the end of the Consulting Term, notwithstanding the terms of the Formation Units in JBG SMITH LP granted to Mr. Reynolds on July 18, 2017, such Formation Units will remain convertible into LTIP Units of JBG SMITH LP in accordance with the terms of such Formation Units until the tenth anniversary of their grant date.

Receipt of the foregoing benefits is contingent upon Mr. Reynolds satisfying certain customary conditions as required by each of (i) the Second Amended and Restated Employment Agreement entered into by JBG SMITH and Mr. Reynolds dated as of February 8, 2021, as further amended by the First Amendment dated as of February 14, 2024 and (ii) the Retirement Agreement. Following his separation, Mr. Reynolds will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.

Pursuant to the terms of the Retirement Agreement, JBG SMITH may terminate the Retirement Agreement for cause and Mr. Reynolds may terminate the Retirement Agreement for any reason or no reason. The foregoing description of the Retirement Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Exhibit 10.1.

Trading Arrangements

During the three months ended ~~September~~March 3031, ~~2024~~2025, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

2025 Annual Meeting Voting Results

On April 24, 2025, we held our 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, our shareholders voted on the (i) election of 10 trustees to our Board of Trustees (the "Board") to serve until our 2026 annual meeting of shareholders, (ii) approval, on a non-binding advisory basis, of the compensation of the named executive officers and (iii) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the SEC on March 12, 2025. The final voting results for each proposal are set forth below.

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Proposal 1: Election of Trustees

At the Annual Meeting, our shareholders elected 10 trustees to our Board to serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each trustee nominee:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Phyllis R. Caldwell	62,583,890	227,903	1,760,061	6,295,715
Scott A. Estes	62,755,239	74,259	1,742,356	6,295,715
Alan S. Forman	58,686,339	4,143,166	1,742,349	6,295,715
Michael J. Glosserman	62,783,511	45,246	1,743,097	6,295,715
W. Matthew Kelly	62,791,506	37,741	1,742,607	6,295,715
Alisa M. Mall	59,648,562	3,180,692	1,742,600	6,295,715
Carol A. Melton	62,591,070	219,661	1,761,123	6,295,715
William J. Mulrow	61,724,644	1,103,556	1,743,654	6,295,715
D. Ellen Shuman	59,647,139	3,182,141	1,742,574	6,295,715
Robert A. Stewart	62,565,227	234,648	1,771,979	6,295,715

Proposal 2: Advisory Vote on Executive Compensation

At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions	Broker Non-Votes
50,415,694	12,363,750	1,792,410	6,295,715

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, our shareholders ratified the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The table below sets forth the voting results for this proposal:



Votes For	Votes Against	Abstentions
67,927,870	1,166,652	1,773,047

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ITEM 6. EXHIBITS

(a) Exhibit Index


Exhibits	Description
3.1	Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2	Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018).
3.3	Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
3.4	Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Current Report on Form 10-Q, filed on August 8, 2023).
10.1†**	Retirement and Consulting Agreement, dated as of October 24, 2024, by and between JBG SMITH Properties and Kevin Reynolds.
10.1**†	Form of 2025 AO LTIP Unit Agreement.
10.2**†	Form of 2025 JBG SMITH Properties Performance LTIP Unit Agreement.
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Extension Calculation Linkbase
101.LAB	Inline XBRL Extension Labels Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Exhibits	Description
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Extension Calculation Linkbase
101.LAB	Inline XBRL Extension Labels Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


**	Filed herewith.
†	Denotes a management contract or compensatory plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		JBG SMITH Properties

Date:	~~October~~April 29, ~~2024~~2025	/s/ M. Moina Banerjee
		M. Moina Banerjee
		Chief Financial Officer
		(Principal Financial Officer)


		JBG SMITH Properties

Date:	~~October~~April 29, ~~2024~~2025	/s/ Angela Valdes
		Angela Valdes
		Chief Accounting Officer
		(Principal Accounting Officer)

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