JBGスミスプロパティーズの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

☐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 25, 2024, JBG SMITH Properties had 84,477,759 common shares outstanding.

Table of Contents

JBG SMITH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	Page
	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2024 and 2023	5
	Condensed Consolidated Statements of Equity (unaudited) for the three and nine months ended September 30, 2024 and 2023	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4.	Controls and Procedures	49

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
	Signatures	53

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 30, 2024		December 31, 2023
ASSETS
Real estate, at cost:
Land and improvements	$	1,171,458	$	1,194,737
Buildings and improvements		4,243,690		4,021,322
Construction in progress, including land		443,908		659,103
		5,859,056		5,875,162
Less: accumulated depreciation		(1,429,079)		(1,338,403)
Real estate, net		4,429,977		4,536,759
Cash and cash equivalents		136,983		164,773
Restricted cash		33,161		35,668
Tenant and other receivables		30,734		44,231
Deferred rent receivable		185,221		171,229
Investments in unconsolidated real estate ventures		100,682		264,281
Deferred leasing costs, net		78,171		81,477
Intangible assets, net		49,045		56,616
Other assets, net		138,503		163,481
TOTAL ASSETS	$	5,182,477	$	5,518,515

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans, net	$	1,816,156	$	1,783,014
Revolving credit facility		90,000		62,000
Term loans, net		717,578		717,172
Accounts payable and accrued expenses		99,773		124,874
Other liabilities, net		118,373		138,869
Total liabilities		2,841,880		2,825,929
Commitments and contingencies
Redeemable noncontrolling interests		444,945		440,737
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
Additional paid-in capital		2,789,447		2,978,852
Accumulated deficit		(907,777)		(776,962)
Accumulated other comprehensive income (loss)		(477)		20,042
Total shareholders' equity of JBG SMITH Properties		1,882,038		2,222,876
Noncontrolling interests		13,614		28,973
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 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
REVENUE
Property rental	$	113,349	$	120,294	$	348,521	$	364,919
Third-party real estate services, including reimbursements		17,061		23,942		52,326		69,588
Other revenue		5,616		7,326		15,683		22,112
Total revenue		136,026		151,562		416,530		456,619
EXPENSES
Depreciation and amortization		50,050		50,265		158,211		152,914
Property operating		39,258		37,588		110,791		109,112
Real estate taxes		11,812		14,413		40,006		44,061
General and administrative:
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
Total expenses		129,756		136,793		412,933		424,073
OTHER INCOME (EXPENSE)
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
Interest expense		(35,267)		(27,903)		(97,400)		(80,580)
Gain (loss) on the sale of real estate, net		(5,352)		906		(5,066)		41,606
Gain (loss) on the extinguishment of debt		43		—		43		(450)
Impairment loss		—		(59,307)		(18,236)		(59,307)
Total other income (expense)		(36,748)		(80,793)		(110,550)		(85,919)
LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT		(30,478)		(66,024)		(106,953)		(53,373)
Income tax (expense) benefit		(831)		(77)		40		(672)
NET LOSS		(31,309)		(66,101)		(106,913)		(54,045)
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 ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(26,980)	$	(58,007)	$	(83,629)	$	(47,381)
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		85,292		101,445		89,637		108,351

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

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JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
NET LOSS	$	(31,309)	$	(66,101)	$	(106,913)	$	(54,045)
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative financial instruments		(27,624)		19,679		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)
Total other comprehensive income (loss)		(36,253)		10,209		(24,285)		7,679
COMPREHENSIVE LOSS		(67,562)		(55,892)		(131,198)		(46,366)
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
Other comprehensive (income) loss attributable to redeemable noncontrolling interests		5,595		(1,346)		4,003		(902)
Other comprehensive (income) loss attributable to noncontrolling interests		1,351		(686)		(237)		(753)
COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES	$	(56,287)	$	(49,830)	$	(104,148)	$	(41,357)

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

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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

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

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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 DECEMBER 31, 2023	94,309	$	944	$	2,978,852	$	(776,962)	$	20,042	$	28,973	$	2,251,849
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(83,629)		—		(10,931)		(94,560)
Redemption of OP Units for common shares	827		9		13,760		—		—		—		13,769
Common shares repurchased	(10,776)		(108)		(168,263)		—		—		—		(168,371)
Common shares issued pursuant to employee incentive compensation plan and ESPP	74		—		1,915		—		—		—		1,915
Dividends declared on common shares ($0.525 per common share)	—		—		—		(47,186)		—		—		(47,186)
Acquisition of noncontrolling interests	—		—		(21,893)		—		—		(4,693)		(26,586)
Contributions from noncontrolling interests, net	—		—		—		—		—		28		28
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation	—		—		(14,924)		—		4,003		—		(10,921)
Total other comprehensive loss	—		—		—		—		(24,285)		—		(24,285)
Other comprehensive income attributable to noncontrolling interests	—		—		—		—		(237)		237		—
BALANCE AS OF SEPTEMBER 30, 2024	84,434	$	845	$	2,789,447	$	(907,777)	$	(477)	$	13,614	$	1,895,652

BALANCE AS OF DECEMBER 31, 2022	114,013	$	1,141	$	3,263,738	$	(628,636)	$	45,644	$	32,225	$	2,714,112
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(47,381)		—		(703)		(48,084)
Redemption of OP Units for common shares	2,068		21		33,089		—		—		—		33,110
Common shares repurchased	(18,446)		(184)		(276,500)		—		—		—		(276,684)
Common shares issued pursuant to employee incentive compensation plan and ESPP	82		—		1,865		—		—		—		1,865
Dividends declared on common shares ($0.45 per common share)	—		—		—		(46,830)		—		—		(46,830)
Distributions to noncontrolling interests, net	—		—		—		—		—		(24)		(24)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		20,844		—		(902)		—		19,942
Total other comprehensive income	—		—		—		—		7,679		—		7,679
Other comprehensive income attributable to noncontrolling interests	—		—		—		—		(753)		753		—
BALANCE AS OF SEPTEMBER 30, 2023	97,717	$	978	$	3,043,036	$	(722,847)	$	51,668	$	32,251	$	2,405,086

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 Months Ended September 30,
	2024		2023
OPERATING ACTIVITIES:
Net loss	$	(106,913)	$	(54,045)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense		26,158		27,011
Depreciation and amortization expense, including amortization of deferred financing costs		163,190		156,841
Deferred rent		(14,140)		(20,594)
(Income) loss from unconsolidated real estate ventures, net		(4)		1,320
Amortization of market lease intangibles, net		175		(767)
Amortization of lease incentives		4,197		1,812
(Gain) loss on the extinguishment of debt		(43)		450
Impairment loss		18,236		59,307
(Gain) loss on the sale of real estate, net		5,066		(41,606)
Loss (income) on operating lease and other receivables		2,053		(67)
Income from investments, net		(3,278)		(1,163)
Return on capital from unconsolidated real estate ventures		1,680		12,633
Other non-cash items		4,626		8,586
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 in high growth and high barrier-to-entry submarkets in and around Washington, D.C., most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, 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 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 30, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 85.8% 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) 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.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."

As of September 30, 2024, our Operating Portfolio consisted of 41 operating assets comprising 16 multifamily assets totaling 6,781 units (6,781 units at our share), 23 commercial assets totaling 7.2 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 18 assets in the development pipeline totaling 11.4 million square feet (9.3 million square feet at our share) of estimated potential development density.

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 and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year.

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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 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2024 and 2023.

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 Disclosures

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things, (i) actual and potential material impacts of climate-related risks on our strategy, business model and outlook, (ii) climate-related targets and goals that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition, (iii) governance and management of climate-related risks and (iv) material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the rules require disclosures in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds, and certain carbon offsets and renewable energy certificates. The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025. In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review. We are currently evaluating the potential impact of adopting these new rules on our 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 740"). 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 740 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

In November 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.

3.Dispositions

Dispositions

The following is a summary of activity for the nine months ended September 30, 2024:

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)

September 17, 2024

Fort Totten Square

Multifamily

86,800

84,600

(5,352)

Other (1)

1,486

(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.

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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
Real Estate Venture	Interest (1)	September 30, 2024		December 31, 2023

		(In thousands)
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)	50.0%	$	73,978	$	72,742
4747 Bethesda Venture	20.0%		11,208		13,118
Brandywine Realty Trust	30.0%		13,781		13,681
Prudential Global Investment Management ("PGIM") (3)	50.0%		664		163,375
Landmark Partners (4)	18.0%		560		605
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 30, 2024. 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)	In February 2024, the venture sold its interest in Central Place Tower for a gross sales price of $325.0 million.

(4)	Excludes the L'Enfant Plaza Assets for which we have a zero-investment balance and discontinued applying the equity method of accounting after September 30, 2022. In October 2024, the lender foreclosed on the mortgage loan secured by the L’Enfant Plaza Assets and took possession of the properties.

(5)	Excludes The Foundry for which we had a zero-investment balance and discontinued applying the equity method of accounting after September 30, 2023. In April 2024, the lender foreclosed on the mortgage loan secured by The Foundry and took possession of the property.

(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.

(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 30, 2024		December 31, 2023

		(In thousands)
Variable rate (2)	5.73%	$	175,000	$	175,000
Fixed rate (3)	4.13%		60,000		60,000
Mortgage loans (4)			235,000		235,000
Unamortized deferred financing costs and premium / discount, net			(6,480)		(8,531)
Mortgage loans, net (4) (5)		$	228,520	$	226,469

(1)	Weighted average effective interest rate as of September 30, 2024.

(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 mortgage loans related to the Fortress Assets, the L'Enfant Plaza Assets and The Foundry. 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.

(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


	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.

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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.

Unconsolidated VIEs

As of September 30, 2024 and December 31, 2023, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of September 30, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $88.6 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 significant consolidated VIE. We hold 85.8% 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.

7.Debt

Mortgage Loans

The following is a summary of mortgage loans:


	Weighted Average
	Effective
	Interest Rate (1)	September 30, 2024		December 31, 2023

		(In thousands)
Variable rate (2)	6.12%	$	724,317	$	608,582
Fixed rate (3)	4.54%		1,104,606		1,189,643
Mortgage loans			1,828,923		1,798,225
Unamortized deferred financing costs and premium / discount, net			(12,767)		(15,211)
Mortgage loans, net		$	1,816,156	$	1,783,014

(1)	Weighted average effective interest rate as of September 30, 2024.

(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 3.56%, 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 Secured Overnight Financing Rate ("SOFR") was 4.85%.

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

As of September 30, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1 billion and $2.2 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 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S.

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


	Effective
	Interest Rate (1)	September 30, 2024		December 31, 2023

		(In thousands)
Revolving credit facility (2) (3)	6.46%	$	90,000	$	62,000

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			(2,422)		(2,828)
Term loans, net		$	717,578	$	717,172

(1)	Effective interest rate as of September 30, 2024. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2)	As of September 30, 2024, daily SOFR was 4.96%. As of September 30, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $15.7 million and $467,000 were outstanding under our revolving credit facility.

(3)	As of September 30, 2024 and December 31, 2023, excludes $8.0 million and $10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

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

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

(6)	As of September 30, 2024, the interest rate swap fixed 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 30, 2024		December 31, 2023

	(In thousands)
Lease intangible liabilities, net	$	1,356	$	3,496
Lease incentive liabilities		6,616		7,546
Liabilities related to operating lease right-of-use assets		45,313		64,501
Prepaid rent		15,594		11,881
Security deposits		12,334		12,133
Environmental liabilities		17,468		17,568
Deferred tax liability, net		3,326		3,326
Derivative financial instruments, at fair value		13,753		14,444
Other		2,613		3,974
Total other liabilities, net	$	118,373	$	138,869

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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 months ended September 30, 2024 and 2023, unitholders redeemed 827,012 and 2.1 million OP Units, which we elected to redeem for an equivalent number of our common shares. As of September 30, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.9 million, representing a 14.2% 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.

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


	Three Months Ended September 30,
	2024		2023
					Consolidated
	JBG		JBG		Real Estate
	SMITH LP		SMITH LP		Venture		Total

	(In thousands)
Balance, beginning of period	$	436,673	$	455,886	$	—	$	455,886
Redemptions		(3,553)		(7,602)		—		(7,602)
Net loss		(4,365)		(7,926)		—		(7,926)
Other comprehensive income (loss)		(5,595)		1,346		—		1,346
Distributions		(2,874)		(3,727)		—		(3,727)
Share-based compensation expense		4,424		6,003		—		6,003
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 September 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands)
Fixed	$	105,015	$	110,333		$	321,594	$	331,528
Variable		8,334		9,961			26,927		33,391
Property rental revenue	$	113,349	$	120,294		$	348,521	$	364,919

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

In January 2024, we granted to certain employees 974,140 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $15.93 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period.

In January 2024, we granted 209,047 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2023 service as LTIP Units. The LTIP units had a grant-date fair value of $14.27 per unit. Compensation expense totaling $3.0 million for these LTIP Units was recognized in 2023.

In April 2024, as part of their annual compensation, we granted to non-employee trustees a total of 141,422 fully vested LTIP Units with a grant-date fair value of $12.40 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 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		33.0 % to 35.0%
Risk-free interest rate		4.4% to 4.8%
Post-grant restriction periods		2 to 6 years

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

In January 2024, we granted to certain employees 1.9 million performance-based AO LTIP Units with a grant-date fair value of $3.79 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 $18.93. 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 anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the nine months ended September 30, 2024 was $7.1 million, valued using Monte Carlo simulations based on the following significant assumptions:


Expected volatility		32.0%
Dividend yield		3.2%
Risk-free interest rate		4.1%

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Restricted Share Units ("RSUs")

In January 2024, we granted to certain non-executive employees 74,842 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $17.21 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.

The aggregate grant-date fair value of the RSUs granted during the nine months ended September 30, 2024 was $1.3 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 60,185 common shares for $792,000 during the nine months ended September 30, 2024, valued using the Black-Scholes model based on the following significant assumptions:


Expected volatility		26.0% to 48.0%
Dividend yield		4.2% to 4.6%
Risk-free interest rate		5.3% to 5.6%
Expected life		3 months

Share-Based Compensation Expense

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands)
Time-Based LTIP Units	$	3,191	$	3,517		$	14,548	$	14,373
AO LTIP Units and Performance-Based LTIP Units		1,233		2,440			8,187		9,382
LTIP Units		—		—			1,552		1,000
Other equity awards (1)		1,082		912			3,294		3,710
Share-based compensation expense - other		5,506		6,869			27,581		28,465
Share-based compensation related to Formation Transaction and special equity awards (2)		—		46			—		397
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)

Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statements of operations. Includes share-based compensation expense for awards issued in connection with the Formation Transaction and with our successful pursuit of Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023.

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 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands)
Completed, potential and pursued transaction expenses (1)	$	104	$	622		$	1,645	$	896
Severance and other costs		563		1,033			1,075		4,280
Demolition costs		—		175			285		2,618
Transaction and other costs	$	667	$	1,830		$	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 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands)
Interest expense before capitalized interest	$	35,142	$	30,229		$	97,216	$	85,942
Amortization of deferred financing costs		4,081		3,381			12,163		6,011
Net (gain) loss on non-designated derivatives:
Net unrealized loss		8		1,742			77		7,383
Net realized gain		—		(230)			—		—
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 authorized the repurchase of up to $1.5 billion of our outstanding common shares. During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $50.2 million and $168.3 million, a weighted average purchase price per share of $16.23 and $15.61. During the three and nine months ended September 30, 2023, we repurchased and retired 7.9 million and 18.4 million common shares for $120.8 million and $276.7 million, a weighted average purchase price per share of $15.24 and $14.98. Since we began the share repurchase program through September 30, 2024, we have repurchased and retired 56.6 million common shares for $1.1 billion, a weighted average purchase price per share of $19.88.

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 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands, except per share amounts)
Net loss	$	(31,309)	$	(66,101)		$	(106,913)	$	(54,045)
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 attributable to common shareholders		(26,980)		(58,007)			(83,629)		(47,381)
Distributions to participating securities		(439)		(689)			(1,596)		(1,406)
Net loss available to common shareholders - basic and diluted	$	(27,419)	$	(58,696)		$	(85,225)	$	(48,787)

Weighted average number of common shares outstanding - basic and diluted		85,292		101,445			89,637		108,351

Loss per common share - basic and diluted	$	(0.32)	$	(0.58)		$	(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 30, 2024 and 2023 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 30, 2024, and 6.6 million and 6.9 million for the three and nine months ended September 30, 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 2024

On October 24, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on November 22, 2024 to shareholders of record as of November 7, 2024.

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.

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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
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	15,857		—	$	15,857		—
Classified as liabilities in "Other liabilities, net"		10,649		—		10,649		—
Non-designated derivatives:
Classified as assets in "Other assets, net"		3,120		—		3,120		—
Classified as liabilities in "Other liabilities, net"		3,104		—		3,104		—

December 31, 2023
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	35,632		—	$	35,632		—
Classified as liabilities in "Other liabilities, net"		7,936		—		7,936		—
Non-designated derivatives:
Classified as assets in "Other assets, net"		6,709		—		6,709		—
Classified as liabilities in "Other liabilities, net"		6,508		—		6,508		—

The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of September 30, 2024 and December 31, 2023, 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 comprehensive income (loss)" in our statements of comprehensive loss for the three and nine months ended September 30, 2024 and 2023 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.

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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.

Financial Assets and Liabilities Not Measured at Fair Value

As of September 30, 2024 and December 31, 2023, 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 30, 2024				December 31, 2023
	Carrying				Carrying
	Amount (1)		Fair Value		Amount (1)		Fair Value

	(In thousands)
Financial liabilities:
Mortgage loans	$	1,828,923	$	1,801,041	$	1,798,225	$	1,753,251
Revolving credit facility		90,000		89,934		62,000		62,000
Term loans		720,000		715,679		720,000		715,950

(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 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 to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our CODM makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, 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.

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 the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue and deducts property operating expenses and real estate taxes.

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.

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The following represents the components of revenue from our third-party asset management and real estate services business:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023		X	2024		2023

	(In thousands)
Property management fees	$	4,065	$	4,910		$	12,312	$	14,879
Asset management fees		1,139		1,155			3,305		3,513
Development fees		324		4,296			981		9,038
Leasing fees		1,001		1,036			3,326		3,648
Construction management fees		343		266			903		909
Other service revenue		1,601		1,399			3,966		4,045
Third-party real estate services revenue, excluding reimbursements		8,473		13,062			24,793		36,032
Reimbursement revenue (1)		8,588		10,880			27,533		33,556
Third-party real estate services revenue, including reimbursements		17,061		23,942			52,326		69,588
Third-party real estate services expenses		16,088		21,405			57,065		67,333
Third-party real estate services revenue less expenses	$	973	$	2,537		$	(4,739)	$	2,255

(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.

Management company assets primarily consist of management and leasing contracts with a net book value of $4.0 million and $8.1 million as of September 30, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.

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


	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 and certain balance sheet data by segment. 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.


	Three Months Ended September 30, 2024
	Multifamily		Commercial		Other		Total

	(In thousands)
Property rental revenue (1)	$	54,617	$	54,142	$	3,403	$	112,162
Parking revenue		278		3,698		—		3,976
Total property revenue		54,895		57,840		3,403		116,138
Property expense:
Property operating		20,450		18,558		250		39,258
Real estate taxes		5,861		4,740		1,211		11,812
Total property expense		26,311		23,298		1,461		51,070
Consolidated NOI	$	28,584	$	34,542	$	1,942	$	65,068

	Three Months Ended September 30, 2023
	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

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	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 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. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds.

Environmental Matters

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised 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.

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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 and $17.6 million as of September 30, 2024 and December 31, 2023, 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 violations of its antitrust laws by RealPage, Inc., a seller of revenue management software products, and a number of large apartment community owners and operators, including JBG Associates, L.L.C., one of our subsidiaries. The lawsuit alleges collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seeks monetary damages, attorneys’ fees and costs, and injunctive relief. We believe there are defenses, both factual and legal, to the allegations in this proceeding, and we plan to vigorously defend the litigation. At this stage in the proceeding, it is not possible to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision. 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 us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

Other

As of September 30, 2024, we had committed tenant-related obligations totaling $43.3 million ($43.2 million related to our consolidated entities and $126,000 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 of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of September 30, 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.

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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18.Transactions with Related Parties

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. 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 the second quarter of 2024, we combined our existing impact investing activities, including the Washington Housing Initiative ("WHI") formed with the Federal City Council in 2018, with the newly formed LEO Impact Capital ("LEO"), our workforce housing investment management platform. LEO aims to acquire, operate and preserve middle-income housing in rapidly growing neighborhoods vulnerable to rising housing costs. 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 30, 2024, 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 million and $10.3 million for the three and nine months ended September 30, 2024, and $4.8 million and $15.7 million for the three and nine months ended September 30, 2023. As of September 30, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $2.3 million and $3.5 million for such services.

Commencing in 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 incurred $1.3 million and $4.1 million of rent expense for the three and nine months ended September 30, 2024, and $1.6 million and $3.4 million of rent expense for the three and nine months ended September 30, 2023, 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 $2.5 million and $7.2 million for the three and nine months ended September 30, 2024, and $2.3 million and $7.0 million for the three and nine months ended September 30, 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

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.

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.

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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

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) 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.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three 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 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.

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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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

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 and office developments, locally sourced 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 authentic and distinct neighborhoods by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two placemaking projects, Water Park and Surreal in 2023. In the second quarter of 2024, we delivered The Grace and Reva, formerly known collectively as 1900 Crystal Drive, with 808 units and approximately 38,000 square feet of retail space. Additionally, the digital infrastructure investments we are making are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation.

Outlook

A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchases and other investment decisions based on how they may impact long-term NAV per share. We intend to continue to opportunistically sell or recapitalize assets as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and invest those proceeds in new acquisitions with higher cash yields and growth, development projects with significant yield spreads and profit potential, and share repurchases. Consequently, at any given time, we expect to be in various stages of discussions and negotiations with potential buyers, real estate venture partners, ground lessors and other counterparties with respect to sales, joint ventures and/or ground leases for certain of our assets, including portfolios thereof. These discussions and negotiations may or may not lead to definitive documentation or closed transactions. While current market conditions have significantly slowed down the pace of asset sales, we anticipate redeploying the proceeds from any sales will not only help fund our planned growth but will 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 expected to deliver in the third quarter of 2025.

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We expect that interest expense will increase as we deliver our under-construction assets and cease capitalizing interest on those assets.

Our office portfolio occupancy as of September 30, 2024 of 79.1% decreased by 150 basis points as compared to June 30, 2024. Although the office market continues to experience headwinds with companies continuing to challenge their space needs, we have seen some favorable trends in leasing activity and companies asking employees to return to the office. We anticipate approximately 475,000 square feet (approximately $21.5 million of annualized rent) will be vacated in National Landing, of which approximately two thirds will occur in the fourth quarter of 2024 and the remainder in the first half of 2025. Our efforts to re-lease certain spaces will be targeted toward buildings with long-term viability where we can concentrate occupancy, and we intend to take some of our other buildings out of service. In addition to 1800 South Bell Street, which we took out of service in the first quarter of 2024, we took 2100 Crystal Drive out of service when Amazon vacated in the second quarter of 2024. We are also phasing 2200 Crystal Drive out of service as leases expire. With the objective of ultimately reducing our competitive office inventory in National Landing, we expect to repurpose these older, obsolete and under-leased buildings for redevelopment, conversion to multifamily, hospitality or another specialty use.

We continue to advance the design and entitlement of our 11.4 million square feet (9.3 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 30, 2024 included:

●

net loss attributable to common shareholders of $27.0 million, or $0.32 per diluted common share, for the three months ended September 30, 2024 compared to $58.0 million, or $0.58 per diluted common share, for the three months ended September 30, 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 $17.1 million and $52.3 million for the three and nine months ended September 30, 2024, and $23.9 million and $69.6 million for the three and nine months ended September 30, 2023;

●	in-service operating multifamily portfolio leased and occupied percentages (1) at our share of 97.0% and 95.7% as of September 30, 2024 as compared to 96.9% and 94.3% as of June 30, 2024, and 96.9% and 95.6% as of September 30, 2023;

●	operating commercial portfolio leased and occupied percentages at our share of 80.7% and 79.1% as of September 30, 2024 compared to 82.3% and 80.6% as of June 30, 2024, and 85.6% and 84.4% as of September 30, 2023;

●

the leasing of 150,000 square feet at our share, at an initial rent (2) of $47.12 per square foot and a GAAP-basis weighted average rent per square foot (3) of $47.50 for the three months ended September 30, 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, 2024; and

●

an increase in same store (4) NOI of 0.5% to $68.6 million for the three months ended September 30, 2024 compared to $68.3 million for the three months ended September 30, 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.

(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.

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Additionally, investing and financing activity during the nine months ended September 30, 2024 included:

●	the sale of North End Retail and Fort Totten Square. See Note 3 to the financial statements for additional information;

●	the sale of Central Place Tower by one of our unconsolidated real estate ventures. See Note 4 to the financial statements for additional information;

●	the net borrowing of $28.0 million under our revolving credit facility;

●	the repayment of the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S.;

●	the one-year extension of the maturity date of the Tranche A-1 Term Loan to January 2026;

●	the payment of dividends totaling $47.2 million and distributions to redeemable noncontrolling interests of $8.7 million;

●	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 months ended September 30, 2024.

Recent Accounting Pronouncements

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

Results of Operations

During the nine months ended September 30, 2024, we sold North End Retail and Fort Totten Square. In 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture, and we sold Falkland Chase-South & West and Falkland Chase-North ("Falkland Chase"), 5 M Street Southwest, Crystal City Marriott and Capital Point-North-75 New York Avenue. We collectively refer to these assets as the "Disposed Properties" in the discussion below. Additionally, during the first quarter of 2024, we began leasing The Grace and Reva.

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Comparison of the Three 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 three months ended September 30, 2024 compared to the same period in 2023:


	Three Months Ended September 30,
	2024		2023		% Change

	(Dollars in thousands)
Property rental revenue	$	113,349	$	120,294	(5.8)	%
Third-party real estate services revenue, including reimbursements		17,061		23,942	(28.7)	%
Depreciation and amortization expense		50,050		50,265	(0.4)	%
Property operating expense		39,258		37,588	4.4	%
Real estate taxes expense		11,812		14,413	(18.0)	%
General and administrative expense:
Corporate and other		11,881		11,246	5.6	%
Third-party real estate services		16,088		21,405	(24.8)	%
Interest expense		35,267		27,903	26.4	%
Gain (loss) on the sale of real estate, net		(5,352)		906	(690.7)	%
Impairment loss		—		59,307	(100.0)	%

Property rental revenue decreased by approximately $6.9 million, or 5.8%, to $113.3 million in 2024 from $120.3 million in 2023. The decrease was primarily due to a $9.8 million decrease in revenue from our commercial assets, partially offset by a $2.2 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 $4.6 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 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 $3.6 million increase related to The Grace and Reva, and higher rents and lower concessions across the portfolio, partially offset by a $2.7 million decrease related to the Disposed Properties.

Third-party real estate services revenue, including reimbursements, decreased by approximately $6.9 million, or 28.7%, to $17.1 million in 2024 from $23.9 million in 2023. The decrease was primarily due to a $4.0 million decrease in development fees related to the timing of development projects, a $2.3 million decrease in reimbursement revenue and an $845,000 decrease in property management fees.

Depreciation and amortization expense decreased by approximately $215,000, or 0.4%, to $50.1 million in 2024 from $50.3 million in 2023. The decrease was primarily due to (i) a $2.2 million decrease related to 1800 South Bell Street, which was taken out of service during the first quarter of 2024, (ii) a $1.6 million decrease related to the Disposed Properties and (iii) a $1.6 million decrease related to 800 North Glebe Road and 2011 Crystal Drive due to the disposal of assets for tenant terminations in the first quarter of 2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $4.6 million increase related to The Grace and Reva.

Property operating expense increased by approximately $1.7 million, or 4.4%, to $39.3 million in 2024 from $37.6 million in 2023. The increase was primarily due to a $1.1 million increase in property operating expense from our multifamily assets and a $907,000 increase in other property operating expense, partially offset by a $308,000 decrease in property operating expense from our commercial assets. The increase in property operating expense from our multifamily assets was primarily due to a $1.8 million increase related to The Grace and Reva and higher operating expenses due to higher compensation expenses across the portfolio, partially offset by a $966,000 decrease related to the Disposed Properties. The increase in other property operating expense was primarily due to a $1.2 million increase in insurance claims covered by our captive insurance subsidiary. The decrease in property operating expense from our commercial assets was primarily due to a $711,000 decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, a $642,000 decrease related to the Disposed Properties and lower operating expenses due to lower occupancy across the portfolio, partially offset by a $1.1 million increase in expenses related to 1550 Crystal Drive due to the phasing in of Water Park.

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Real estate taxes expense decreased by approximately $2.6 million, or 18.0%, to $11.8 million in 2024 from $14.4 million in 2023. The decrease was primarily due to (i) a $1.6 million real 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) lower assessments across the portfolio, partially offset by (iv) an $836,000 increase related to The Grace and Reva.

General and administrative expense: corporate and other increased by approximately $635,000, or 5.6%, to $11.9 million in 2024 from $11.2 million in 2023. The increase was primarily due to higher compensation expenses, partially offset by an increase in capitalized payroll.

General and administrative expense: third-party real estate services decreased by approximately $5.3 million, or 24.8%, to $16.1 million in 2024 from $21.4 million in 2023. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses.

Interest expense increased by approximately $7.4 million, or 26.4%, to $35.3 million in 2024 from $27.9 million in 2023. The increase in interest expense was primarily due to (i) a $5.1 million net increase 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. 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 on the sale of real estate of $5.4 million in 2024 was due to the sale of Fort Totten Square. Gain on the sale of real estate of $906,000 in 2023 was primarily due to the sale of Falkland Chase.

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.

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.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		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)
(Gain) loss on the sale of real estate, net of tax		5,352		(906)		3,854		(41,606)
Gain on the sale of unconsolidated real estate assets		—		(641)		(480)		(641)
Real estate depreciation and amortization		48,385		48,568		153,203		147,681
Real estate impairment loss		—		59,307		—		59,307
Impairment related to unconsolidated real estate ventures (1)		—		3,319		—		3,319
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures		796		2,984		3,086		8,855
FFO attributable to noncontrolling interests		—		168		—		703
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 is a non-GAAP financial measure 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 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 excludes deferred rent, 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 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.

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

Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended September 30, 2024, our same store pool decreased to 39 properties from 40 properties due to the sale of Fort Totten Square. During the nine months ended September 30, 2024, our same 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 when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same store NOI 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.

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The following is the reconciliation of net loss attributable to common shareholders to NOI and same store NOI:


	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

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

(2)	Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and related party management fees.

(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

We review 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 to be 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 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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	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)
Property management fees	$	4,065	$	4,910	$	12,312	$	14,879
Asset management fees		1,139		1,155		3,305		3,513
Development fees		324		4,296		981		9,038
Leasing fees		1,001		1,036		3,326		3,648
Construction management fees		343		266		903		909
Other service revenue		1,601		1,399		3,966		4,045
Third-party real estate services revenue, excluding reimbursements		8,473		13,062		24,793		36,032
Reimbursement revenue (1)		8,588		10,880		27,533		33,556
Third-party real estate services revenue, including reimbursements		17,061		23,942		52,326		69,588
Third-party real estate services expenses		16,088		21,405		57,065		67,333
Third-party real estate services revenue less expenses	$	973	$	2,537	$	(4,739)	$	2,255

(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.

See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the three and nine months ended September 30, 2024 in the preceding pages under "Results of Operations."

Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. Property revenue is calculated as property rental revenue plus parking revenue. Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as property revenue less property expense. See Note 16 to the financial statements for the reconciliation of net loss attributable to common shareholders to consolidated NOI for the three and nine months ended September 30, 2024 and 2023.

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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 30, 2024		December 31, 2023

		(In thousands)
Variable rate (2)	6.12%	$	724,317	$	608,582
Fixed rate (3)	4.54%		1,104,606		1,189,643
Mortgage loans			1,828,923		1,798,225
Unamortized deferred financing costs and premium/discount, net			(12,767)		(15,211)
Mortgage loans, net		$	1,816,156	$	1,783,014

(1)	Weighted average effective interest rate as of September 30, 2024.

(2)

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

In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S.

Revolving Credit Facility and Term Loans

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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 30, 2024		December 31, 2023

		(In thousands)
Revolving credit facility (2) (3)	6.46%	$	90,000	$	62,000

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			(2,422)		(2,828)
Term loans, net		$	717,578	$	717,172

(1)	Effective interest rate as of September 30, 2024. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2)	As of September 30, 2024, daily SOFR was 4.96%. As of September 30, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $15.7 million and $467,000 were outstanding under our revolving credit facility.

(3)	As of September 30, 2024 and December 31, 2023, excludes $8.0 million and $10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

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

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

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

Common Shares Repurchased

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

Material Cash Requirements

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

●	normal recurring expenses;

●

debt service and principal repayment obligations, including balloon payments on maturing mortgage loans — As of September 30, 2024, we had a $120.9 million non-recourse mortgage loan scheduled to mature in November 2024. In 2025, we have maturities totaling $340.7 million ($307.7 million related to our consolidated entities and $33.0 million related to an unconsolidated real estate venture at our share);

●

capital expenditures, including major renovations, tenant improvements and leasing costs — As of September 30, 2024, we had committed tenant-related obligations totaling $43.3 million ($43.2 million related to our consolidated entities and $126,000 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;

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●	dividends to shareholders and distributions to holders of OP Units and LTIP Units — On October 24, 2024, 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 30, 2024, we had cash and cash equivalents of $137.0 million;

●	cash flows from operations;

●	distributions from real estate ventures;

●	borrowing capacity under our revolving credit facility — As of September 30, 2024, we had $644.3 million of availability under our revolving credit facility;

●	proceeds from financings, asset sales and recapitalizations; and

●	proceeds from the issuance of securities.

During the nine months ended September 30, 2024, 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 Months Ended September 30,
	2024		2023

	(In thousands)
Net cash provided by operating activities	$	87,190	$	114,893
Net cash provided by (used in) investing activities		82,417		(123,240)
Net cash used in financing activities		(199,904)		(96,947)

Cash Flows for the Nine Months Ended September 30, 2024

Cash and cash equivalents, and restricted cash decreased $30.3 million to $170.1 million as of September 30, 2024, compared to $200.4 million as of December 31, 2023. This decrease resulted from $199.9 million of net cash used in financing activities, partially offset by $87.2 million of net cash provided by operating activities and $82.4 million of net cash provided by investing activities. Our outstanding debt was $2.6 billion as of September 30, 2024 and December 31, 2023.

Net cash provided by operating activities of $87.2 million comprised: (i) $99.3 million of net income (before $201.2 million of non-cash items and a $5.1 million loss on the sale of real estate), (ii) $1.7 million of return on capital from unconsolidated real estate ventures and (iii) $13.8 million of net change in operating assets and liabilities. Non-cash income adjustments of $201.2 million primarily include depreciation and amortization expense, share-based compensation expense, impairment loss, deferred rent and amortization of lease incentives.

Net cash provided by investing activities of $82.4 million primarily comprised: (i) $163.9 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) $172.1 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 noncontrolling interests and (vi) $8.7 million of distributions to our redeemable noncontrolling interests, partially offset by (vii) $223.0 million of borrowings under the revolving credit facility and (viii) $112.6 million of borrowings under mortgage loans.

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Unconsolidated Real Estate Ventures

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

As of September 30, 2024, we had investments in unconsolidated real estate ventures totaling $100.7 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.

Commitments and Contingencies

Insurance

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Construction Commitments

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 of development projects. As of September 30, 2024, 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 on that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances, and the liability may be joint and several. The costs of 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 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 use of hazardous substances or generated 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 could result in us incurring liabilities to 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.

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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.

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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 30, 2024						December 31, 2023
			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)	$	724,317		6.12%	$	1,445	$	608,582	6.25%
Fixed rate (2)		1,104,606		4.54%		—		1,189,643	4.78%
	$	1,828,923			$	1,445	$	1,798,225
Revolving credit facility and term loans:
Revolving credit facility (3)	$	90,000		6.46%	$	913	$	62,000	6.83%
Tranche A-1 Term Loan (4)		200,000		5.34%		—		200,000	2.70%
Tranche A-2 Term Loan (4)		400,000		4.20%		—		400,000	3.58%
2023 Term Loan (4)		120,000		5.41%		—		120,000	5.31%
	$	810,000			$	913	$	782,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
Variable rate (1)	$	35,000		5.73%	$	—	$	35,000	5.00%
Fixed rate (2)		33,000		4.13%		—		33,000	4.13%
	$	68,000			$	—	$	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.

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

(3)	As of September 30, 2024, daily SOFR was 4.96%. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(4)

As of September 30, 2024, the outstanding balance was fixed by interest rate swap agreements. As 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 30, 2024 and December 31, 2023, the estimated fair value of our consolidated debt was $2.6 billion and $2.5 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 loss and equity.

As of September 30, 2024 and December 31, 2023, we had interest rate swap and cap agreements with an aggregate notional value of $2.2 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 $15.9 million and $35.6 million as of September 30, 2024 and December 31, 2023, included in "Other assets, net" in our balance sheets, and liabilities totaling $10.6 million and $7.9 million as of September 30, 2024 and December 31, 2023, included in "Other liabilities, net" in our balance sheets.

Non-Designated Derivatives

Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains (losses) recorded in "Interest expense" in our statements of operations. As of September 30, 2024 and December 31, 2023, 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 million and $6.7 million as of September 30, 2024 and December 31, 2023, included in "Other assets, net" in our balance sheets, and liabilities totaling $3.1 million and $6.5 million as of September 30, 2024 and December 31, 2023, included in "Other liabilities, net" in our balance sheets.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024 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

We are, from time to time, involved in 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.

(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
August 1, 2024 - August 31, 2024	2,135,841		16.48	2,135,841		373,862,065
September 1, 2024 - September 30, 2024	55,952		17.85	55,952		372,862,091
Total for the three months ended September 30, 2024	3,089,324		16.23	3,089,324
Total for the nine months ended September 30, 2024	10,773,500		15.61	10,773,500
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. 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 April 24, 2025.

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

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

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

Trading Arrangements

During the three months ended September 30, 2024, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

ITEM 6. EXHIBITS

(a) Exhibit Index


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

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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 29, 2024	/s/ M. Moina Banerjee
		M. Moina Banerjee
		Chief Financial Officer
		(Principal Financial Officer)


		JBG SMITH Properties

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

EX-10.1 2 jbgs-20240930xex10d1.htm EX-10.1

Exhibit 10.1

RETIREMENT AND CONSULTING AGREEMENT

This Retirement and Consulting Agreement (“Agreement”) is entered into as of October 24, 2024 (“Execution Date”), by and between JBG SMITH Properties (the “Company”) and Kevin Reynolds (“the Executive”).

RECITAL

The Executive has given notice to the Company of his desire to retire from full-time employment with the Company. The Company and the Executive desire to enter into this Agreement setting forth the terms and conditions relating to the Executive’s retirement as a full-time employee in the role of Chief Development Officer and his service as a consultant to the Company to provide temporary transitional services.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and the Executive agree as follows:

ARTICLE 1

Employment and Transition

1.1Employment Status. The Executive will continue to serve as the Company’s Chief Development Officer until December 31, 2024 (the “Retirement Date”). On the Retirement Date, the Executive’s employment and position as Chief Development Officer of the Company, as well as any of the Executive’s other roles as an officer, manager, trustee, director and any other role or position with the Company or any of its subsidiaries or affiliates, will terminate, except as set forth in Article 2 of this Agreement. The period beginning on the Execution Date and ending at 5 p.m. East Coast Time on the Retirement Date, or the Executive’s earlier termination of employment, will be referred to in this Agreement as the “Employment Term.”

1.2Position; Duties. During the Employment Term, the Executive shall continue to serve as the Company’s Chief Development Officer with the duties, responsibilities and authority substantially consistent with those the Executive had immediately prior to the Execution Date (except as may be revised by the Chief Executive Officer).

1.3Employment Agreement. During the Employment Term, the terms of the Second Amended and Restated Employment Agreement dated as of February 18, 2021, as amended by the First Amendment dated as of February 14, 2024 (the “Employment Agreement”), shall continue in full force and effect in accordance with the terms thereof, except as modified by the terms of this Agreement.

For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Company retains the right to terminate the Executive prior to the anticipated Retirement Date for any of the reasons set forth in the Employment Agreement, and if the Executive’s employment terminates prior to the Retirement Date, the terms of this Agreement shall be null and void and the Executive’s rights pertaining to any such termination shall be solely those rights set forth in the Employment Agreement and the applicable equity award agreements. For purposes of the Employment Agreement, the Date of Termination, as such term is used in the Employment Agreement, shall be December 31, 2024.

ARTICLE 2

Consulting Engagement

2.1Consulting Status. Upon cessation of the Employment Term, the Executive’s employment shall terminate. Provided the Executive remains in active employment until the Retirement Date, and in consideration for the Executive’s execution, without revocation, and compliance with this Agreement, including the release of claims in Article 5 below, the Executive will become a consultant to the Company under the terms of this Article 2. For the avoidance of doubt, as of the Retirement Date, the Executive shall no longer be treated as an employee of the Company or any of its subsidiaries or affiliates.

2.2Consulting Term. Provided the Executive remains in active employment until the Retirement Date, the Executive’s consulting term under this Agreement will commence immediately following the Retirement Date and will continue until the six-month anniversary of the Retirement Date or such earlier time provided in the following sentence (the “Consulting Term”). Notwithstanding any provision of this Agreement to the contrary, the Consulting Term may be terminated by (i) the Executive, for any reason or no reason, upon at least ten (10) days’ notice, and (ii) the Company for “Cause”, which for the avoidance of doubt, such termination shall be effective immediately upon the Company providing the Executive with written notice, unless such Cause shall be deemed by the Company in its sole discretion to be curable, in which case there shall be a ten (10) day period for which the Executive shall have the ability to remedy the purported Cause. The effective date of the termination of the Consulting Term shall be the “Consulting Cessation Date.” “Cause” for the purposes of this Agreement shall mean a material breach of this Agreement (including, for the avoidance of doubt, a breach of Section 4.1).

2.3Consulting Services. During the Consulting Term, the Executive will be available at reasonable times and in a reasonable manner for up to 32 hours per calendar month to assist with the orderly transfer of his responsibilities as the Company may direct (the “Consulting Services”). The Executive will act in the best interest of the Company at all times and will abide by all policies and decisions made by the Company (as may be applicable to consultants), as well as all applicable foreign, federal, state and local laws, regulations and ordinances.

2.4Independent Contractor Relationship. It is the express intention of the parties that the Executive shall perform the Consulting Services as an independent contractor to the Company (not an employee), and all of the terms and conditions of this Agreement relating to performance of the Consulting Services shall be interpreted in light of that relationship. The Executive will be solely responsible for and pay all taxes under any applicable law in connection with the Company’s payments to the Executive of the Consulting Fee (defined below).

ARTICLE 3

Payments by the Company

3.1During the Employment Term, the Executive will be entitled to the payments and benefits set forth in the Employment Agreement, in accordance with the terms therein as modified by the provisions of this Agreement.

3.2Provided the Executive remains in active employment until the Retirement Date, and in consideration for the Executive’s execution, without revocation, and compliance with this Agreement, including the release of claims in Article 5 below, (i) the Executive will be entitled to a consulting fee of $41,667 per month for each month or portion thereof that the Executive provides the Consulting Services to the Company (the “Consulting Fee”) and (ii) the provision of Consulting Services through April 24, 2025 will serve as the remainder of the Executive’s six (6) month retirement notice period set forth in the Executive’s outstanding equity award agreements such that the retirement provisions of such awards will take effect on April 24, 2025.

3.3Provided the Executive (a) executes the release of claims against the Company and its affiliates in the form attached as Exhibit A to this Agreement (“Release”) on or the day following the Retirement Date and does not timely revoke the Release following such execution, and (b) complies with this Agreement, the Executive will be entitled to the Pro Rata Bonus for calendar year 2024 as set forth in the Employment Agreement (net of applicable taxes), which, for the avoidance of doubt will not be prorated.

3.4Provided the Executive executes the release of claims against the Company and its affiliates in the form attached as Exhibit B on or within one day of the Consulting Cessation Date, then notwithstanding the terms of the Formation Units in JBG SMITH Properties LP (the “Partnership”) granted to the Executive on July 18, 2017, such units will remain convertible into LTIP Units of the Partnership in accordance with the terms of such Formation Units until the tenth anniversary of their grant date.

For the avoidance of doubt, the Executive shall not be granted any equity awards in the Company or the Partnership during the Consulting Term.

ARTICLE 4

Other Terms

4.1Confidential Information, Ownership of Documents; Non-Competition; Non-Solicitation. The terms of Section 11 of the Employment Agreement shall continue in full force and effect during the Consulting Term and thereafter in accordance with the provisions thereof, provided that the two-year non-solicitation term set forth in Section 11(c)(2) of the Employment Agreement shall continue until the second anniversary of the Consulting Cessation Date.

4.2Office/Equipment Support. During the Consulting Term, the Company shall provide access to information technology, communication and hardware as the Company deems reasonably necessary for the Executive to perform services for the Company. Upon the Consulting Cessation Date, the Executive will promptly (1) return to the Company all Company property (e.g. laptops, tablets, mobile devices, equipment, security badge, phone, software, corporate credit card, keys); and (2) return or permanently delete all confidential Company information, including personally deleting or removing any and all Company information from all personal devices and databases and permanently disabling access to any Company repositories, databases or directories.

4.3Participation in Benefit Plans. The Company shall provide the Executive medical insurance coverage that is substantially identical to, at costs substantially identical to, that provided to other senior executives of the Company, which will be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act, for 18 months following the Retirement Date; provided, however, that if the agreement to so provide medical benefits continuation raises any compliance issues or imposition of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to the Executive. The Executive will not participate in any benefit plans of the Company or its affiliates as an employee following the Retirement Date.

4.4Indemnification and D&O Insurance. The indemnification provisions in Section 12 of the Employment Agreement remain in full force and effect in accordance with their terms and will apply to the Executive’s activities as an executive officer and as a consultant. During the Employment Term and Consulting Term, the Executive shall remain as an insured individual under any applicable Company directors’ and officers’ insurance policy as the Company may have in place from time to time to the extent possible under the applicable insurance policy.

4.5Reimbursements. Prior to the termination of the Employment Term and the Consulting Term, the Executive will promptly submit all expense reimbursement requests to the Company.

4.6Code Section 409A. The parties intend that all compensation and benefits provided for under this Agreement shall either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall be paid or provided in accordance with the requirements of Code Section 409A. For purposes of Code Section 409A, each payment made under this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, in no event shall the Company be liable for all or any portion of any penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Code Section 409A.

ARTICLE 5

Release of Claims

5.1Release. In exchange for and in consideration of the payments, benefits, and other commitments described herein, including but not limited to the Executive’s consulting engagement with the Company, as provided by Article 2, and payments as provided in Article 3, the Executive, for himself and for each of his heirs, family members, executors, administrators, agents and assigns, hereby fully releases, acquits and forever discharges the Company and its past and present subsidiaries and affiliates (including without limitation JBG Properties Inc., JBG/Operating Partners L.P., Vornado Realty Trust, and Vornado Realty L.P.), and each of their respective officers, trustees, directors, shareholders, beneficial owners of stock, employees, agents and attorneys, both past and present, from any and all, both past and present, claims, liabilities, causes of action, demands to any rights, damages, costs, attorneys’ fees, expenses and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that the Executive may now have, has ever had, or hereafter may have, including those relating directly or indirectly to his employment with the Company or its subsidiaries and/or his termination of or change in employment that arose prior to and up to the date the Executive executes this Agreement.

The Executive also releases any and all other claims the Executive may have that arose prior to the date of this Agreement and hereby specifically waives and releases all claims, including, but not limited to, those arising under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Equal Pay Act; the Americans With Disabilities Act of 1990; the Rehabilitation Act of 1973; the Age Discrimination in Employment Act; Sections 1981 through 1988 of Title 42 of the United States Code; the Immigration Reform and Control Act; the Workers Adjustment and Retraining Notification Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); the Family and Medical Leave Act; the Employee Retirement Income Security Act; the National Labor Relations Act; the Fair Labor Standards Act; the Genetic Information Nondiscrimination Act (GINA); all as amended, and any and all similar state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, an express or implied employment contract (including the Employment Agreement), covenant of good faith and fair dealing or other statute, contract, breach of fiduciary duty, fraud, misrepresentation, defamation or other theory. Notwithstanding the foregoing, the Executive is not waiving any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding, and nothing in this Agreement prohibits or restricts the Executive (or the Executive’s attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any other federal or state regulatory authority (without providing notice to the Company); however, the Executive hereby disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding, provided that nothing in this Agreement limits the Executive’s right to receive an award for information provided to the SEC or any other agency administering a whistleblower award program, including in accordance with Exchange Act Rule 21F-3. Nothing in this Section 5.1 shall release any rights the Executive may have to benefits vested prior to the date hereof in the Company’s 401(k) plan. This release includes a release of all claims under the Age Discrimination in Employment Act (“ADEA”), and, therefore, pursuant to the requirement of the ADEA, the Executive acknowledges that he has been advised in writing that: (a) this release includes, but is not limited to, all rights or claims arising under the ADEA up to and including the date of execution of this release; (b) the Executive should consult with an attorney before executing this release; (c) the Executive has up to twenty-one (21) days within which to consider this release; (d) the Executive has seven (7) days following execution of this release to revoke this release and this Agreement; and (e) this release of claims under the ADEA shall become effective and enforceable on the eighth day after the Executive signs and delivers this Agreement to the Company’s Chief Legal Officer. Nothing in this release prevents or precludes the Executive from challenging, or seeking a determination in good faith of, the validity of this waiver under the ADEA or the Older Workers’ Benefit Protection Act (nor does it impose any condition precedent, penalties or cost for doing so, unless specifically authorized by federal law), or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission. Further, this Release does not include a release of claims by the Executive for: (1) unemployment insurance; (2) worker’s compensation benefits; (3) state disability compensation; (4) previously vested benefits under any Company-sponsored benefit plans; (5) the right to enforce this Agreement; or (6) any other rights that cannot by law be released by private agreement.

ARTICLE 6

Miscellaneous

6.1Assignment and Transfer. The Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any assignee thereof.

6.2Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Maryland without regard to its conflict of laws principles.

6.3Consideration Period; Effective Date. The Executive understands that this Agreement includes a release covering all legal rights or claims arising or accruing prior to the date this Release is executed, whether those rights or claims are presently known to the Executive or hereafter discovered. The Executive acknowledges and understands that the Executive (a) is provided the twenty one (21) calendar day Consideration Period to consider, execute and return this Agreement to Jennifer Bassett at [***], and (b) has seven (7) calendar days after executing this Agreement to revoke it by providing written notice of revocation to Jennifer Bassett at no later than 11:59 p.m. on the seventh calendar date after Employee signed this Agreement (the "Revocation Period"). The Executive further understands that if the Executive revokes this Agreement it shall be null and void and of no force or effect on either the Executive or the Company. This Agreement is not effective or enforceable until after the Revocation Period expires without revocation.

6.4Entire Agreement. Except as specifically set forth below, this Agreement, together with the Employment Agreement (as modified herein) and the agreements in respect of the Executive’s equity awards in the Partnership (as modified herein) contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.

6.5Amendment. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged.

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

6.6Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. You further agree that if a court of competent jurisdiction determines that any term, provision, covenant or condition of this Agreement or a surviving provision of the Employment Agreement (or portions thereof) is invalid or unenforceable, that any such invalid or unenforceable provision be reformed and enforced to the fullest extent permitted by law.

6.7Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when delivered in person, or sent by certified or registered mail, with postage prepaid, to the Executive’s residence (as noted in the Company’s records), or to the Company’s principal office, as the case may be. Additionally, notice shall be permitted if by email to the Executive at [***] or to Steven Museles at [***].

6.8Resolution of Differences over Breaches of Agreement. The parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Section 4.1 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then, pursuant to the Federal Arbitration Act, such controversy or claim shall be resolved by binding private arbitration in Maryland, in accordance with the rules then applicable of the American Arbitration Association (provided that the Company shall pay the filing fee and all hearing fees, arbitrator expenses and compensation fees, and administrative and other fees associated with any such arbitration), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if Executive is successful in respect of substantially all of Executive’s claims brought and pursued in connection with such contest or dispute. For the avoidance of doubt, nothing herein shall prohibit the Company for seeking injunctive relief for any alleged breach of Section 4.1 of this Agreement. In such an instance, the Company shall be permitted to immediately seek injunctive or provisional relief in a court of competent jurisdiction in the State of Maryland (or in another court of competent jurisdiction if no Maryland court has jurisdiction over the claims).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below.

COMPANY: JBG SMITH Properties, a Maryland real estate investment trust		KEVIN REYNOLDS:
By:	/s/ Steven A. Museles	/s/ Kevin Reynolds
	Name: Steven A. Museles
	Title: Chief Legal Officer and Corporate Secretary

EXHIBIT A

GENERAL RELEASE AND WAIVER OF CLAIMS

GENERAL RELEASE AND WAIVER OF CLAIMS (this “Release”), by Kevin Reynolds (“Executive”) in favor of JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), shareholders, beneficial owners of its stock, its current or former officers, trustees, employees, members, attorneys and agents, and their predecessors (including Vornado Realty Trust, a Maryland real estate investment trust and Vornado Realty L.P., a Delaware limited partnership), and JBG Properties Inc., a Maryland corporation and JBG/Operating Partners, L.P., a Delaware limited partnership), successors and assigns, individually and in their official capacities (together, the “Released Parties”).

WHEREAS, Executive has been employed as Chief Development Officer pursuant to the terms of the Second Amended and Restated Employment Agreement entered into by JBG SMITH Properties and the Executive dated as of February 18, 2021, as further amended by the First Amendment dated as of February 14, 2024 (the “Employment Agreement”);

WHEREAS,Executive retired from employment with the Company, effective as of December 31, 2024 (the “Retirement Date”); and

WHEREAS, Executive is receiving certain payments and benefits from the Company pursuant to the Retirement and Consulting Agreement entered into as of October 24, 2024, by and between the Company and the Executive (the “Retirement and Consulting Agreement”) that are conditioned on the effectiveness of this Release.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:

1.General Release. Executive knowingly and voluntarily waives, terminates, cancels, releases and discharges forever the Released Parties from any and all suits, actions, causes of action, claims, allegations, rights, obligations, liabilities, demands, entitlements or charges (collectively, “Claims”) that Executive (or Executive’s heirs, executors, administrators, successors and assigns) has or may have, whether known, unknown or unforeseen, vested or contingent, by reason of any matter, cause or thing occurring at any time before and including the date of this Release arising under or in connection with Executive’s employment or termination of employment with the Company, including, without limitation: Claims under United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or Claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, including all amendments to any of the aforementioned acts; and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law Claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery, pain and suffering; and punitive or exemplary damages. In addition, in consideration of the provisions of this Release, Executive further agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those Claims that are known or suspected to exist in Executive’s favor as of the Effective Date (as defined below).

2.Surviving Claims. Notwithstanding anything herein to the contrary, this Release shall not:

(i)

release any Claims for payment of amounts payable under the Retirement and Consulting Agreement;

(ii)

release any Claims for employee benefits under plans covered by ERISA to the extent any such Claim may not lawfully be waived or for any payments or benefits under any plans of the Company that have vested in accordance with the terms of such plans;

(iii)

release any Claim that may not lawfully be waived;

(iv)

release any Claim for indemnification and D&O insurance in accordance with the Employment Agreement and with applicable laws and the corporate governance documents of the Company;

(v)

waive Executive’s right to file an administrative charge or participate in an administrative investigation or proceeding (but Executive disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding); or

(vi)

prohibit Executive from reporting possible violations of law or regulation or making other disclosures that are protected under (or claiming any award under) the whistleblower provisions of federal or state law or regulation (including disclosures to the Securities and Exchange Commission, and including in accordance with Exchange Act Rule 21F-3).

3. [Reserved]

4.Acknowledgements by Executive. Executive acknowledges and agrees that Executive has read this Release in its entirety and that this Release is a general release of all known and unknown Claims. Executive further acknowledges and agrees that:

(i)

this Release does not release, waive or discharge any rights or Claims that may arise for actions or omissions after the Effective Date of this Release and Executive acknowledges that he is not releasing, waiving

or discharging any ADEA Claims that may arise after the Effective Date of this Release;

(ii)

Executive is entering into this Release and releasing, waiving and discharging rights or Claims only in exchange for consideration which he is not already entitled to receive;

(iii)

Executive has been advised, and is being advised by the Release, to consult with an attorney before executing this Release; Executive acknowledges that he has consulted with counsel of his choice concerning the terms and conditions of this Release;

(iv)

Executive has been advised, and is being advised by this Release, that he has been given at least 21 days within which to consider the Release, but Executive can execute this Release at any time prior to the expiration of such review period; and

(v)

Executive is aware that this Release shall become null and void if he revokes his agreement to this Release within seven (7) days following the date of execution of this Release. Executive may revoke this Release at any time during such seven-day period by delivering (or causing to be delivered) to the Company written notice of his revocation of this Release no later than 11:59 p.m. Eastern time on the seventh (7th) full day following the date of execution of this Release (the “Effective Date”). Executive agrees and acknowledges that a letter of revocation that is not received by such date and time will be invalid and will not revoke this Release.

5.Cooperation With Investigations and Litigation. Executive agrees, upon the Company’s request, to reasonably cooperate with the Company in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during Executive’s tenure with the Company or its affiliate, including making himself reasonably available to consult with Company’s counsel, to provide information and to give testimony. Company will reimburse Executive for reasonable out-of-pocket expenses Executive incurs in extending such cooperation, so long as Executive provides advance written notice of Executive’s request for reimbursement and provides satisfactory documentation of the expenses. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his or her protected rights in Sections 2 or 4 hereof or restrict or limit the Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry.

6.Non-Disparagement. Executive agrees not to make any defamatory or derogatory statements concerning the Company or any of its affiliates or predecessors and their respective trustees, officers and employees. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his or her protected rights in Sections 2 or 4 hereof or restrict or limit the Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry or in the event of litigation between the Executive and the Company or its affiliates.

7.Governing Law. To the extent not subject to federal law, this Release will be governed by and construed in accordance with the law of the State of Maryland applicable to contracts made and to be performed entirely within that state.

8.Severability. If any provision of this Release should be declared to be unenforceable by any administrative agency or court of law, then remainder of the Release shall remain in full force and effect.

9.Captions; Section Headings. Captions and section headings used herein are for convenience only and are not a part of this Release and shall not be used in construing it.

10.Counterparts; Facsimile Signatures. This Release may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original instrument without the production of any other counterpart. Any signature on this Release, delivered by either party by photographic, facsimile or PDF shall be deemed to be an original signature thereto.

IN WITNESS WHEREOF, Executive has signed this Release on _________ ____, 2024. To be dated on or the day immediately following the Retirement Date.]

COMPANY: JBG SMITH Properties, a Maryland real estate investment trust		KEVIN REYNOLDS:
By:
	Name:
	Title:

Exhibit B

Consulting Agreement Release

In consideration of the benefits set forth in Article 3.4 of the Retirement and Consulting Agreement to which this Exhibit B is attached, Kevin Reynolds hereby reaffirms his release of all claims set forth in Sections 1 - 4 of the Release.

IN WITNESS WHEREOF, Consultant has signed this Release on _________ ____, 2024. [To be dated on or the day immediately following the Consulting Cessation Date.]

COMPANY: JBG SMITH Properties, a Maryland real estate investment trust		KEVIN REYNOLDS:
By:
	Name:
	Title:

EX-31.1 3 jbgs-20240930xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, W. Matthew Kelly, certify that:

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

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

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

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

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

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

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

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

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

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

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


October 29, 2024	/s/ W. Matthew Kelly
	W. Matthew Kelly
		Chief Executive Officer
	(Principal Executive Officer)

EX-31.2 4 jbgs-20240930xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, M. Moina Banerjee, certify that:

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

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

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

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

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

October 29, 2024	/s/ M. Moina Banerjee
	M. Moina Banerjee
		Chief Financial Officer
	(Principal Financial Officer)

EX-32.1 5 jbgs-20240930xex32d1.htm EX-32.1

Exhibit 32.1

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

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of JBG SMITH Properties (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Matthew Kelly, Chief Executive Officer of the Company, and I, M. Moina Banerjee, Chief Financial Officer of the Company, certify, to our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



October 29, 2024		/s/ W. Matthew Kelly
		W. Matthew Kelly
		Chief Executive Officer


October 29, 2024		/s/ M. Moina Banerjee
		M. Moina Banerjee
		Chief Financial Officer