JBG SMITH Properties (NYSE: JBGS) Chief Strategy Officer receives LTIP grants

Rhea-AI Filing Summary

JBG SMITH Properties reported new equity-based awards to its Chief Strategy Officer. On January 2, 2026, the executive received 31,481 Class AO LTIP Units with a participation threshold of $18.37 per unit. Once vested and if the company’s common share price exceeds that threshold, these AO LTIPs can convert into LTIP Units, and later into operating partnership units redeemable for either one common share or cash per unit.

The executive also received several grants of LTIP Units, including 24,981, 65,000 and 60,000 units, under the company’s omnibus share plan. Some LTIPs vest 25% per year over four years starting January 2, 2026, while others are earned and vest based on multi-year performance conditions, including share price hurdles at $20.00, $22.00, $24.00, $26.00 and $28.00 over a period that can extend up to the sixth anniversary of the grant. Vesting is generally contingent on the executive’s continued employment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Regan-Levine Evan

(Last) (First) (Middle)

C/O JBG SMITH PROPERTIES

4747 BETHESDA AVENUE, SUITE 200

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
AO LTIP	$18.37(1)(2)	01/02/2026		A		31,481		(1)(2)	(1)(2)	Common Shares	31,481(1)(2)	(1)(2)	59,362	D
LTIP Units	(3)(4)(5)	01/02/2026		A		24,981		(3)(4)	(3)(4)	Common Shares	24,981	(3)(4)	148,307(6)	D
LTIP Units	(7)(8)(9)(5)	01/02/2026		A		65,000		(7)(8)(9)	(7)(8)(9)	Common Shares	65,000	(7)(8)(9)	213,307(6)	D
LTIP Units	(7)(4)(5)	01/02/2026		A		60,000		(7)(4)	(7)(4)	Common Shares	60,000	(7)(4)	273,307(6)	D

Explanation of Responses:

1. The reporting person received a grant of limited partnership units in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties' (the "Issuer's") operating partnership, designated as Class AO LTIP Units ("AO LTIPs"), pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended (the "Omnibus Plan"). AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units in the OP, designated as LTIP Units ("LTIPs"), determined by multiplying the number of vested AO LTIPs by the quotient of (i) the excess of the value of a common share of the Issuer, par value $0.01 (a "Common Share") as of the date of the conversion over $18.37 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIPs into which AO LTIPs have been converted are further convertible, [footnote continued]

2. [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. federal income tax purposes, into an equal number of operating partnership units in the OP ("OP Units"). The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two year anniversary of the issuance of the AO LTIP. A portion of these AO LTIPs may be earned or forfeited based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing January 2, 2026. To the extent earned, the AO LTIPs will vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. Vesting of the AO LTIPs is generally contingent on the reporting person's continued employment with the Issuer.

3. The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs are a class of units in the OP that, if vested and, subject to limited exceptions, following completion of a three-year post-vesting period, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIPs for federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two-year anniversary of the LTIPs issuance.

4. The LTIPs vest 25% on each of the first through fourth anniversaries of January 2, 2026, subject to the reporting person's continued employment through each vesting date.

5. Upon these grants of LTIPs, the reporting person received corresponding Class B shares of the Issuer, which have no economic rights and are not listed on a stock exchange.

6. For each of the LTIPs beneficially owned by the reporting person, the reporting person holds a corresponding Class B share.

7. The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs are a class of units in the OP that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIPs for federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two-year anniversary of the LTIPs issuance.

8. These LTIP Units, or a portion thereof, may become earned based on the Issuer's achievement of certain performance conditions over a performance period commencing on the first anniversary of the grant and ending on the sixth anniversary of the grant. The LTIP units may be incrementally earned upon achievement of the following hurdle levels: 20% of the total number of LTIP Units can be earned on each date prior to the sixth anniversary of grant that the Issuer's shares achieve a closing price of $20.00, $22.00, $24.00, $26.00 and $28.00, respectively, for a consecutive 60-trading day period. To the extent earned, the LTIP Units will vest up to 50% on the third anniversary of grant and up to an additional 50% on the fourth anniversary of grant. [footnote continued]

9. [Continued from footnote] If the performance hurdle levels are not fully attained by the fourth anniversary of the date of grant, the LTIP Units will be eligible to vest following the fourth anniversary of the date of grant and up to the sixth anniversary of the date of grant as hurdle levels are attained. Vesting of the LTIP Units is generally contingent on the reporting person's continued employment with the Issuer.

	/s/ Steven A. Museles, attorney-in-fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did JBG SMITH Properties (JBGS) disclose in this Form 4?

JBG SMITH Properties disclosed that its Chief Strategy Officer received new equity-based awards, including Class AO LTIP Units and multiple LTIP Unit grants, under the company’s 2017 Omnibus Share Plan.

Who is the reporting person in this JBG SMITH (JBGS) Form 4 filing?

The reporting person is an officer of JBG SMITH Properties, serving as the company’s Chief Strategy Officer, filing individually as one reporting person.

What are the key details of the AO LTIP Units granted by JBGS?

The Chief Strategy Officer received 31,481 Class AO LTIP Units with a participation threshold of $18.37 per unit. Once vested, and if the common share price exceeds that threshold, these units can convert into LTIP Units and ultimately into operating partnership units redeemable for common shares or cash.

What LTIP Unit grants did the JBGS Chief Strategy Officer receive?

The executive received several LTIP Unit grants, including 24,981, 65,000 and 60,000 LTIP Units. These units relate to the operating partnership and can eventually be converted into operating partnership units and then into one common share or the cash value of a share per unit at the company’s option.

How do the JBG SMITH (JBGS) LTIP Units vest for the Chief Strategy Officer?

Certain LTIP Units vest 25% on each of the first through fourth anniversaries of January 2, 2026, subject to continued employment. Other LTIPs are performance-based, with up to 50% vesting on the third anniversary and up to an additional 50% on the fourth anniversary if specified performance conditions are met.

What performance conditions apply to the performance-based LTIP Units at JBGS?

Some LTIP Units may be earned based on JBG SMITH’s share price reaching closing prices of $20.00, $22.00, $24.00, $26.00 and $28.00 for consecutive 60-trading-day periods. Up to 20% of the LTIP Units can be earned at each hurdle, with an earning and vesting period that can extend to the sixth anniversary of the grant.

Do the JBGS LTIP and AO LTIP awards depend on continued employment?

Yes. The vesting of both the AO LTIP Units and the LTIP Units described is generally contingent on the reporting person’s continued employment with JBG SMITH Properties through the relevant vesting dates.