JBG SMITH (JBGS) discloses new AO LTIP and LTIP equity awards to CLO

Rhea-AI Filing Summary

JBG SMITH Properties reported new equity-based awards to its Chief Legal Officer and Corporate Secretary, Steven A. Museles, effective January 2, 2026. The filing shows a grant of 44,259 Class AO LTIP Units with a participation threshold of $18.37 per unit, which function similarly to net-exercise stock options under the company’s 2017 Omnibus Share Plan.

Once vested and subject to tax-related conditions, these AO LTIP Units can convert into LTIP Units, then into operating partnership units that are redeemable for an equal number of common shares or cash at the company’s option. Additional grants of LTIP Units totaling 35,121, 32,500, and 50,000 units were also reported, with time- and performance-based vesting schedules running over multi-year periods tied to continued employment and share-price hurdles between $20.00 and $28.00.

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^*

MUSELES STEVEN A

(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 Legal Off. & Corp Secy

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		44,259		(1)(2)	(1)(2)	Common Shares	44,259(1)(2)	(1)(2)	458,142(3)	D
LTIP Units	(4)(5)(6)	01/02/2026		A		35,121		(4)(5)	(4)(5)	Common Shares	35,121	(4)(5)	260,656(7)	D
LTIP Units	(8)(9)(10)(6)	01/02/2026		A		32,500		(8)(9)(10)	(8)(9)(10)	Common Shares	32,500	(8)(9)(10)	293,156(7)	D
LTIP Units	(8)(5)(6)	01/02/2026		A		50,000		(8)(5)	(8)(5)	Common Shares	50,000	(8)(5)	343,156(7)	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 total number of AO LTIPs has been revised to reflect that certain AO LTIPs, originally granted in January 2022, were forfeited based on performance conditions set forth in the award agreement.

4. 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.

5. 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.

6. 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.

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

8. 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.

9. 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]

10. [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	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did JBGS report for its Chief Legal Officer on January 2, 2026?

The company reported that its Chief Legal Officer, Steven A. Museles, received new equity-based awards on January 2, 2026, including Class AO LTIP Units and LTIP Units granted under the JBG SMITH Properties 2017 Omnibus Share Plan.

How many AO LTIP Units were granted to the JBGS executive and at what threshold value?

The reporting person received 44,259 Class AO LTIP Units, which are convertible based on the excess of the common share value over a $18.37 participation threshold per AO LTIP.

What additional LTIP Unit grants were disclosed in the JBGS Form 4 filing?

The filing discloses grants of LTIP Units in amounts of 35,121, 32,500, and 50,000 units, each issued on January 2, 2026 under the company’s Omnibus Share Plan.

How do the AO LTIP Units reported by JBGS convert into common shares?

Once vested, AO LTIP Units can convert into LTIP Units, and those LTIP Units can then convert into operating partnership units, which are redeemable by the holder for one common share per OP Unit or the cash value of a common share at JBG SMITH’s option, subject to tax allocation conditions and holding periods.

What performance conditions affect the AO LTIP and LTIP awards at JBGS?

A portion of the AO LTIPs and certain LTIP Units may be earned or forfeited based on JBG SMITH’s achievement of specified performance conditions, including share-price hurdles at $20.00, $22.00, $24.00, $26.00 and $28.00 over multi-year performance periods.

What is the vesting schedule for the LTIP Units granted by JBGS on January 2, 2026?

One LTIP grant vests 25% on each of the first through fourth anniversaries of January 2, 2026, while other LTIP Units can vest up to 50% on the third anniversary and up to an additional 50% on the fourth anniversary, in each case generally requiring continued employment.