JBG SMITH Properties (NYSE: JBGS) CIO discloses new AO LTIP and LTIP awards

Rhea-AI Filing Summary

JBG SMITH Properties' Chief Investment Officer reported several complex equity awards and a revision to prior grants. On January 2, 2026, he received 59,259 Class AO LTIP Units with a participation threshold of $18.37 per unit under the 2017 Omnibus Share Plan. Once performance conditions over a three-year period beginning January 2, 2026 are met and units vest, these AO LTIPs can convert into LTIP Units and then into OP Units redeemable for Common Shares or cash at the issuer’s option.

He also received multiple LTIP Unit grants, including 47,024, 125,000, 100,000 and 61,046 LTIP Units, with service-based vesting over three to four years and, for certain awards, share price performance hurdles between $20.00 and $28.00 sustained for 60 trading days. The filing notes that some AO LTIPs granted in January 2022 were forfeited based on performance conditions and that his 2025 cash bonus was taken entirely as fully vested LTIPs, subject to forfeiture if 2025 performance targets are not achieved. Following these transactions, he beneficially owned 869,506 LTIP Units as derivative securities.

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^*

Xanders George Laucks

(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 Investment 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		59,259		(1)(2)	(1)(2)	Common Shares	59,259(1)(2)	(1)(2)	574,064(3)	D
LTIP Units	(4)(5)(6)	01/02/2026		A		47,024		(4)(5)	(4)(5)	Common Shares	47,024	(4)(5)	583,460(7)	D
LTIP Units	(8)(9)(10)(6)	01/02/2026		A		125,000		(8)(9)(10)	(8)(9)(10)	Common Shares	125,000	(8)(9)(10)	708,460(7)	D
LTIP Units	(8)(5)(6)	01/02/2026		A		100,000		(8)(5)	(8)(5)	Common Shares	100,000	(8)(5)	808,460(7)	D
LTIP Units	(11)(12)(6)	01/02/2026		A		61,046		(11)(12)	(11)(12)	Common Shares	61,046	(11)(12)	869,506(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.

11. The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs are a class of units in the OP that 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.

12. These LTIPs were issued pursuant to the reporting person's election with the Issuer to receive the entirety of his cash bonus payable for 2025 in the form of fully vested LTIPs. These LTIPs were granted based on assumed performance under the Company's 2025 Short Term Incentive Compensation Plan. Pursuant to the terms of the award agreement, any LTIPs not actually earned based on the actual results for the 2025 calendar year will be forfeited.

	/s/ Steven A. Museles, attorney-in-fact	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

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

The Form 4 reports that JBG SMITH Properties' Chief Investment Officer received new grants of Class AO LTIP Units and multiple LTIP Units on January 2, 2026 under the company’s 2017 Omnibus Share Plan, and updates the total number of similar awards he beneficially owns.

How many AO LTIP Units did the JBG SMITH CIO receive and how do they work?

The reporting person received 59,259 Class AO LTIP Units with a participation threshold of $18.37 per unit. Once vested and subject to performance conditions, each AO LTIP can convert into LTIP Units based on the excess of the Common Share value over $18.37, and those LTIPs can later convert into OP Units redeemable for one Common Share or its cash value per OP Unit at the issuer’s option.

What LTIP Unit grants were reported for the JBG SMITH CIO?

The filing shows several LTIP Unit grants, including 47,024, 125,000, 100,000 and 61,046 LTIP Units. These units are convertible, once vested and subject to tax-related capital account conditions, into OP Units redeemable for one Common Share or the cash value of a Common Share at the issuer’s option after a two-year anniversary of issuance.

What are the vesting and performance conditions on the new JBG SMITH equity awards?

The AO LTIPs may be earned or forfeited based on performance over a three-year period commencing January 2, 2026 and, if earned, vest 50% on the third and 50% on the fourth anniversary of grant, subject to continued employment. Certain LTIP Units tie vesting to share price hurdles of $20.00, $22.00, $24.00, $26.00 and $28.00 achieved for a consecutive 60-trading day period, with potential vesting up to the sixth anniversary of grant.

How did the JBG SMITH CIO’s 2025 cash bonus affect the LTIP grants?

The filing states that 61,046 LTIPs were issued because the reporting person elected to receive the entirety of his 2025 cash bonus in the form of fully vested LTIPs. These LTIPs were granted based on assumed performance under the 2025 Short Term Incentive Compensation Plan, and any portion not actually earned based on 2025 results will be forfeited.

What change was made to the CIO’s previously granted AO LTIP Units at JBG SMITH?

According to the disclosure, the total number of AO LTIPs was revised because certain AO LTIPs granted in January 2022 were forfeited based on performance conditions in the applicable award agreement.

How many LTIP Units does the JBG SMITH CIO beneficially own after these grants?

After the reported transactions, the reporting person beneficially owned 869,506 LTIP Units as derivative securities. For each LTIP Unit beneficially owned, he holds a corresponding Class B share, which has no economic rights and is not listed on a stock exchange.