[Form 4] JBG SMITH Properties Insider Trading Activity

Rhea-AI Filing Summary

Terreno Realty Corporation (TRNO) filed a Form S-8 to register shares for its new 2025 Equity Incentive Plan. The filing covers up to 2,686,616 shares of common stock: 2,000,000 newly authorized shares, 248,109 shares remaining from the 2019 plan, and 438,507 shares subject to possible recycling if prior awards are forfeited or cancelled. Shareholders approved the plan on 6 May 2025.

The S-8 is strictly a registration document—no new capital is raised today. It enables the company to issue equity awards to employees, directors and other service providers, aligning compensation with shareholder value but creating potential dilution when awards vest or options are exercised.

The filing also restates the company’s robust indemnification framework under Maryland law and lists customary exhibits, including the plan document, legal opinion and auditor consent. No financial statements or earnings data are included, and there are no changes to corporate structure or material transactions beyond share registration.

Insights

Securities Analyst

TL;DR: Routine S-8 registers ~2.7 M shares for incentives; modest dilution risk, positive for talent retention, immaterial to near-term cash flow.

The S-8 merely registers shares already approved by shareholders. At roughly three million shares, potential dilution appears limited relative to TRNO’s historical share count. Because incentives are critical for REIT talent retention, the plan supports long-term alignment without immediate earnings impact. Investors should monitor burn rate and future equity issuance under the plan, but the filing itself has neutral valuation impact.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
07/31/2025

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
Common Shares	07/31/2025		S		5,600	D	$21.57(1)	2,750	D

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.48 to $21.66, inclusive. The reporting person undertakes to provide to JBG SMITH Properties, any security holder of JBG SMITH Properties, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

	/s/ Steven A. Museles, attorney-in-fact	08/01/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many shares does TRNO register under the 2025 Equity Incentive Plan?

2,686,616 shares of common stock, including new and carry-over amounts.

When did Terreno Realty Corporation shareholders approve the new equity plan?

The plan was approved on May 6, 2025 at the company’s Annual Meeting.

Does the Form S-8 raise new capital for TRNO?

No. A Form S-8 only registers shares for employee awards; it does not generate immediate cash proceeds.

What is the potential impact of the filing on TRNO share dilution?

Dilution will occur only as awards vest or options are exercised; magnitude depends on future grant practices.

Which law firm issued the legal opinion for the registration?

Paul Hastings LLP provided the opinion filed as Exhibit 5.1.