STOCK TITAN
  1. Home
  2. Sec-filings
  3. JBGS
  4. [Form 4] JBG SMITH Properties Insider Trading Activity

Director at JBG SMITH (NYSE: JBGS) awarded new LTIP Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CALDWELL PHYLLIS R reported acquisition or exercise transactions in this Form 4 filing.

JBG SMITH Properties director Phyllis R. Caldwell received a grant of 15,435 LTIP Units as equity compensation. These LTIP Units are limited partnership units in JBG SMITH Properties LP that are convertible, after certain tax allocation conditions, into an equal number of Operating Partnership Units.

Each resulting Operating Partnership Unit is redeemable after the two-year anniversary of issuance for either one common share of JBG SMITH Properties, par value $0.01, or the cash value of a common share at the company’s option. Following this award, Caldwell beneficially owns 71,861 LTIP Units. She also holds corresponding Class B shares with no economic rights, which mirror each LTIP Unit and are not listed on an exchange.

Positive

  • None.

Negative

  • None.
Insider CALDWELL PHYLLIS R
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 15,435 $0.00 --
Holdings After Transaction: LTIP Units — 71,861 shares (Direct, null)
Footnotes (1)
  1. The reporting person received a grant of limited partnership units of JBG SMITH Properties LP, JBG SMITH Properties' (the "Issuer's") operating partnership (the "OP"), designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended. These LTIP Units 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 LTIP Units for federal income tax purposes, into an equal number of Operating Partnership Units ("OP Units") in the OP. The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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 LTIP Units issuance. The LTIP Units will be fully vested on the date of grant but may not be sold while the reporting person serves as a trustee, except in certain circumstances. Upon this grant of LTIP Units, the reporting person received corresponding Class B shares of the Issuer, which have no economic rights and are not listed on a stock exchange. For each of the LTIP Units beneficially owned by the reporting person, the reporting person holds a corresponding Class B share, which has no economic rights and is not listed on a stock exchange.
LTIP Units granted 15,435 LTIP Units Grant to director Phyllis R. Caldwell on April 30, 2026
LTIP Units held after grant 71,861 LTIP Units Total beneficially owned by Caldwell following the transaction
Conversion ratio 1 LTIP Unit : 1 OP Unit : 1 common share LTIP Units convertible to OP Units, then redeemable for one common share
Common share par value $0.01 per share Par value of JBG SMITH Properties common shares
Redemption eligibility After two-year anniversary OP Units from LTIP Units redeemable after two years from issuance
LTIP Units financial
"designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
Operating Partnership Units financial
"convertible at the option of the holder ... into an equal number of Operating Partnership Units ("OP Units")"
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
JBG SMITH Properties 2017 Omnibus Share Plan financial
"LTIP Units ... pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended"
Class B shares financial
"the reporting person received corresponding Class B shares of the Issuer, which have no economic rights"
Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
CALDWELL PHYLLIS R
(Last)(First)(Middle)
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
(Street)
BETHESDA MARYLAND 20814
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(1)(2)04/30/2026A15,435 (1) (1)Common Shares15,435(1)71,861(3)D
Explanation of Responses:
1. The reporting person received a grant of limited partnership units of JBG SMITH Properties LP, JBG SMITH Properties' (the "Issuer's") operating partnership (the "OP"), designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended. These LTIP Units 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 LTIP Units for federal income tax purposes, into an equal number of Operating Partnership Units ("OP Units") in the OP. The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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 LTIP Units issuance. The LTIP Units will be fully vested on the date of grant but may not be sold while the reporting person serves as a trustee, except in certain circumstances.
2. Upon this grant of LTIP Units, the reporting person received corresponding Class B shares of the Issuer, which have no economic rights and are not listed on a stock exchange.
3. For each of the LTIP Units beneficially owned by the reporting person, the reporting person holds a corresponding Class B share, which has no economic rights and is not listed on a stock exchange.
/s/ Steven A. Museles, attorney-in-fact05/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did JBG SMITH (JBGS) report for Phyllis R. Caldwell?

JBG SMITH reported that director Phyllis R. Caldwell received a grant of 15,435 LTIP Units. These limited partnership units function as equity compensation and can later convert into Operating Partnership Units, which are redeemable for common shares or cash at the company’s option.

How many LTIP Units does Phyllis R. Caldwell hold in JBG SMITH (JBGS) after this grant?

After the grant, Phyllis R. Caldwell beneficially owns 71,861 LTIP Units. This total reflects her new award of 15,435 LTIP Units added to her prior holdings, giving a clearer picture of her overall equity-linked position with JBG SMITH Properties.

What are LTIP Units in JBG SMITH (JBGS) and how do they work?

LTIP Units are limited partnership units in JBG SMITH Properties LP granted under the 2017 Omnibus Share Plan. After satisfying minimum tax allocation conditions, they may be converted into Operating Partnership Units, which are redeemable for one common share or its cash value per unit at the issuer’s option.

When can the LTIP Units granted to Phyllis R. Caldwell be redeemed for JBG SMITH (JBGS) common shares?

The LTIP Units become redeemable after their conversion into Operating Partnership Units and after the two-year anniversary of the LTIP Units’ issuance. At that time, each Operating Partnership Unit can be redeemed for one common share or its cash value, at the company’s discretion.

Do the Class B shares issued with LTIP Units in JBG SMITH (JBGS) have economic rights?

The corresponding Class B shares issued with each LTIP Unit have no economic rights and are not listed on any stock exchange. They match the number of LTIP Units held and are structured to correspond to those partnership units rather than functioning as tradable, value-bearing securities.

Are the LTIP Units granted to Phyllis R. Caldwell in JBG SMITH (JBGS) immediately vested or subject to vesting schedules?

The LTIP Units granted to Phyllis R. Caldwell are fully vested on the grant date. However, they generally may not be sold while she serves as a trustee, except in certain specified circumstances, which creates a holding restriction despite full vesting at grant.