JBG SMITH (NYSE: JBGS) CEO receives new AO LTIP and LTIP awards

Rhea-AI Filing Summary

JBG SMITH Properties reported a new set of equity awards for its Chief Executive Officer, who is also a director, on January 2, 2026. The CEO received 259,259 AO LTIP Units with a participation threshold of $18.37 per unit, which function like net-exercise options and can ultimately convert into operating partnership units and then into one common share or cash per unit at the company’s option, once vested and tax conditions are met.

In addition, the CEO received several classes of LTIP Units, including grants of 205,731, 218,750, 175,000 and 91,569 units under the 2017 Omnibus Share Plan. Some awards vest annually over four years, while others depend on performance hurdles such as the share price reaching $20.00 to $28.00 for a consecutive 60-trading-day period. One LTIP grant represents the CEO’s election to take his entire 2025 cash bonus in fully vested LTIPs, which may be forfeited if 2025 performance targets are not achieved.

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

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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^*

Kelly William Matthew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		259,259		(1)(2)	(1)(2)	Common Shares	259,259(1)(2)	(1)(2)	2,787,793(3)	D
LTIP Units	(4)(5)(6)	01/02/2026		A		205,731		(4)(5)	(4)(5)	Common Shares	205,731	(4)(5)	2,158,273(7)	D
LTIP Units	(8)(9)(10)(6)	01/02/2026		A		218,750		(8)(9)(10)	(8)(9)(10)	Common Shares	218,750	(8)(9)(10)	2,377,023(7)	D
LTIP Units	(8)(5)(6)	01/02/2026		A		175,000		(8)(5)	(8)(5)	Common Shares	175,000	(8)(5)	2,552,023(7)	D
LTIP Units	(11)(12)(6)	01/02/2026		A		91,569		(11)(12)	(11)(12)	Common Shares	91,569	(11)(12)	2,643,592(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 filing shows that JBG SMITH’s Chief Executive Officer and director received new equity awards on January 2, 2026, including AO LTIP Units and multiple grants of LTIP Units under the 2017 Omnibus Share Plan.

How many AO LTIP Units did the JBG SMITH CEO receive and at what threshold?

The CEO received 259,259 AO LTIP Units with a participation threshold of $18.37 per AO LTIP. Once vested and converted, these can ultimately be redeemed for one common share or its cash value per operating partnership unit at the company’s option.

What LTIP Unit grants are reported for the JBG SMITH CEO?

The report lists several LTIP grants to the CEO, including awards of 205,731, 218,750, 175,000 and 91,569 LTIP Units. These units can convert, after vesting and meeting tax allocation conditions, into operating partnership units that are redeemable for one common share or cash per unit at the issuer’s option.

What performance and vesting conditions apply to JBG SMITH’s LTIP awards?

Some LTIPs may be earned based on performance conditions over a period starting on the first anniversary of grant and ending on the sixth anniversary. Up to 20% of the total LTIP Units can be earned when the share price reaches each of $20.00, $22.00, $24.00, $26.00 and $28.00 for a consecutive 60-trading-day period. Certain LTIPs vest up to 50% on the third anniversary and up to an additional 50% on the fourth anniversary, generally contingent on continued employment.

How is the JBG SMITH CEO’s 2025 bonus treated in this Form 4?

The filing states that one LTIP grant was issued because the CEO elected to receive his entire 2025 cash bonus in the form of fully vested LTIP Units. These LTIPs were granted based on assumed performance under the 2025 Short Term Incentive Compensation Plan, and any units not actually earned based on 2025 results will be forfeited.

Did the Form 4 mention any changes to prior AO LTIP grants at JBG SMITH?

Yes. The total number of AO LTIPs was revised to reflect that certain AO LTIPs originally granted in January 2022 were forfeited based on the performance conditions in the applicable award agreement.