JBG SMITH (JBGS) director awarded 18,036 LTIP Units linked to common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JBG SMITH Properties director William J. Mulrow received a grant of 18,036 LTIP Units in JBG SMITH Properties LP, the company’s operating partnership, as equity compensation. Following this award, he beneficially owns 87,230 LTIP Units.

The LTIP Units are fully vested on the grant date and can be converted, once certain tax-related capital account conditions are met, into an equal number of Operating Partnership Units. After the two-year anniversary of issuance, each resulting OP Unit is redeemable, at the company’s option, for either one common share with a $0.01 par value or the cash value of one common share. For each LTIP Unit, Mulrow also holds a corresponding Class B share that carries no economic rights and is not exchange-listed.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MULROW WILLIAM J

Role null

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	18,036	$0.00	--

Holdings After Transaction: LTIP Units — 87,230 shares (Direct, null)

Footnotes (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.

Key Figures

LTIP Units granted: 18,036 units Total LTIP Units held: 87,230 units Common share par value: $0.01 per share +2 more

5 metrics

LTIP Units granted 18,036 units Award of LTIP Units on grant date

Total LTIP Units held 87,230 units Beneficial ownership after the transaction

Common share par value $0.01 per share Par value of JBG SMITH common share redeemable for each OP Unit

Redemption waiting period Two years Redemption for common shares or cash after two-year anniversary of issuance

Underlying common shares 18,036 shares Each of 18,036 LTIP Units corresponds to one common share via OP Units

Key Terms

LTIP Units, Operating Partnership Units, Class B shares, 2017 Omnibus Share Plan

4 terms

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.

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 →

05/01/2026 - 05:08 PM

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^*

MULROW WILLIAM J

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽¹⁾⁽²⁾	04/30/2026		A		18,036		⁽¹⁾	⁽¹⁾	Common Shares	18,036	⁽¹⁾	87,230⁽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-fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did JBG SMITH (JBGS) director William J. Mulrow receive in this Form 4?

He received a grant of 18,036 LTIP Units in JBG SMITH Properties LP as equity compensation. These units are tied to JBG SMITH common shares through a multi-step conversion and redemption structure, subject to tax-related capital account conditions and a two-year holding period.

How many LTIP Units does William J. Mulrow hold after this JBG SMITH (JBGS) grant?

After the grant, Mulrow beneficially owns 87,230 LTIP Units in the operating partnership. This total reflects the newly awarded 18,036 LTIP Units plus his existing holdings, giving a clearer picture of his overall equity-linked position with JBG SMITH.

How can the LTIP Units reported for JBG SMITH (JBGS) eventually convert into common shares?

Each LTIP Unit can convert, once minimum capital account allocations are met, into one Operating Partnership Unit. After the two-year anniversary of issuance, each OP Unit may be redeemed for one JBG SMITH common share or its cash value, at the company’s option.

Are the LTIP Units granted in this JBG SMITH (JBGS) Form 4 immediately saleable by the director?

The LTIP Units are fully vested on the grant date but generally may not be sold while Mulrow serves as a trustee, except in specified circumstances. This structure links his compensation to long-term ownership rather than short-term trading of the underlying interests.

What are the Class B shares mentioned in the JBG SMITH (JBGS) Form 4 footnotes?

For each LTIP Unit, Mulrow holds a corresponding Class B share of JBG SMITH. These Class B shares have no economic rights and are not listed on any stock exchange, serving primarily as a structural counterpart to the partnership LTIP Units.

When can the LTIP Units tied to JBG SMITH (JBGS) be redeemed for common shares or cash?

After the two-year anniversary of the LTIP Units’ issuance, each resulting Operating Partnership Unit can be redeemed for either one common share or the cash value of a common share. The choice between shares or cash rests with JBG SMITH, not the holder.