JBG SMITH (JBGS) CAO receives AO LTIP and LTIP unit grants

Rhea-AI Filing Summary

JBG SMITH Properties reported an equity compensation grant to its Chief Accounting Officer in the form of partnership-based awards tied to the company’s operating partnership. On January 2, 2026, the officer received 10,185 Class AO LTIP Units at a participation threshold of $18.37 per unit and 7,092 LTIP Units under the JBG SMITH Properties 2017 Omnibus Share Plan.

AO LTIP Units function like net-exercise stock options: once vested, they can convert into LTIP Units based on the increase in the value of a common share above $18.37 as of conversion. Vested LTIP Units can then convert into operating partnership units that are redeemable, at the company’s option, for either one common share per unit or the cash value of a common share after a two-year anniversary. A portion of the AO LTIPs is performance-based over a three-year period starting January 2, 2026, with earned units vesting 50% on the third and 50% on the fourth anniversary, while the LTIPs vest 25% annually over four years, all subject to continued employment.

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^*

Valdes Angela

(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 Accounting 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		10,185		(1)(2)	(1)(2)	Common Shares	10,185	(1)(2)	10,185	D
LTIP Units	(3)(4)(5)	01/02/2026		A		7,092		(3)(4)	(3)(4)	Common Shares	7,092	(3)(4)	109,900(6)	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 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.

4. 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.

5. 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.

6. For each of the LTIPs beneficially owned by the reporting person, the reporting person holds a corresponding Class B share.

	/s/ Steven A. Museles, attorney-in-fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The company disclosed that its Chief Accounting Officer received equity-based awards in the form of Class AO LTIP Units and LTIP Units in its operating partnership under the 2017 Omnibus Share Plan.

How many AO LTIP Units and LTIP Units were granted to the JBG SMITH (JBGS) officer?

The officer received 10,185 Class AO LTIP Units with a participation threshold of $18.37 per unit and 7,092 LTIP Units, all granted on January 2, 2026.

How do the AO LTIP Units at JBG SMITH (JBGS) work?

AO LTIP Units are similar to net-exercise stock options. Once vested, they can convert into LTIP Units based on the excess of the value of a common share over $18.37 at conversion, relative to the share value at that time.

What can LTIP Units at JBG SMITH (JBGS) be converted into?

If vested and subject to tax allocation conditions, LTIP Units can be converted into operating partnership units, which are redeemable by the holder for either one common share per unit or the cash value of a common share, at the company’s option, after a two-year anniversary of issuance.

What are the vesting terms for the JBG SMITH (JBGS) AO LTIPs and LTIPs granted on January 2, 2026?

A portion of the AO LTIPs may be earned based on performance over a three-year period starting January 2, 2026, and any earned AO LTIPs vest 50% on the third anniversary and 50% on the fourth. The LTIPs vest 25% on each of the first through fourth anniversaries of January 2, 2026, in each case subject to continued employment.

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

Upon the LTIP grants, the officer received corresponding Class B shares of the issuer, which have no economic rights, are not listed on a stock exchange, and correspond one-for-one with each LTIP beneficially owned.