Jbg Smith Proper SEC Filings

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.

JBG SMITH Properties ownership disclosure: The Vanguard Group filed an amendment stating it beneficially owns 0 shares (0%) of JBG SMITH Properties common stock as reported in this Schedule 13G/A. The filing explains an internal realignment effective January 12, 2026 under SEC Release No. 34-39538 that caused certain Vanguard subsidiaries or business divisions to report separately.

The filing lists voting and dispositive powers as 0 (sole and shared). Signature is by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.

JBG SMITH Properties has called its 2026 virtual Annual Meeting for April 30, 2026 at 8:30 a.m. EDT. Shareholders will vote on electing eight trustees, approving an advisory Say-on-Pay resolution, and ratifying Deloitte & Touche LLP as independent auditor for 2026.

The proxy highlights 2025 business actions including selling or recapitalizing $660.3 million of multifamily and land assets, acquiring $61.2 million of office assets, leasing about 723,000 square feet of office space, completing two multifamily towers totaling 775 units, entitling 2.2 million square feet in National Landing, and cutting G&A expenses by roughly 10% for 2025 and over 40% since 2019.

The filing details a pay-for-performance executive compensation program combining salary, annual cash incentives, and time- and performance-based equity, along with robust governance practices such as an independent board majority, active board committees, sustainability and human capital initiatives, share ownership guidelines, and restrictions on insider trading and hedging.

JBG SMITH Properties Chief Accounting Officer Angela Valdes was granted 5,067 LTIP Units on February 13, 2026. These limited partnership units in JBG SMITH Properties LP were awarded at a price of $0.00 per unit under the company’s 2017 Omnibus Share Plan. The LTIP Units vest in four equal 25% installments on each of the first through fourth anniversaries of February 13, 2026, contingent on her continued employment. Once vested and after a two-year period from issuance, the LTIP Units can be converted into operating partnership units and then redeemed, at the company’s option, for either one common share per unit or the cash value of a common share. In connection with the grant, she also received corresponding Class B shares, which carry no economic rights and are not exchange‑listed.

JBG SMITH Properties executive Steven A. Museles converted partnership units into equity through internal derivative conversions. He converted 20,010 LTIP Units in JBG SMITH Properties LP into OP Units and then exchanged 20,010 OP Units into 20,010 common shares, all at a price of $0.00 per unit or share. The company states that no sale or monetization of securities occurred in these transactions. Each OP Unit is redeemable, once vested, for either one common share or the cash value of a common share at the company’s option.

JBG SMITH Properties is a Maryland REIT focused on mixed-use, transit-oriented assets in the Washington, D.C. area, with nearly 80% of its portfolio concentrated in National Landing. As of December 31, 2025, the Operating Portfolio included 39 assets with 6,519 multifamily units and 7.3 million square feet of commercial space, plus a 4.9 million square foot development pipeline.

The company’s strategy centers on “Placemaking,” combining multifamily, office and retail with upgraded public spaces to drive demand and long-term NAV per share growth. Key demand catalysts include Amazon’s headquarters and Virginia Tech’s $1 billion Innovation Campus, alongside substantial public infrastructure investment around National Landing.

Risk factors highlight heavy exposure to office properties amid weak demand, geographic and federal-government concentration, dependence on major tenants (including GSA and Amazon), sizable debt of $2.5 billion, development and environmental risks, cybersecurity threats, regulatory pressures on multifamily rents, and antitrust-related litigation tied to revenue management systems.

JBG SMITH Properties reported fourth-quarter 2025 Core FFO attributable to common shareholders of $9.9 million, or $0.17 per diluted share, and full-year 2025 Core FFO of $38.9 million, or $0.58 per diluted share. The company posted a full-year net loss attributable to common shareholders of $139.1 million, or $2.09 per share, while operating portfolio NOI for 2025 was $256.5 million.

Same Store NOI declined 5.1% for 2025, reflecting softer conditions, particularly in multifamily where Same Store NOI fell 2.4%. The multifamily portfolio ended the year 84.7% leased, and the office portfolio was 77.5% leased. Leverage is elevated, with Net Debt of $2.46 billion and Net Debt to annualized Adjusted EBITDA of 12.5x, though 84.7% of debt is fixed or hedged.

In 2025, JBG SMITH completed $660.3 million of dispositions and recapitalizations at an average cap rate of 4.8% and acquired $61.2 million of office assets at a reported 17.9% capitalization rate. It repurchased 26.8 million shares for $443.1 million at an average price of $16.52, continuing a capital allocation strategy focused on NAV per share and National Landing–centric growth.

JBG SMITH Properties received an amended Schedule 13G/A showing that investment firm Long Pond Capital, its general partner Long Pond Capital GP, LLC, and principal John Khoury beneficially own 4,147,399 common shares, representing 7.01% of the company’s outstanding common stock as of the reported date.

The filing states they have shared power to vote and dispose of all these shares, with no sole voting or dispositive power. Certain funds managed by Long Pond Capital have the right to receive dividends and sale proceeds. The investors certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of JBG SMITH.