JBGS 10-K & 10-Q changes, risk factors and insider trading

A material portion of our portfolio comprises office assets, which, due to the continued prevalence of work-from-home policies and practices, have generally experienced a decrease in demand and may experience a further decrease in demand as some tenants do not renew leases as they expire or renew space with a smaller footprint, which could have a material adverse effect on us. Additionally, in the current climate where office assets are near cyclical lows with limited liquidity, we intend to focus in the near term on sourcing liquidity through the sale of multifamily assets, which would result in our office assets comprising a larger portion of our portfolio. Demand for office space in the Washington, D.C. metropolitan area and nationwide, including in our portfolio, has remained relatively low and may continue to decline due to increased usage of teleworking arrangements and more flexible work-from-anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g. certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting, including by the federal government, which could lead to continued lower office occupancy (as of December 31, 2024,2025, 13.5%9.9% of our commercialoffice and retail leases at our share, based on square footage, were scheduled to expire in 20252026 or had month-to-month terms, and 4.4%14.3% were scheduled to expire in 20262027), and new leasing has been slow to recover and may continue to lag due to delayed return-to-office plans and decision-making related to future office utilization.

We are particularly susceptible to adverse economic or other conditions in the Washington D.C. metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns,slowdowns and actual or anticipated federal government shutdowns, the decreases in size of the federal government, including recent and any future actual or anticipated efforts of the federal government to reduce government spending, uncertainties related to federal elections, relocations of businesses or federal agencies and functions, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, military activity or law enforcement presence, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which have and may in the future continue to have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio. For example, we have observed a decrease in demand for our multifamily operating portfolio, which is mirrored by the broader Washington D.C. metropolitan area, resulting from a weaker job market, driven by losses in the federal government, which lost 52,400 jobs from November 2024 to November of 2025.

Additionally, acts of violence, including terrorist attacks in the Washington, D.C. metropolitan area could directly or indirectly damage our assets, both physically and financially, or cause losses that materially exceed our insurance coverage. Properties that are occupied by federal government tenants may be more likely to be the target of a future attack. Moreover, the same risks that apply to the Washington, D.C. metropolitan area as a whole also apply to the individual submarkets where our assets are located. National Landing makes up approximatelyalmost 75%80.0% of our portfolio based on square footage at our share, and we expect that percentage to increase in the coming years. Any adverse economic or other conditions in the Washington, D.C. metropolitan area and our submarkets, especially National Landing, or any decrease in demand for multifamily, office or retail assets could have a material adverse effect on us.

Any curtailment of federal government spending, whether due to a change of presidential administration or control of Congress, federal government sequestrations, furloughs or shutdowns, a slowdown of the U.S. and/or global economy, any change in federal government agencies work-from-home policies or uses of office space, relocation of federal agencies and functions, or other factors, could have an adverse impact on real estate values and property development in the Washington, D.C. metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government. ForIn instance,January certain2025, the current presidential administration announced an executive order establishing DOGE to reform federal government processes and reduce expenditures. A significant portion of our GSAleases are with tenants havethat reducedare federal government contractors or defense-related companies. These tenants rely heavily on continued federal government spending and contract awards. Any reduction in federal government budgets, changes in procurement policies, or cost-cutting measures—particularly those affecting defense or related programs—could negatively impact the financial condition of these tenants, which could result in these tenants seeking to renegotiate lease terms, failing to renew leases, or defaulting on their leasedobligations. squareThe footage.U.S. federal government has and may continue to implement initiatives focused on efficiencies, affordability and cost reductions, such as those pursued by DOGE, which may negatively impact our current leases with tenants that are with government entities, and/or negatively impact our tenants including government entities, government contractors and/or government employees and related demand for our residential and commercial real estate portfolio. Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us.

The impact of Amazon's headquarters in National Landing is difficult to forecast and quantify and may differ from what we, financial or industry analysts or investors anticipate and have anticipated since Amazon’s November 2018 announcement that it had selected sites in National Landing as the location of its new headquarters. We have significant exposure to Amazon as a tenant and as a result of fees we expect to receive from them as developer, property manager,manager and retail leasing agent for the company’s headquarters at National Landing.agent. As of December 31, 2024,2025, we have leases with Amazon in two office buildings in National Landing totaling approximately 357,000 square feet with annualized rent totaling $16.6$16.9 million. If Amazon invests less than the announced amounts in National Landing or makes such investment over a longer period than anticipated, if its business prospects decline, if it reduces the size of its workforce in National Landing below initially anticipated levels or further delays hiring or if it leases, releases or develops less square footage than anticipated, our ability to achieve the benefits associated with Amazon's headquarters location in National Landing could be adversely affected. If we, Virginia Tech, Amazon, federal, state and local governments do not make all the anticipated investments, including infrastructure investments, that would directly benefit National Landing, we could be adversely affected. Furthermore, Amazon's headquarters may not have the anticipated collateral financial effect on the National Landing submarket. If we do not achieve the perceived benefits of such location as rapidly or to the extent anticipated by us, financial or industry analysts or investors, we and potentially the market price of our common shares could be adversely affected. Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.

For the year ended December 31, 2024,2025, 11.9%11.4% of our total revenue was generated by commercial rentals to federal government tenants, and federal government tenants historically have been a significant source of new leasing for us. For the year ended December 31, 2024,2025, GSA was our largest single tenant, with 3130 leases comprising 25.2%23.6% of total annualized rent at our share. TheEvents occurrencecould of events that have a negative impact on thelower demand for federal government office space, such as a decrease in federal government payrolls orpayrolls, a change in policy that prevents governmental tenants from renting our office space or relocation of federal agencies and functions away from the Washington, D.C. region, which would have a much larger adverse effect on our revenue than a corresponding occurrence affecting other categories ofcommercial tenants. Additionally, a federal government shutdown has and could in the future delay or prevent us from collecting rent payments from our federal government tenants. If demand for federal government office space were to decline, it would be more difficult for us to lease our buildings and could reduce overall market demand and corresponding rental rates, all of which could have a material adverse effect on us. For example, we haveare beenaware notifiedof by atwo GSA tenanttenants that theymay are vacatingvacate their space totaling approximately 88,00063,000 square feet in 2025.2026. Additionally, the recent change ofthis presidential administration has placed increased focus on reduction of government spending, which could impact U.S. federal government leasing practices and upcoming renewals. During the next four years (20252026 to 20292030), we have 2019 leases, totaling approximately 542,000499,000 square feet at our share, with U.S. federal government tenants that will expire. Lease agreements with these federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including rules and regulationsthose related to audits and records andrecords, subcontractor cost or pricing data.data, and anti-kickback and other ethics-focused laws. In addition, there are requirements relating to the potential application of equal opportunity provisions and related anti-discrimination requirements, including but not limited to, the Civil Rights Act of 1964, the Vietnam Era Veterans’ Readjustment Assistance Act, the Rehabilitation Act of 1973, and the Randolph-Sheppard Act. We are also prohibited from implementing any programs promoting diversity, equity and inclusion that violate any applicable federal anti-discrimination laws. Compliance with these requirements is costly and any increase or significant change in regulation could increase our costs, which could have a material adverse effect on us.

Certain jurisdictions in which we own property have adopted, or may in the future adopt, laws and regulations imposing restrictions on the timing or amount of rent increases or have imposed regulations relating to low- and moderate-income housing. Such laws and regulations limit our ability to charge market rents, increase rents or evict residents at our multifamily assets and could make it more difficult for us to dispose of properties in certain circumstances. In addition, some U.S. jurisdictions have adopted regulations regarding the use of algorithmic devices or systems when making decisions regarding rents or occupancy. While the Washington D.C. region does not currently have such regulation, it is possible that one or more of the jurisdictions within the Washington D.C. region where we own assets could adopt similar regulations in the future. Similarly, compliance procedures associated with rent control statutes and low- and moderate-income housing regulations could have a negative impact on our operating costs, and any failure to comply with low- and moderate-income housing regulations could result in the loss of certain tax benefits and the forfeiture of rent payments. In addition, such low- and moderate-income housing regulations often require us to rent a certain number of units at below-market rents, which has a negative impact on our ability to increase cash flows from our multifamily assets subject to such regulations. Furthermore, such regulations may negatively impact our ability to attract higher-paying residents to such properties. As of December 31, 2024,2025, all of our multifamily assets located within the Washington, D.C. metrometropolitan regionarea were subject to such regulations.

TheseIn some instances, these risks have resulted in and could in the future result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us. Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us.

As of December 31, 2024,2025, 6.3%10.4% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity. In particular, we may use real estate ventures as a significant source of equity capital to fund our development strategy.and acquisition strategies. Consequently, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, real estate venture or other entity, or structure of ownership and may, under certain circumstances, be exposed to risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, and we may be forced to make contributions to maintain the value of the property. Partners or co-venturers may have economic or other business interests or goals that are inconsistent or in direct conflict with our business interests or goals and may be in a position to take action or withhold consent contrary to our policies or objectives. These investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or real estate venture. We and our respective partners or co-venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. In addition, a sale or transfer by us to a third party of our interests in the partnership or real estate venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or real estate venture. Where we are a limited partner or non-managing member in any partnership or limited liability company, if the entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in that entity, including by contributing our interest to a subsidiary of ours that is subject to corporate level income tax. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our real estate ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. Furthermore, any cash distributions from real estate ventures will be subject to the operating agreements of the real estate ventures, which may limit distributions, the timing of distributions or specify certain preferential distributions among the respective parties. The occurrence of any of the risks described above could have a material adverse effect on us.

As of December 31, 2024,2025, we estimate that our 19 assets in our development pipeline willcan totalsupport 11.04.9 million square feet (8.93.6 million square feet at our share) of estimated potential development density. The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2024.2025. The actual density of our development pipeline and/or any development parcel may differ substantially from our estimates based on numerous factors, including our inability to obtain necessary zoning, land use and other required entitlements, legal challenges to our plans by activists and others, as well as building, occupancy and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that restrict or delay our ability to develop, redevelop or use our development pipeline at anticipated density levels. We can provide no assurance that the actual density of our development pipeline and/or any development parcel will be consistent with our estimated potential development density.

A cyber incident is any intentional or unintentional adverse event that threatensIn the confidentiality,normal integrity, or availabilitycourse of business, we and our service providers process proprietary, confidential, and personal information resourcesprovided by our tenants, employees, and canvendors includethrough unauthorizeda personsvariety gainingof accessinformation totechnology systemsnetworks toand disruptsystems, operations,including corruptingsome dataprovided orby stealingthird confidential information.parties. The risk of a cyber incident or disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks have increased globally. Further, adoption of AI tools by us or by third parties may pose new cybersecurity challenges. We use software and platforms designed to detect such cybersecurity threats, including AI-based tools, but AI is increasingly employed in social engineering and other cyber attacks, and the risks of those attacks being successful has increased as well. As our reliance on technology increases, so do the risks posed to our systems – both internal and external. Our primary risks that could directly result from the occurrence of a cyber incident are theft of assets; operational interruption; reputational damage; stolen funds; regulatory enforcement, lawsuits and other legal proceedings; damage to our relationships with our tenants; and private data exposure. A significant and extended disruption could damage our business or reputation, cause a loss of revenue, have an adverse effect on tenant relations, cause an unintended or unauthorized publicdisclosure disclosure,of confidential information, including proprietary or personal information, or lead to the misappropriation of proprietary, personally identifying, and confidentialsuch information, any of which could result in us incurring significant expenses to resolve these kinds of issues. Although we have implemented processes, procedures and controls to help prevent and mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations. Even security measures that are appropriate, reasonable and/or in accordance with applicable legal requirements may not be sufficient to protect the information we maintain. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes,code, and similar means of unauthorized and destructive tampering. We and our third-party providers have been the target ofexperienced cybersecurity threats and incidents in the past and we expect them to continue. As of December 31, 2024,However, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition.condition within the last three years. A successful attack on one of our service providers could result in a compromise of our own network, theft of our data, legal obligations or liabilities, deployment of ransomware or similar extortion schemes, a disruption in our supply chain or of services upon which we rely. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted cyber incidents evolve and generally aremay not be recognized until they have been launched against a number of targets. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk. If any of the foregoing risks materialize, it could have a material adverse effect on us.

These risks include, among other things, the risk that an economic downturn or a deterioration in the capital markets may materially affect the value of our equity securities; the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares; the risk of dilution of ownership and/or voting power in our company due to certain actions taken by us; the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares; the risk that our repurchase program may result in our shares being less liquid than they have been in the past; and the risk that the announcement of a material change may result in a rapid and significant decline in the price of our common shares. If any of the foregoing risks materialize, it could have a material adverse effect on us.

As of December 31, 2024,2025, we had $2.6$2.5 billion aggregate principal amount of consolidated debt outstanding, and our unconsolidated real estate ventures had $235.0$175.0 million aggregate principal amount of debt outstanding ($68.0$35.0 million at our share), resulting in a total of $2.7$2.6 billion aggregate principal amount of debt outstanding at our share. A portion of our outstanding debt is guaranteed by JBG SMITH LP. Our cash flow from operations may be insufficient to meet our required debt service and payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our assets or to pay the dividends currently contemplated. Additionally, our debt agreements include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and in certain circumstances, to pay dividends, make capitaldistributions expenditures,and repurchase common shares, and some of our debt agreements also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these and other covenants, and failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from other sources or give possession of a property to the lender. Any of the foregoing could affect our ability to obtain additional funds as needed, or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs or to finance our future acquisition and development activities.

Our future plans, including share repurchasesrepurchases, development and development,acquisitions, are capital intensive. We anticipate funding these plans through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof. To the extent we dispose of assets to fund our development and investment plans, we may dispose of multifamily, commercial, and/or retail assets as well as land, but expect, in the current environment, to source liquidity primarily from our multifamily assets in Washington, D.C. Depending on the type of assets we sell and extent of these sales, the composition of our portfolio could change significantly such that we may no longer be a mixed-asset real estate company, and depending on the resulting proportion of our office to multifamily assets, our portfolio may be viewed less favorably by investors and the capital markets, which could have an adverse effect on our ability to continue to raise capital to fund our business. Our development and investment plans may also require a significant amount of debt financing which subjects us to additional risks, such as rising interest rates. For information about our available sources of funds, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" and the notes to the consolidated financial statements included herein.

Since launching our share repurchase program in 2020 through December 31, 2024,2025, we have repurchased and retired 56.883.6 million common shares, which is 38%62.3% of the common shares and OP units outstanding as of December 31, 2019, for $1.1$1.6 billion, a weighted average purchase price per share of $19.87.$18.79. In February 2025, our Board of Trustees increased our common share repurchase authorization from $1.5 billion to $2.0 billion. As a result of these repurchases, the ability of holders of common shares to buy and sell their common shares may have declined and may continue to decline as a result of future repurchases.

As of December 31, 2024,2025, $672.3$205.0 million ofwas outstanding under our outstandingrevolving consolidatedcredit facility, and we had $600.9 million ($635.9 million, including our share of debt wasfor unconsolidated real estate ventures) of mortgage loans outstanding both subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates. While somemost of thisthese debtmortgage isloans are protected against interest rate increases above specified rates via interest rate cap agreements, the remainder does not benefit from such arrangements. Further, we may borrow money at variable interest rates in the future without the benefit of associated hedges and caps. With respect to these unhedged amounts, increases in interest rates would increase our interest expense under these instruments, increase the cost of refinancing these instruments or issuing new debt, and adversely affect our cash flow and our ability to service our indebtedness and make distributions to our shareholders, which could, in turn, adversely affect the market price of our common shares. We may enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2024,2025, our hedging transactions included interest rate cap agreements, which covered $442.0$410.9 million of our outstanding consolidated debt, primarily with two counterparties, which also exposes us to counterparty risk. Interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates, which could reduce the overall returns on our investments. Moreover, there can be no assurance that our hedging arrangements will qualify as highly effective hedges under applicable accounting standards. Furthermore, should we desire to terminate a hedging agreement, there could be significant costs and cash requirements. Additionally, we are required to maintain interest rate cap agreements under certain of our variable rate debt agreements. Renewing, extending or entering into new interest rate cap agreements in a rising and volatile interest rate environment may cause us to incur significant upfront costs. Finally, the REIT provisions of the Code impose certain restrictions on our ability to use hedges, swaps and other types of derivatives to hedge our liabilities. Any of the foregoing could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt.

Some holders of OP Units, including some members of our senior management,management team and Board of Trustees are holders of OP Units. Those unitholders may have conflicting interests with holders of our common shares. For example, some holders of OP Units may suffer different and more adverse tax consequences than holders of our common shares upon the sale of certain of the assets owned by JBG SMITH LP, andand, thereforetherefore, these holders may have different objectives regarding the appropriate pricing, timing and material terms of any sale or refinancing of certain assets, or whether to sell such assets at all.all, which could influence their decisions in their capacities as members of management or the Board of Trustees.

MembersOwnership of our senior management and certain trustees have an ownership interestinterests in the JBG Legacy FundsFunds, current or past service as a managing member at JBG, co-investments made alongside our investments, and ownother carried interestsinvestments in each fund and in certain of our real estate ventures thatby entitleour themexecutive officers and trustees, if any, could create, or appear to receivecreate additionalpotential compensation if the fund or real estate venture achieves certain return thresholds. Additionally, in the future, we may elect to assign to certain employees a percentageconflicts of third-partyinterest. fees, carried interests or other equity interests in certain assets, joint ventures or other real estate ventures. As a result, such employees could be incentivized to spend time and effort maximizing the cash flow from the assets being retained by the JBG Legacy Funds or other relevant real estate ventures in which they have an ownership or other interest, including through sales of assets, which may, for example, accelerate payments of the carried interest but would reduce the asset management and other fees that would otherwise be payable to us with respect to the JBG Excluded Assets. These actions could adversely impact our results of operations and cash flow. Other potentialPotential conflicts of interest may arise with the JBG Legacy Funds or other relevant real estate venturesventures, including JBG Legacy Funds, if we engage in direct transactions or compete for assets or tenants. For example, we have entered, and in the future may enter into transactions with the JBG Legacy Funds, such as purchasing assets from them. Any such transaction creates a conflict of interest as a result of our management team's interests on both sides of the transaction because we manage the JBG Legacy Funds and because members of our management and Board of Trustees own interests in the general partner or other managing entities of the JBG Legacy Funds. Any of the above-described conflicts of interest could have a material adverse effect on us.

Additionally, our declaration of trust authorizes the Board of Trustees, without shareholder approval, to establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders. For example, in October 2025, we issued Class B Shares to certain LTIP Unit and OP Unit holders. These Class B Shares, which have no economic rights and no rights to dividends, distributions or proceeds upon our liquidation, entitle such holders of Class B Shares to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class. Our declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change of control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders.

JBG SMITH, a Maryland real estate investment trust, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, thatwhere wethrough believe have long-term growth potential and appeal to residential, office and retail tenants. Through an intenseour focus on placemaking,Placemaking, JBGwe SMITH cultivatescultivate vibrant, highly amenitized, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's headquarters; Virginia Tech's $1 billion Innovation Campus; proximity to the Pentagon; and our placemaking initiatives and public infrastructure improvements.neighborhoods. In addition, our third-party real estate services business provides fee-based real estate services. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP.

We compete with many property ownersowners, investors and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

As of December 31, 2024,2025, our Operating Portfolio consisted of 3839 operating assets comprising 1615 multifamily assets totaling 6,7816,519 units (6,7816,333 units at our share), 2022 commercial assets totaling 6.77.3 million square feet (6.36.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 19 assets in our development pipeline totalingtotaled 11.04.9 million square feet (8.93.6 million square feet at our share) of estimated potential development density. Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement.

We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily assets,assets; subject to demand therefore, the delivery of redeveloped and new office assets subject to demand therefor,; amenity retail,retail; and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to Placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two placemakingfood projects,and beverage Placemaking projects in 2023: Water Park and Surreal in 2023.Surreal. In 2024, we delivered two multifamily projects: The Grace and Reva with 808 multifamily units and approximately 38,000 square feet of retail space. In 2025, we delivered two additional multifamily projects: The Zoe and Valen with 775 units and approximately 19,000 square feet of retail space. Also, in 2025, we received entitlement approvals to convert two obsolete office buildings into residential and hospitality uses and develop townhomes on currently vacant land. We subsequently sold the site now entitled for hospitality to a hotel owner/operator, and in 2026, we sold the vacant land to a townhome developer. These actions served our strategy of continuing to introduce complimentary uses to National Landing that support a vibrant mixed-use environment. Finally, in the first half of 2026, we expect to deliver 2000/2001 South Bell Street, a 775-unit multifamily asset comprising two towers, Valen and The Zoe with ground floor retail, in 2025. Additionally, in 2024, we startedcomplete construction on a new office amenity hub at 2011 Crystal Drive that, along with a repositioning of the asset itself, brings to National Landing a large scalelarge-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

OurWe in-servicehave observed softness in our multifamily portfolio, which refersis tomirrored operatingby assetsthe thatbroader areWashington, atD.C. ormetropolitan abovearea 90%largely leasedthe or have been operating and collecting rent for more than 12 months asresult of Decemberjob 31,losses 2024,primarily in the District of Columbia. Our same-store multifamily portfolio was 94.8%90.4% occupied as of December 31, 2024,2025, ana increasedecrease of 10440 basis points as compared to December 31, 2023.2024. During the fourth quarter of 2024, we increased2025, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 0.8%1.1% for new leases and 4.6%increased by 5.0% upon renewal while achieving a 60.0%56.2% renewal rate across our portfolio. Our recently delivered assets, The Grace and Reva, beganwhich leasingwere placed into service in January 2024 withwere move-ins commencing in February 202486.1% and delivery of all remaining units in the second quarter of 2024, were 68.6%77.8% leased as of December 31, 2024.2025; Weand expectour thatrecently delivered assets, The Zoe and Valen, which were placed into service in 2025, were 42.6% leased as of December 31, 2025. These assets are not included in our multifamily same-store portfolio. As a result of these deliveries, interest expense willhas increaseincreased for these assets as we deliverhave 2000/2001 South Bell Street and ceaseceased capitalizing the related interest.interest expense.

Our office portfolio occupancy was 75.1% as of December 31, 20242025, a decrease of 76.5% decreased by 840140 basis points as compared to December 31, 2023.2024. AlthoughLeasing theactivity officein marketour National Landing portfolio continues to experiencebe headwinds,driven weprimarily by office users who fall into three categories (i) those who need secure facility space; (ii) technology-related new tenants; and (iii) defense-related tenants who have seenlong some favorable trendsresided in this submarket. Our leasing activityefforts with businesses and the federal government asking employeescontinue to returnfocus to the office. We anticipate approximately 259,000 square feet (approximately $11.0 million of annualized rent) will be vacated in National Landing in the first half of 2025. Our efforts to re-lease certain spaces will be targeted towardon buildings with long-term viabilitypotential, whereconcentrating occupancy in areas of National Landing that we canhave concentrateenhanced occupancy.through our Placemaking interventions and that are accessible via multi-modal transportation. We have takentook approximately 618,000 office square feet out of service thisin year2024 at 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive. Additionally, we plan to take 1901 South Bell Street, a commercial asset with 274,912 square feet, out of service. With the objective of ultimately reducing our competitive office inventory in National Landing, during 2025, we took 202,926 square feet out of service at 1901 South Bell Street, a commercial asset, and expect to take the remainder of the asset out of service as tenants vacate. We expect to help foster a healthier long-term office market whileby repurposing older, underutilized buildings for redevelopment or conversion to multifamily housing, hospitality or other complimentary uses that will support a vibrant mixed-use environment.

We continuehave to advance the design and entitlement of our 11.04.9 million square feet (8.93.6 million square feet at our share) of estimated potential development density in our development pipeline and intend to look to sourceseek joint venture capital asto a means of fundingfund these developments as market conditions permit.

Description: Real estate is carried at cost, net of accumulated depreciation and amortization.depreciation. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property.

Judgments and Uncertainties: Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flows are based on our current plans, anticipated holding periods and available market information at the time the analyses are prepared. An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value. Estimated fair values are calculated based on the following information in order of preference,priority, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows.

Judgments and Uncertainties: We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable,probable that we will collect the remaining lease payments under the lease agreements. We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination.

The following table summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 20242025 compared to the same period in 20232024:

Property rental revenue decreased by $26.2$40.1 million, or 5.4%,8.8%, to $416.8 million in 2025 from $457.0 million in 2024 from $483.2 million in 2023.2024. The decrease was primarily due to a $35.7$30.6 million decrease in revenue from our commercial assets,assets partiallyand offsetan by a $10.2$8.2 million increasedecrease in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $17.9$16.3 million decrease related to the Disposed Properties, an $8.9 million decrease primarily related to assets that were taken out of serviceservice, duringa 2024,$2.8 anmillion $8.1decrease in lease termination revenue and lower occupancy across the portfolio, partially offset by a $12.2 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street. The decrease in revenue from our multifamily assets was primarily due to a $32.4 million decrease related to the Disposed Properties and lower occupancy across the portfolio.portfolio, Thepartially increaseoffset in revenue from our multifamily assets was primarily due toby a $9.9$21.0 million increase related to the continued lease up of The GraceGrace, Reva, The Zoe and Reva,Valen, and higher rents and lower concessions across the portfolio, partially offset by an $11.7 million decrease related to the Disposed Properties.portfolio.

Third-party real estate services revenue, including reimbursements, decreased by $22.6$7.2 million, or 24.5%,10.4%, to $62.2 million in 2025 from $69.5 million in 2024 from $92.1 million in 2023.2024. The decrease was primarily due to (i) an $8.7 million decrease in reimbursement revenue, (ii) a $7.7 million decrease in development fees related to the timing of development projects, (iii) a $3.3$3.0 million decrease in property management fees and (iv)fees, a $1.8$1.0 million decrease in other service revenue, a $961,000 decrease in leasing fees and an $818,000 decrease in development fees.

Depreciation and amortization expense decreased by $2.0$18.1 million, or 1.0%,8.7%, to $190.1 million in 2025 from $208.2 million in 2024 from $210.2 million in 2023.2024. The decrease was primarily due to (i) ana $8.7 million decrease related to 1800 South Bell Street, which was taken out of service during 2024, (ii) an $8.2$19.8 million decrease related to the Disposed Properties, (iiiii) aan $3.5$11.1 million decrease related to 24512100 Crystal Drive, 241 18th Street S.Drive and 800Crystal NorthDrive Glebe RoadRetail due to the disposalacceleration of assets as a resultdepreciation of tenantcertain terminationsassets in 20232024 and (iviii) a $3.3$9.9 million decrease related to 8001certain Woodmontassets duebeing toeither thefully amortizationdepreciated ofor acquiredwritten in-place lease intangiblesoff in 2023.2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $13.4 million increase as The Grace, Reva, The Zoe and Valen were placed into service, (v) a $15.8$6.3 million increase related to The Grace and Reva, (vi) a $3.2 million increase related to various National Landing assets primarily due to placing Water Park and Surreal into service, (vii) a $1.6 million increase related to write-offs of certain digital infrastructure assets and (viii) a $1.2 million increase related to 22002011 Crystal Drive and 2231 Crystal Drive primarily due to the acceleration of depreciation offor certain assets asin 2025 and (vi) a $3.5 million increase related to the building was taken outacquisition of serviceTysons inDulles 2024.Plaza and the consolidation of 1101 17th Street.

Real estate taxes expense decreased by $5.1$3.7 million, or 8.8%,7.1%, to $48.9 million in 2025 from $52.6 million in 2024 from $57.7 million in 2023.2024. The decrease was primarily due to a $5.3$4.9 million decrease related to the Disposed Properties and lower property tax assessments acrossfor thecertain portfolio,assets, partially offset by a $2.7 million increase related to The GraceGrace, Reva, The Zoe and Reva.Valen, which were placed into service, and a $1.1 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

General and administrative expense: corporate and other increased by $4.0 million,$379,000, or 7.2%,0.6%, to $59.2 million in 2025 from $58.8 million in 2024 from $54.8 million in 2023.2024. The increase was primarily due to higheran increase in professional fees and other overhead expenses, partially offset by lower compensation expenses and a decrease in capitalized payroll.expenses.

General and administrative expense: third-party real estate services decreased by $14.7$13.7 million, or 16.5%,18.4%, to $60.6 million in 2025 from $74.3 million in 2024 from $88.9 million in 2023.2024. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses.expenses both related to a decline in the number of third-party management contracts.

Interest expense increased by $25.4$8.0 million, or 23.4%,5.9%, to $142.0 million in 2025 from $134.1 million in 2024 from $108.7 million in 2023.2024. The increase in interest expense was primarily due to (i) a $23.2$12.7 million net increase due to higher interest expense on our term loans and a higher outstanding debt,balance on our revolving credit facility, (ii) ana $11.4$9.1 million decrease in capitalized interest asprimarily werelated to The Grace, Reva, The Zoe and Valen, which were placed The Grace and Reva into service andservice, (iii) a $6.4$4.0 million increase due to draws on the mortgage loan related to higherThe Zoe and Valen, and (iv) a $3.2 million increase due to the expiration of interest ratesrate onswaps variablerelated to the RiverHouse Apartments mortgage loan and refinancing in March 2025 with a fixed interest rate mortgage loans.loan. The increase in interest expense was partially offset by (ivv) aan $7.7$11.0 million decrease related to mortgage loans on the mark-to-marketDisposed associated with our non-designated derivatives primarily due to their maturity,Properties, (vvi) a $6.5$4.8 million decrease related to mortgage loans collateralized by 800 North Glebe Road, 2121 Crystal Drive, Falkland Chase, 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2023 and 2024, and (vivii) a $2.4$2.8 million decrease related to theThe DisposedGrace Properties,and excludingReva Falklandmortgage Chase.loan, which was refinanced in December 2024 with a fixed interest rate mortgage loan and (vii) a $2.6 million decrease related to lower rates on variable rate mortgage loans.

Gain on the sale of real estate of $46.6 million in 2025 was primarily due to the sale of WestEnd25. Loss on the sale of real estate of $2.8 million in 2024 was primarily due to the sale of Fort Totten Square and North End Retail and Fort Totten Square,Retail, partially offset by the recognition of previously recorded contingent liabilities relieved in connection with the sale of Central Place Tower by one of our unconsolidated joint ventures. Gain on the sale of real estate of $79.3 million in 2023 was primarily due to the sale of 4747 Bethesda Avenue and Crystal City Marriott.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures used by other companies.

The following istable the reconciliation ofreconciles net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the year ended December 31, 2024,2025, our same store pool decreased to 3633 properties from 4236 properties due to (i) the sale of NorthThe EndBatley, Retail, Fort Totten Square, 2101 L StreetWestEnd25 and Central Place Tower, (ii) the exclusion of 1800 South Bell Street, 2100 Crystal Drive, 2200 Crystal Drive and Crystal City Shops at 2100, which were taken out of service, and (iii) the inclusion of 8001 Woodmont and 1831/1861 Wiehle Avenue as they were in service for the entirety of the comparable periods.Woodmont. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

The following istable the reconciliation ofreconciles net loss attributable to common shareholders to NOI at our share and same store NOI at our share. To conform to the current period presentation, we have included certain other property revenue in the calculation of NOI to align with our internal reporting.share:

The following istable a summary ofsummarizes NOI at our share for our multifamily and commercial segments:

With respect to the third-party real estate services business, we review revenue streams generated by this segment, excluding reimbursement revenue, as well as the expenses attributable to this segment at our proportionate share, calculated by excluding real estate services revenue from our interests in such real estate ventures. The following istable a summary ofsummarizes our third-party real estate services business at our share:

Third-party real estate services revenue, excluding reimbursements, decreased by $13.1$6.1 million, or 28.6%,18.4%, to $26.8 million in 2025 from $32.8 million in 2024 from $45.9 million in 2023.2024. The decrease was primarily due to a $7.7 million decrease in development fees related to the timing of development projects, a $2.8$2.7 million decrease in property management fees andfees, a $1.8$913,000 milliondecrease in other service revenue, an $878,000 decrease in leasing fees and an $818,000 decrease in development fees. Third-party real estate services expenses, excluding reimbursements, decreased by $5.6$12.6 million, or 13.1%,34.2%, to $24.2 million in 2025 from $36.8 million in 2024 from $42.4 million in 2023.2024. The decrease was primarily due to lower compensation expenses.expenses related to a decline in the number of third-party management contracts and lower professional fees.

The following istable a summary ofsummarizes mortgage loans:

In June 2025, in connection with the sale of WestEnd25, we repaid the related $97.5 million mortgage loan. In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $99.7 million mortgage loan. In December 2024, in connection with the sale of 2101 L Street, the lender of the related $120.9 million mortgage loan accepted the proceeds from the sale and $6.7 million of cash as repayment of the mortgage loan. In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S. In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase-South & West and 800 North Glebe Road.

As of December 31, 20242025 and 2023,2024, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $1.4$756.0 billionmillion and $1.7$1.4 billion. See Note 19 to the consolidated financial statements for additional information.

As of December 31, 2025 and 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million Tranche A-1 Term Loan maturing in January 2026,2027, as extended in SeptemberJanuary 2024,2026, a $400.0 million Tranche A-2 Term Loan maturing in January 2028 and a $120.0 million 2023 Term Loan maturing in June 2028. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million. The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has one remaining one-year extension option.options.

The following istable a summary ofsummarizes amounts outstanding under the revolving credit facility and term loans:

DuringIn the first quarter of 2025,2026, through February 14,13, 2025,2026, we repurchased and retired 2.1 million647,843 common shares for $32.3$10.6 million, a weighted average purchase price per share of $15.15,$16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The following istable a summary ofsummarizes our material cash requirements as of December 31, 20242025:

Cash and cash equivalents, and restricted cash decreased $17.2$79.9 million to $103.3 million as of December 31, 2025, compared to $183.2 million as of December 31, 2024, compared to $200.4 million as of December 31, 2023.2024. This decrease resulted from $290.8$510.5 million of net cash used in financing activities, partially offset by $144.2$357.3 million of net cash provided by investing activities and $129.4$73.3 million of net cash provided by operating activities. Our outstanding debt was $2.6 billion as of December 31, 2024 and 2023.

Net cash provided by operating activities of $129.4$73.3 million primarily comprised: (i) $118.1$81.7 million of net income (before $293.1$296.4 million of non-cash items and $2.8$46.6 million of lossgain on the sale of real estate), and (ii) $1.9$1.5 million of return on capital from unconsolidated real estate venturesventures, andpartially offset by (iii) $9.4$10.0 million of net change in operating assets and liabilities. Non-cash income adjustments of $293.1$296.4 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and gain on extinguishmentamortization of debt.lease incentives.

Net cash provided by investing activities of $144.2$357.3 million primarily comprised: (i) $202.0$545.2 million of proceeds from the sale of real estateestate, andpartially offset by (ii) $164.6$122.3 million of distributionsdevelopment costs, construction in progress and real estate additions, (iii) $40.3 million primarily related to the acquisition of capitalTysons fromDulles Plaza in May 2025 and (iv) $25.7 million of investments in unconsolidated real estate ventures and other investments primarily related to the saleacquisition of CentralDulles PlaceView Towerthrough by one of our unconsolidateda real estate ventures, partially offset by (iii) $218.0 million of development costs, constructionventure in progressDecember and real estate additions.2025.

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. Forward-looking statements include but are not limited to our current expectations regarding the performance of our business, our financial results, our liquidity and capital resources, including the impacts and ultimate outcome of the Wardman Park litigation and our potential need to post bonds or other forms of surety to support our legal remedies in connection with such litigation. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these, and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 17, 2026 ("Annual Report"), as such factors may be updated from time to time in our periodic filings with the SEC, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.

Substantially all our assets are held by, and our operations are conducted through JBG SMITH Properties LP, our operating partnership. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our 10.0% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, as well as the associated non-recourse mortgage loans, held through an unconsolidated real estate venturesventure; thesethe interestsinterest and debt are excluded because our investment in eachthe real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures,venture, and we have not guaranteed theirits obligations or otherwise committed to providing financial support.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of MarchJune 31,30, 2026 and December 31, 2025, and for the three and six months ended MarchJune 31,30, 2026 and 2025. References to our balance sheets refer to our condensed consolidated balance sheets as of MarchJune 31,30, 2026 and December 31, 2025. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025.

Our revenuesrevenue and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations; this seasonality affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.

As of MarchJune 31,30, 2026, our Operating Portfolio consisted of 38 operating assets comprising 15 multifamily assets totaling 6,519 units (6,333 units at our share), 22 commercial assets totaling 7.3 million square feet (6.96.7 million square feet at our share) and one wholly owned land asset for which we are the ground lessor. Additionally, we had one under-construction multifamily asset with 195 units (59 units at our share), and our development pipeline, which consists of owned and entitled land on which we have the potential to commence construction subject to completion of design and/or market conditions, totaled 4.64.8 million square feet (3.33.5 million square feet at our share) of estimated potential development density. Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement.

Our capital allocation strategy remains anchoredfocused inon enhancing long-term shareholder value and positioning our coreportfolio objectivefor of maximizingsustained long-term net asset value ("NAV") per share growth. Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital and risk-adjusted return potential. In today’s market environment, we believe that distressed office investment opportunities offer compelling economics. Consequently, we are actively pursuing new growth opportunities that align with our strategy and leverage our competitive strengths as a mixed-use owner, operator and developer. We expect to fund growth opportunities through a combination of asset sales and private equity joint ventures. During the threesix months ended MarchJune 31,30, 2026, we sold a development parcelparcel, and we sold a 70.0% interest in 2200 Crystal Drive to an unconsolidated real estate venture for total gross sales proceeds of $50.7$60.6 million.million, In April 2026,and we recapitalized Tysons Dulles Plaza,Plaza whichby followsselling througha on50.0% noncontrolling interest in a consolidated real estate venture. These real estate ventures further our plangoal toof attractattracting private capital partners to scale and diversify our distressed office investment strategy and fund the construction of multifamily assets in our development pipeline while also enhancing the efficiency of our platform with incremental fee revenue and potential carried interest income.

We intend to continue to opportunistically sell or recapitalize assets (which may be multifamily, commercial and/or retail assets) as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. In a climate where office valuations are near cyclical lows with limited liquidity, the most efficiently priced source of capital will likely come from our multifamily assets. To that end, we are currently marketing for sale select multifamily and land assets.

During the first quarter ofIn 2026, we began to see improvementssome modest improvement in our multifamily portfolio occupancy,leasing, which had experienced softness largely as a result of job losses primarily in the District of Columbia in 2025 due to federal government spending cuts and a hiring freeze. Our same store multifamily portfolio occupancy was 92.0%94.3% leased as of MarchJune 31,30, 2026, anup increase of 16080 basis points as compared to DecemberMarch 31, 2025.2026. Our same store multifamily portfolio was 92.0% occupied as of June 30, 2026, flat as compared to March 31, 2026. During the firstsecond quarter of 2026, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 10.5%9.5% for new leases and increased by 1.9%2.8% upon renewal while achieving a 62.4%55.9% renewal rate across our portfolio. OurWe continue to make progress leasing our recently deliveredcompleted assets,assets — The Grace and Reva were 90.4% leased, and The Zoe and Valen, whichValen were placed into service in 2025, were 47.4%58.8% leased as of MarchJune 31,30, 2026. As a result of these deliveries, interest expense has increased for these assets as we have ceased capitalizing the related interest expense.

Key highlights for the three and six months ended MarchJune 31,30, 2026 included:

Additionally, investing and financing activity during the threesix months ended MarchJune 31,30, 2026 included:

Activity subsequent to MarchJune 31,30, 2026 included:

Our Annual Report contains a description of our critical accounting estimates, including asset acquisitions, real estate, investments in real estate ventures and revenue recognition. There have been no significant changes to our policies during the threesix months ended MarchJune 31,30, 2026.

In 2026, we sold an interest in 2200 Crystal Drive to an unconsolidated real estate venture. In 2025, we sold 8001 Woodmont, WestEnd25 and The Batley. We collectively refer to these assets as the "Disposed Properties" in the discussion below. In 2025, we acquired Tysons Dulles PlazaPlaza, which was recapitalized in April 2026 through the formation of a consolidated real estate venture, and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street. In 2025, we began leasing The Zoe and Valen, and in 2024, we began leasing The Grace and Reva.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to 2025

The following table summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025:

Property rental revenue increased by approximately $4.4 million,$123,000, or 4.3%,0.1%, to $105.9$106.6 million in 2026 from $101.5$106.5 million in 2025. The increase was primarily due to a $12.5$2.9 million increase in revenue from our commercial assets,assets and a $1.1 million increase in other revenue, partially offset by a $5.3$3.9 million decrease in revenue from our multifamily assets and a $2.8 million decrease in other revenue.assets. The increase in revenue from our commercial assets was primarily due to a $5.7$3.5 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, a $3.6 million increase related to 2011 Crystal Drive due to the acceleration of lease incentives and deferred rent associated with an early termination in 2025 and a $1.5 million increase in lease termination revenue.Street. The decrease in revenue from our multifamily assets was primarily due to a $9.1$6.8 million decrease related to the Disposed Properties and lowerhigher occupancyconcessions across the portfolio, partially offset by a $4.3$3.9 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen.

Depreciation and amortization expense decreased by approximately $2.3$2.8 million, or 4.8%,5.8%, to $45.3$44.8 million in 2026 from $47.6 million in 2025. The decrease was primarily due to (i) a $2.3$2.6 million decrease related to the Disposed Properties, (ii) a $1.8 million decrease related to certain assets being either fully depreciated or written off in 2025 and (iii) a $1.4 million decrease related to 2011 Crystal Drive primarily due to the acceleration of depreciation for certain assets associated with an early termination in 2025 and (iii) a $1.4 million decrease related to certain assets being either fully depreciated or written off in 2025. The decrease in depreciation and amortization expense was partially offset by (iv) a $2.3$2.1 million increase as The Zoe and Valen werewas placed into service and (v) a $1.5 million$683,000 increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

Property operating expense increased by approximately $2.8$1.1 million, or 8.3%,3.1%, to $36.2$36.0 million in 2026 from $33.4$34.9 million in 2025. The increase was primarily due to a $5.0$1.3 million increase in other property operating expense and a $130,000 increase in property operating expense from our commercial assets, partially offset by a $2.0 million$351,000 decrease from our multifamily assets. The increase in other property operating expense andwas primarily due to a $153,000$2.3 million increase associated with tenant-related construction management projects, partially offset by a $442,000 decrease fromrelated ourto multifamilysold assets.development parcels. The increase in property operating expense from our commercial assets was primarily due to a $2.2$1.6 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, andpartially higheroffset operatingby expensesa primarilydecrease dueassociated towith utilities.tenant-related construction management projects. The decrease in property operating expense from our multifamily assets was primarily due to a $2.6$2.1 million decrease related to the Disposed Properties, partially offset by a $1.3$1.2 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher utilitiesoperating acrossexpenses theprimarily portfolio.due to utilities.

Real estate taxes expense decreased by approximately $126,000,$342,000, or 1.0%,2.7%, to $12.0$12.3 million in 2026 from $12.2$12.7 million in 2025. The decrease was primarily due to ana $896,000$782,000 decrease related to the Disposed Properties and lower property tax assessments for certain assets, partially offset by a $534,000$553,000 increase related to The Zoe and Valen, which were placed into service, and a $279,000 increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, and a $524,000 increase related to The Zoe and Valen, which were placed into service.Street.

General and administrative expense: corporate and other decreased by approximately $270,000,$1.3 million, or 1.7%,7.9%, to $15.3$15.4 million in 2026 from $15.6$16.7 million in 2025. The decrease was primarily due to lowera decrease in professional fees and other overhead expenses, partially offset by a decrease in capitalized payroll and higher compensation expenses.

General and administrative expense: third-party real estate services increased by approximately $927,000,$2.8 million, or 5.8%,20.7%, to $17.0$16.4 million in 2026 from $16.1$13.6 million in 2025. The increase was primarily due to higher third-party reimbursable expenses,expenses partiallyof offset$2.1 by lower overhead expensesmillion and lowerhigher compensation expenses.

Interest expense increased by approximately $348,000,$458,000, or 1.0%,1.3%, to $35.5$36.0 million in 2026 from $35.2$35.6 million in 2025. The increase was primarily due to (i) a $2.0 million decrease in capitalized interest primarily related to Valen, which was placed into service, (ii) a $1.8 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (iii) a $509,000$496,000 increase related to the consolidation of 1101 17th Street andStreet, (iviii) a $205,000$367,000 increase due to draws on the mortgage loan related to The Zoe and Valen.Valen, and (iv) a $248,000 increase due to a new mortgage loan related to Tysons Dulles Plaza. The increase in interest expense was partially offset by (v) a $1.7 million$978,000 decrease related to mortgage loans on the Disposed Properties, (vi) aan $1.4 million decrease related to the RiverHouse Apartments refinancing in March 2025 and (vii) a $1.1 million$865,000 decrease related to variable rate mortgage loans.loans and (vii) a $748,000 decrease due to lower interest expense primarily on our revolving credit facility.

GainLoss on the sale of real estate of $21.1 million$285,000 in 2026 was due to the sale of aan developmentinterest parcel.in 2200 Crystal Drive. Gain on the sale of real estate of $537,000$41.8 million in 2025 was primarily due to a gain related to prior year dispositions, partially offset by the loss on the sale of 8001 Woodmont.WestEnd25.

Impairment loss of $1.5$45.6 million in 2026 was primarily related to the impairment of capitalized costs associated with a landpre-development asset,project whichwhose future development was written downdetermined to itsno estimatedlonger fairbe value.probable as of June 30, 2026. Impairment loss of $8.5$40.3 million in 2025 was related to The Batley and a development parcel, which waswere written down to itstheir estimated fair value.

Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended MarchJune 31,30, 2026, our same store pool was unchanged at 32 properties. During the six months ended June 30, 2026, our same store pool decreased to 32 properties from 33 properties due to 1831/1861 Wiehle Avenue being taken out of service. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same store NOI decreased $2.7$2.3 million, or 4.8%,4.0%, to $54.3$54.8 million for the three months ended MarchJune 31,30, 2026 from $57.1$57.0 million for the same period in 2025. Same store NOI decreased $5.0 million, or 4.4%, to $109.1 million for the six months ended June 30, 2026 from $114.1 million for the same period in 2025. The decreasedecreases waswere substantially attributable to (i) lower occupancyrental revenue and higher real estate taxes and utilities expense in our multifamily portfolio; and (ii) higherlower utilitiesrental expense and increased rent abatement,revenue, partially offset by lower real estate tax expensetaxes in our commercial portfolio.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to 2025

Commercial: Property revenue at our share increaseddecreased by $6.2$1.8 million, or 11.6%,3.1%, to $59.7$54.5 million in 2026 from $53.5$56.3 million in 2025. The increasedecrease in property revenue at our share was primarily due to a reduction in tenant-related construction management projects, partially offset by the acquisitions of Tysons Dulles Plaza and Dulles View, and the consolidation of 1101 17th Street. NOI at our share increaseddecreased by $1.9 million,$486,000, or 5.8%,1.4%, to $34.8$34.5 million in 2026 from $32.9$35.0 million in 2025. The increasedecrease in NOI at our share was primarily due to higher utilities across the portfolio, partially offset by the acquisitions of Tysons Dulles Plaza and Dulles View, and the consolidation of 1101 17th Street, partially offset by higher property operating expenses primarily due to higher utilities across the portfolio.Street.

Third-party real estate services revenue, excluding reimbursements, increased by $124,000,$302,000, or 1.9%,4.4%, to $6.5$7.2 million in 2026 from $6.4$6.9 million in 2025. The increase was primarily due to a $497,000$443,000 increase in asset management fees, a $326,000 increase in other service revenue and a $230,000 increase in property management fees, partially offset by a $286,000$761,000 decrease in leasing fees. Third-party real estate services expenses, excluding reimbursements, decreasedincreased by $1.2 million,$849,000, or 16.5%,15.7%, to $6.0$6.2 million in 2026 from $7.2$5.4 million in 2025. The decreaseincrease was primarily due to lower overhead expenses and lowerhigher compensation expenses.

As of MarchJune 31,30, 2026 and December 31, 2025, the net carrying value of real estate collateralizing our mortgage loans totaled $1.7 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.

As of MarchJune 31,30, 2026 and December 31, 2025, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $756.0 million. See Note 15 to the financial statements for additional information.

As of MarchJune 31,30, 2026 and December 31, 2025, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2027, as extended in January 2026, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million. The revolving credit facility has two six-month extension options.

Our Board of Trustees has authorized the repurchase of up to $2.0 billion of our outstanding common shares. During the three and six months ended MarchJune 31,30, 2026, we repurchased and retired 1.6208,565 and 1.8 million common shares for $25.4$3.0 million and $28.4 million, a weighted average purchase price per share of $15.47.$14.37 and $15.35. During the three and six months ended MarchJune 31,30, 2025, we repurchased and retired 12.211.2 million and 23.3 million common shares for $187.5$184.9 million and $372.4 million, a weighted average purchase price per share of $15.43.$16.54 and $15.96. Since we began the share repurchase program through MarchJune 31,30, 2026, we have repurchased and retired 85.385.5 million common shares for $1.6 billion, a weighted average purchase price per share of $18.73.$18.72.