JBG SMITH Properties

For the period ended Apr 30, 2026. Filed Mar 18, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Mar 18, 2026

JBGS$12.44-0.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement will first be made available to shareholders on or about March 18, 2026.

Annual Meeting of Shareholders

		DATE AND TIMEApril 30, 2026 at 8:30 a.m. (EDT)				LOCATIONYou can attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/JBGS2026.				RECORD DATEFebruary 27, 202659,006,307 Common Shares and 16,430,079 Class B Common Shares were outstanding and eligible to vote at the meeting as of February 27, 2026

Voting Matters

Shareholders are being asked to vote on the following matters at the Annual Meeting:

Proposals		BoardRecommendation
1.	Election of eight Trustees (page 11)		FOR eachnominee
2.	Say-on-Pay: Advisory Vote on Executive Compensation (page 16)		FOR
3.	Ratification of the Appointment of Deloitte & Touche LLP for 2026 (page 17)		FOR

Our Business

The Company

JBG SMITH owns, operates, and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, DC, most notably National Landing, where through our focus on placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods. JBG SMITH's portfolio comprises 12.0 million square feet at share of multifamily, office, and retail assets, and a 3.6 million square-foot development pipeline.


4	2026 PROXY STATEMENT

2025 Business Performance Highlights

Our significant accomplishments in 2025 include:


Sold or recapitalized $660.3 million of multifamily and land assets at a weighted average capitalization rate of 4.3%.	Acquired $61.2 million of office assets at a weighted average capitalization rate of 17.9%, representing an $87 per square foot acquisition price.	Leased approximately 723,000 square feet of office space.
Completed construction of The Zoe and Valen, two multifamily towers in the heart of National Landing, totaling 775 units.	Entitled 2.2 million square feet of estimated potential development density in National Landing.	Reduced general and administrative expenses ("G&A") by approximately 10% in 2025, a total reduction of over 40% since 2019.

Executive Compensation

Our executive compensation program emphasizes performance over the long term by focusing on three important goals:

Alignment with shareholder interests by requiring significant share ownership, tying substantial portions of pay to performance and paying a majority of compensation in equity subject to performance and multi-year vesting periods;

Attracting and retaining the highest caliber executives who possess the skills to continue to grow and manage our business successfully; and

Motivating our executives to achieve corporate and individual objectives.

Annual Executive Compensation Elements and Objectives


Total Compensation		Pay Element		Objectives
		Base Salary		To provide competitive fixed pay at a level that fairly rewards executives for their value to the organization in successfully performing their respective roles


	FixedComponent


				Annual Incentive Cash Bonus		To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year based on quantitative metrics established by the Compensation Committee at the beginning of the year







	Performance-Based Component		Annual Time-Based Equity Incentive		To align recipients with shareholders, and retain and motivate executives to create long-term shareholder value



				Multi-Year Performance-Based Equity Incentive		To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding executives for performance in excess of predetermined absolute and relative hurdles


JBG SMITH PROPERTIES	5

2025 Multi-Year Performance-Based Equity Structure

Corporate Governance Highlights

Our corporate governance is structured in a manner that the Board of Trustees (the "Board") believes closely aligns the Company’s interests with those of our shareholders.

Our Board and its Corporate Governance and Nominating Committee remain attentive to and consider proposed corporate governance changes with two overarching principles in mind: that (i) governance of a public company by the majority of its shareholders is fair, and (ii) the Company should align itself with the governance practices of corporate America generally, not just REITs.

Notable features of our corporate governance structure include the following:


SHAREHOLDER ALIGNMENT

✔	Annual election of Trustees

✔	Majority voting standard in uncontested Trustee elections, with mandatory resignation policy for Trustees who do not receive the required number of votes for election

✔	Shareholder proxy access

✔	All but one of our current Trustees and Trustee nominees are independent

✔	Share ownership requirements for executive officers and Trustees

✔	Policy prohibiting hedging or pledging of Company securities by our executive officers, including named executive officers ("NEOs"), and hedging by Trustees

✔	No "poison pill"

✔	Shareholders may amend the bylaws by a majority vote of shares entitled to be cast

✔	"Clawback" policy for performance-based compensation

✔	Range of skills, experience, and backgrounds of Trustees

✔	Shareholders may call a special meeting of shareholders if a specified voting threshold is met — a majority of shares entitled to be cast on the matter

✔	The Company has opted out of the Maryland Unsolicited Takeovers Act

✔	The Company has opted out of the Maryland Business Corporation Act


6	2026 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.