JBG SMITH Properties

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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JBG SMITH PROPERTIES

(Name of Registrant as Specified In Its Charter)

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Message from Chief Executive Officer

Dear Shareholder:

You are cordially invited to the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of JBG SMITH Properties to be held on Thursday, April 25, 2024 at 8:30 a.m., EDT. This year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually, vote your shares and submit questions during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/JBGS2024.

At the Annual Meeting, shareholders will be asked to (i) elect 10 trustees to our Board of Trustees, (ii) approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement (“Say-on-Pay”), (iii) vote, on a non-binding advisory basis, on whether the Say-on-Pay vote should occur every one, two, or three years, (iv) approve an amendment to the Company's 2017 Omnibus Share Plan, as amended, to increase the number of common shares available for issuance under the plan, (v) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, and (vi) transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.

Our Board of Trustees appreciates and encourages your participation in the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by submitting your proxy. If you do attend the Annual Meeting, you may revoke your proxy by electronically voting during the Annual Meeting.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission’s “notice and access” rules, we have elected to provide access to our proxy materials via the Internet. Accordingly, instead of mailing printed copies of those materials to each shareholder, our proxy materials are available at www.proxyvote.com. We anticipate sending a Notice of Internet Availability of Proxy Materials to our shareholders on or about March 13, 2024 that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.

Notice of 2024 Annual Meeting of Shareholders

To be held on April 25, 2024

To the Shareholders of JBG SMITH Properties:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), will be held in a virtual meeting format at

www.virtualshareholdermeeting.com/JBGS2024 on Thursday, April 25, 2024 at 8:30 a.m., EDT, for the following purposes:

1. To elect 10 trustees to the Board of Trustees to serve until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualify;

2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Say-on-Pay”);

3. To vote, on a non-binding advisory basis, on whether the Say-on-Pay vote should occur every one, two, or three years ("Say-on-Frequency");

4. To approve an amendment to the Company's 2017 Omnibus Share Plan, as amended, to increase the number of common shares available for issuance under the plan;

5. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

6. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Company’s Proxy Statement accompanying this Notice.

The Company knows of no other matters to come before the Annual Meeting. Only holders of record of the Company’s common shares at the close of business on February 26, 2024 are entitled to notice of and to vote at the Annual Meeting or at any adjournments or postponements thereof.

Regardless of the number of shares you hold, your role as a shareholder is very important, and the Board of Trustees strongly encourages you to exercise your right to vote. Pursuant to the U.S. Securities and Exchange Commission’s “notice and access” rules, the Company’s Proxy Statement and 2023 Annual Report to Shareholders are available online atwww.proxyvote.com.

By Order of the Board of Trustees,

Steven A. Museles

Chief Legal Officer and Corporate Secretary

Bethesda, Maryland

Whether or not you plan to attend the Annual Meeting, you are urged to vote by internet, by telephone, or by mail by completing, dating and signing the accompanying proxy card and returning it promptly in the postage-paid envelope provided. If you attend the Annual Meeting, you may revoke your proxy by electronically voting during the Annual Meeting.