NYSE: JBGS

Certain terms used throughout this Annual Report on Form 10-K are defined under "Definitions" starting on page 3.

Our Strategy

We own, operate and develop mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and/or retail tenants. We believe that we are known for our creative deal-making and disciplined capital allocation skills as well as our development and value creation expertise.

Our capital allocation strategy remains anchored in our core objective: maximizing long-term 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 previous cycles, this has meant divesting low-cap-rate CBD office assets and reallocating capital into higher-yield multifamily development. Alternatively, during cycles marked by strong private-market demand, we have focused on monetizing multifamily assets — often at premiums to NAV — creating efficient sources of capital for opportunistic investments. This disciplined, return-driven approach enables us to continually recycle capital into opportunities we believe offer the strongest long-term NAV per share growth potential.

One of our approaches to value creation uses a series of complementary disciplines we call "Placemaking." Placemaking involves strategically mixing high-quality multifamily and commercial buildings with anchor, specialty and neighborhood retail in a high density, thoughtfully planned and designed public space. Through this process, we create synergies, and thus value, across those varied uses leading to unique, amenity-rich, walkable neighborhoods that are desirable and enhance tenant and investor demand. We believe our Placemaking approach will increase occupancy and rental rates in our portfolio, particularly with respect to our concentrated and extensive land and operating asset holdings in National Landing. National Landing, situated in Northern Virginia directly across the Potomac River from Washington, D.C., is the interconnected and walkable neighborhood that encompasses Crystal City, the eastern portion of Pentagon City and the northern portion of Potomac Yard. We believe National Landing is one of the region's best-located urban mixed-use communities due to its central location with proximity to the Pentagon, Amazon’s headquarters, Virginia Tech’s Innovation Campus and Reagan National Airport, and its large base of existing offices, apartments and hotels.

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; subject to demand therefore, the delivery of redeveloped and new office assets; amenity 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 food and beverage Placemaking projects in 2023: Water Park and Surreal. In 2024, we delivered two multifamily projects: The Grace and Reva with 808 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 complete 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-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

Amazon currently occupies two office buildings that we developed for them on Metropolitan Park in National Landing, totaling 2.1 million square feet, inclusive of approximately 50,000 square feet of street-level retail with shops and restaurants. We are the property manager and retail leasing agent for Amazon's headquarters at National Landing. In addition, as of December 31, 2025, we have leases with Amazon totaling approximately 357,000 square feet in two office buildings in National Landing.

We, alongside Amazon, Virginia Tech, and federal, state, and local governments plan to invest over $12.0 billion, including infrastructure investments, that will directly benefit National Landing. The infrastructure investments include: a Metro station (Potomac Yard) that opened in 2023, a new Metro entrance (Crystal Drive) currently under construction, a pedestrian bridge to Reagan National Airport; a new commuter rail station located between two of our Crystal Drive office assets; lowering of elevated sections of U.S. Route 1 that currently divide parts of National Landing to create better multimodal access and walkability; funding for the Virginia Tech Innovation Campus; and Long Bridge, the planned two-track rail connection between Washington, D.C. and National Landing.

We believe Virginia Tech's $1 billion Innovation Campus in National Landing is a powerful demand driver sitting adjacent to 1.3 million square feet of development density we own in National Landing and the Potomac Yard Metro station, all approximately one mile south of Amazon's headquarters. In January 2025, the first academic building opened, which includes Virginia Tech’s Institute for Advanced Computing. At this campus, Virginia Tech intends to create an innovation ecosystem by co-locating academic and private sector uses to accelerate research and development spending, as well as the commercialization of technology. The Innovation Campus, once fully built out, plans to host approximately 750 master students and 200 doctoral students.

The following are key components of our strategy:

Capitalize on Significant Demand Catalysts in National Landing. Almost 80.0% of our portfolio is located in National Landing. We expect tailwinds created by the Pentagon, Amazon, the Virginia Tech Innovation Campus and our Placemaking efforts to contribute to substantial growth from our Operating Portfolio and our 3.4 million square foot development pipeline in National Landing.

We believe that demand will continue to materialize at the critical intersection of defense and technology. Given historic increases in the U.S. defense spending, most recently the adoption of a $1.0 trillion defense budget, and robust foreign defense spending, we believe Northern Virginia – particularly National Landing due to its proximity to the Pentagon – is positioned to capture growing demand from defense-focused tenants. We believe that the Northern Virginia market, unlike the rest of the region, remains strongly aligned with the spending priorities of the current national defense policy, and that a mandate to remain competitive in defense and technology is likely one of the few truly bipartisan issues left in Washington. We expect the defense industry’s focus on both innovative new technology and weapons systems to drive demand to Northern Virginia, specifically National Landing, given the massive concentration of contractors located there.

In 2025, this expected demand was evidenced by the fact that 93% of our leasing activity in National Landing was with tenants in the defense and technology industries.

Stabilize Our Recently Delivered Multifamily Assets. As of December 31, 2025, we had 15 multifamily assets totaling 6,519 units (6,333 units at our share), which were 84.7% leased at our share. In 2024, we delivered The Grace and Reva with 808 multifamily units. In 2025, we delivered The Zoe and Valen with 775 multifamily units. As of December 31, 2025, these assets were 63.2% leased. In addition to the lease-up of these four towers, we expect our multifamily portfolio to benefit from the scarcity of new supply and the structurally limited inventory of new for-sale housing and resulting high home prices in the D.C. metropolitan area.

Realize Contractual Embedded Rent Growth and Drive Incremental NOI Growth Through the Lease-up of Our Office Portfolio. As of December 31, 2025, we had 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share), which were 77.5% leased at our share. We expect increases in annualized rent from (i) the commencement of signed but not yet commenced office and retail leases (as of December 31, 2025 we have $11.5 million of contractual annualized rent, most of which is expected to commence in 2026) and (ii) contractual rent escalators in our non-GSA office and retail leases, which are based on increases in the Consumer Price Index or a fixed percentage.

While the dramatic re-pricing of office buildings and demand for suburban housing sites continue to overlap, we expect vacancy rates in the broader market to decline as more inventory goes offline for conversion to other uses. This reduction in inventory should steadily drive down vacancy. In the absence of new construction (which generally remains prohibitively expensive), demand is likely to compress to the “best of the rest” as it resumes – a trend we see playing out real-time in the market, particularly among government contractors. In response to that trend, we are repositioning 2011 Crystal Drive, which will bring to National Landing a large-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby. These improvements are expected to drive leasing demand to not only 2011 Crystal Drive, but also our surrounding office buildings, tenants of which will all have access to this new amenity.

Given our leasing capabilities and tenant demand for the high-quality, amenitized space in National Landing, we believe that we are well-positioned to achieve internal growth from the lease-up of vacant space in this office portfolio.

Monetize Our Development Pipeline. As of December 31, 2025, we estimate that our development pipeline can support 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density: over 75.0% of this potential development density comprises multifamily projects predominately located in the National Landing submarket; and 100.0% of this potential development density is Metro-served. The estimated potential development densities and uses reflect our current business plans as of December 31, 2025 and are subject to change based on market conditions.

We continue to advance the design of our development pipeline. As construction costs and interest rates continue to normalize, we believe we are well-positioned with a compelling portfolio of shovel-ready growth opportunities to capitalize through land sales, ground leases, and joint ventures. In 2025, we entitled two obsolete office buildings in National Landing for conversion to multifamily and hospitality uses. Additionally, we successfully re-entitled two sites in Potomac Yard, the southernmost portion of National Landing, for lower density multifamily, including townhomes. Introducing complimentary uses, like hotels and townhomes, to National Landing supports the vibrant mixed-use environment we are building and provides the opportunity to monetize our land bank through asset sales. Notwithstanding market softness, trophy office vacancy in the region is less than 10%, driving the most quality selective tenants to explore new construction options. Whether through lease or sale, we believe we offer the fastest-to-market build-to-suit option in National Landing.

Pursue New Investment Opportunities through Disciplined Capital Allocation. A fundamental component of our strategy to maximize long-term NAV per share is disciplined capital allocation. We evaluate acquisitions, development, share repurchases, dispositions, equity issuances, and other investment decisions based on how they may impact long-term NAV per share. We continue to pursue new growth opportunities that align with our strategy and competitive advantages as a mixed-use owner, operator, and developer. We believe the current market dislocation is creating some of the most compelling office investment opportunities in nearly two decades, as demonstrated by our acquisitions of Tysons Dulles

Plaza and Dulles View this past year. Both our recent acquisitions and observed market trades of office properties at levels approaching historical land values strengthen our belief that the office sector presents a favorable risk-adjusted return profile in the current environment. We are actively evaluating additional investments with similar profiles, particularly where we can apply our proven mixed-use and development expertise to unlock long-term value. In parallel, we continue to explore opportunities to monetize our land bank and selectively recapitalize certain assets, generating incremental fee revenue and carried interest income through joint ventures with third-party investors.

Third-Party Services Business

Our third-party real estate services business provides fee-based real estate services to third parties, including LEO, our impact investment management platform.

We often retain management of properties we sell as part of our capital allocation strategy. These assets, while no longer owned by us, continue to generate third-party service fees. Purchasers continue to recognize our capabilities as a real estate operator, contributing to high success rates in the retention of property management.

We believe that the fees we earn in connection with providing these third-party services enhance our overall returns, provide additional scale and efficiency in our operating and development businesses and absorb a portion of the overhead and other administrative costs of our platform. This scale provides competitive advantages, including market knowledge, buying power and operating efficiencies across all product types. We also believe that our existing relationships arising out of our third-party real estate services business will continue to provide potential access to capital and new investment opportunities.

Competition

The commercial real estate markets in which we operate are highly competitive. We compete with numerous acquirers, developers, owners and operators of commercial real estate including other REITs, private equity investors, domestic and foreign financial institutions, life insurance companies, pension trusts, partnerships, and individual investors, many of which own or may seek to acquire or develop assets similar to ours in the same markets in which our assets are located. These competitors may have greater financial resources or access to capital than we do or be willing to acquire assets in transactions which are more highly leveraged or are less attractive from a financial viewpoint than we are willing to pursue, which may reduce the number of suitable investment opportunities available to us or increase pricing. Leasing is a major component of our business and is highly competitive. The principal means of competition in leasing are lease terms (including rent charged and tenant improvement allowances), location, services provided, and the nature and condition of the asset to be leased. If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets, in higher quality assets or offer better services, we may lose existing and potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when our tenants' leases expire.

Segment Data

We operate in the following business segments: multifamily, commercial and third-party real estate services. Financial information related to these business segments for each of the three years in the period ended December 31, 2025 is set forth in Note 20 to the consolidated financial statements.

Tax Status

We have elected to be taxed as a REIT under Sections 856-860 of the Code. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods.

Future distributions will be declared and paid at the discretion of our Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code and such other factors as our Board of Trustees deems relevant.

We also participate in the activities conducted by our subsidiary entities that have elected to be treated as TRSs under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. For additional information regarding our REIT status, see Item 9B "Other Information."

Significant Tenants

Only commercial leases with the U.S. federal government accounted for 10% or more of our total revenue as follows:

Year Ended December 31,

​ ​ ​

2025

​ ​ ​

2024

​ ​ ​

(Dollars in thousands)

Rental revenue from the U.S. federal government

$

56,899

$

64,958

$

64,439

Percentage of total revenue

11.4

%

11.9

%

10.7

%

For a further discussion of the risks related to the federal government as tenant, including the timing of potential lease renewals or terminations, see Item 1A "Risk Factors" - Risks Related to Our Business and Operations - We derive a significant portion of our revenue from U.S. federal government tenants, and we may face additional risks and costs associated with directly managing assets occupied by government tenants.

Sustainability

Our business values integrate environmental sustainability and strong governance practices throughout our operations and investment decisions. By investing in urban infill and transit-oriented development and strategically mixing high-quality multifamily and commercial buildings with public areas, retail spaces and walkable streets, we are working to define neighborhoods that deliver benefits to the environment and our community, as well as long-term value to our shareholders.

We remain committed to transparent reporting of sustainability financial and non-financial indicators. We intend to continue publishing an annual sustainability summary with key performance indicators that are aligned with the Global Reporting Initiative reporting framework, United Nations Sustainable Development Goals, Sustainability Accounting Standards Board Standards and recommendations set forth by the Task Force on Climate-Related Financial Disclosures. Our detailed sustainability information, including our strategy, key performance targets and indicators, annual absolute comparisons, achievements and historical sustainability reports are available on our website at https://www.JBGSMITH.com/About/Sustainability. All energy, water, waste and greenhouse gas emissions data in our sustainability report are third-party, limited assurance verified following ISO 14064-3. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Our sustainability team works directly with our business units to integrate our sustainability principles throughout our operations and investment processes. Our sustainability team is responsible for leading annual reporting efforts, maintaining building certifications, energy, water and waste benchmarking, sustainability strategy development, and implementation and coordination with industry and community partners.

Energy and Water Efficiency and Management

We believe that the efficient use of natural resources will result in sustainable long-term value and mitigate climate-related risks. By 2030, we aim to reduce: energy consumption 25%, predicted energy consumption 25%, water consumption 40% and greenhouse gas emissions (Scope 1 and 2) 35%. Further, by 2030, we have committed to increase waste diversion to 40% and verify assets using green building certifications across our Operating Portfolio and development pipeline. We achieve this improvement through real time energy use monitoring and capital investments in energy and water saving projects. We report progress on these commitments annually in our sustainability summary.

We use green building certifications as a verification tool across our portfolio. These certifications demonstrate our commitment to green, smart, and healthy buildings and verify predicted operational performance. We seek to benchmark 100% of our assets to help inform capital improvement projects. As of December 31, 2025:

● 96% of all operating assets, based on square footage, have earned at least one green building certification:

o 3.1 million square feet of LEED Certified Multifamily Space (61%)

o 5.2 million square feet of LEED Certified Commercial Space (76%)

o 1.8 million square feet of ENERGY STAR Certified Multifamily Space (36%)

o 2.5 million square feet of ENERGY STAR Certified Commercial Space (36%)

o 6.2 million square feet of BOMA 360 Certified Commercial Space (89%)

● 99.6% of our operating assets' energy and water use are benchmarked

Climate Change Resilience

We take climate change and the associated risks seriously, and we are committed to managing and avoiding the impacts of climate change using science to inform action. We stand with our communities, tenants and shareholders in supporting meaningful solutions that address this global challenge. To develop a more informed view of future climate conditions and further our understanding of the direct climate-related risks to our properties, we periodically conduct a climate-related risk assessment (both acute and chronic risks across our operating assets and development pipeline) which addresses both physical and transition climate risk factors, and estimates the financial implications of those modeled risks at the asset level.

Climate Change Risk Management Strategy

We have aligned our climate-related disclosures with the recommendations of the TCFD. As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and coastal flooding), and transition risks associated with climate change include policy and legal risks, market and reputation-related risks and decarbonization technology risks.

Our most recent assessment of climate change risk relied on S&P Global Inc.'s Climanomics modeling tool. The Climanomics methodology projects portfolio level risk exposure as well as individual asset risk exposure over four reference scenarios, or representative concentration pathways, established by the Intergovernmental Panel on Climate Change and across a range of time horizons through 2100. Climanomics’ primary output is a risk exposure metric called MAAL. This value is presented as both absolute MAAL ($ in millions) and relative MAAL (% of total asset or portfolio value). We intend to conduct periodic climate-related risk assessments as the composition of our portfolio changes.

Our periodic assessments include all in-service assets, and our development pipeline and landholdings, and included climate events such as hurricane, wildfire, temperature extremes, water stress, drought, and pluvial, fluvial and coastal flooding. The assessment of our portfolio identified pluvial (urban flooding) and coastal flooding and temperature extremes (heat stress) as top hazards. We currently have no properties in a Federal Emergency Management Agency hazard designated area.

Asset-Level Risk Management

We are managing transition risks by benchmarking energy and water consumption, carbon emissions and waste performance at the asset level and review this information with asset management and operations teams quarterly. As a leader in green building, we will continue to make capital investments that enhance building performance and tenant comfort, energy and water efficiency, on-site renewable energy and other decarbonization strategies. We work with our insurance team to benchmark resilience features and develop adaptations for short-term horizons. In 2025, we developed risk mitigation and physical resilience plans for all assets taking into account the outputs from the Climanomics tool.

Social Responsibility

We believe the economic strength of our region is central to sustaining the long-term value of our portfolio. We are committed to the economic development of the Washington D.C. metropolitan area through continued investment in our projects and local communities. We recognize, however, that new development can foster challenging growth dynamics. We strive to work alongside community members, leaders, and local and federal governments to appropriately respond to these challenges.

LEO, our workforce housing platform dedicated to acquiring, financing and operating multifamily housing in high impact neighborhoods to preserve affordability for middle-income residents, manages the WHI Impact Pool and the LEO Impact Housing Fund. The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million, and has closed $84.4 million in financing related to the purchase of residential communities containing 3,136 units through December 31, 2025. Additionally, LEO had an initial closing of its multi-market fund, the LEO Impact Housing Fund, totaling $43.5 million ($64.5 million including accordions), which included a commitment from us of $1.3 million, and has closed on its first investment, a 144-unit property in Charlotte, North Carolina, which included a $9.0 million equity investment from LEO. As of December 31, 2025, our remaining unfunded commitments totaled $1.5 million.

To learn more about our sustainability initiatives and performance, please visit https://www.JBGSMITH.com/About/Sustainability and download our Sustainability Report. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Equal Employment Opportunity

We are committed to a merit-based human capital management strategy that is aimed at attracting, retaining and developing the best talent in the industry. See "Human Capital" below for further discussion.

Governance

We are engaged in addressing sustainability matters, including climate-related matters, at all levels of our organization. Management’s role in overseeing, assessing, and managing climate-related risks, opportunities and initiatives is integrated throughout our business units. We have a dedicated team of sustainability professionals focused on sustainability matters that coordinate and collaborate across business units and with our Board of Trustees and management, and which advises on environmental sustainability matters and develops and implements related initiatives.

Regulatory Matters

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances or petroleum products on, under or from that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence or release of hazardous or toxic substances or petroleum products, and the liability may be joint and several. The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell, operate, or develop the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our current and former assets, we may be potentially liable for these costs. The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental noncompliance or contamination becomes insolvent. The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i)

expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the contaminant's presence can have adverse effects on operations and the redevelopment of our assets. To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Our operations and assets, and the operations of our tenants, are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. The cost to comply with such requirements may be significant and if we fail to comply with such requirements, we could be subject to significant fines. Moreover, environmental requirements have and may continue to become increasingly stringent, and our costs or operating restrictions may increase as a result.

Affordable Housing and Tenant Protection Regulations

Certain states and municipalities have adopted laws and regulations imposing restrictions on the timing or amount of rent increases and other tenant protections. As of December 31, 2025, approximately 5% of the multifamily units in our Operating Portfolio were designated as affordable housing. In addition, Washington, D.C. has laws that require, in certain circumstances, an owner of a multifamily rental property to allow tenant organizations the option to purchase the building at a market price if the owner attempts to sell the property. We expect to continue operating and acquiring assets in areas that either are subject to these types of laws or regulations or where such laws or regulations may be enacted in the future. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could make it more difficult for us to dispose of assets in certain circumstances.

The Americans with Disabilities Act and other Federal, State and Local Regulations

The ADA generally requires that public buildings, including our assets, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our assets, including the removal of access barriers, it could have a material adverse effect on us.

Additionally, our assets are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards.

We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

Regulation Related to Government Tenants

As discussed above, the U.S. federal government is a significant tenant. Lease agreements with 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 regulations related to anti-kickback procedures, examination of records, audits and records, equal opportunity provisions, prohibition against segregated facilities, certain executive orders, subcontractor cost or pricing data, and certain provisions intending to assist small businesses. We directly manage assets with federal government agency tenants, which subjects us to additional risks associated with compliance with applicable federal rules and regulations. 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 in regulation could increase our costs, which could have a material adverse effect on us.

Human Capital

Our headquarters is located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814. As of December 31, 2025, we had 596 employees.

We believe that our talent is our competitive advantage. To that end, we focus on talent development, succession planning and pay-for-performance. We utilize talent management practices in the broadest sense to create an engaging workplace experience for our employees, where they feel valued, respected and supported. We are keenly focused on the employee experience and want every person to feel respected for what makes them unique. We aim to ensure that all employees experience growth, belonging, and purpose at work and support this through a variety of policies, practices and activities throughout the year. At the same time, our core values provide a sound structure for finding common ground and working together as a team to deliver the best possible outcomes to our stakeholders.

We offer our employees an environment that enables them to experience the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes. We provide ample opportunities for employees to make meaningful connections with their co-workers and to give back to our communities. In addition, we are proud to have been recognized a "Top Workplace" several times in past years and are focused on providing a positive employee experience to ensure that we remain an employer of choice.

We continually invest in our employee population, ensuring our employee experience more broadly continues to help us attract and retain the best talent in the industry. The list below is a sampling of offerings that help create a compelling work environment for our employees:

● Streamlined annual performance reviews

● Employee share purchase plan

● Hybrid / flexible work schedules

● Flexible paid time off

● Town halls where senior management updates the entire team on recent progress and other important matters

● Mentorship, professional development, and coaching programs to develop and retain talent

● Employee referral program

● Generous company subsidy on health-related benefits

● Lunches with leaders

● Volunteer opportunities

In addition to the above, we have a strong pay-for-performance culture. We want our employees to feel aligned with our company vision and values and enabled to grow in their careers. To that end, we have a strong track record of promoting from within. Consequently, the opportunities for growth and development also help to keep our population engaged and motivated.

With an ongoing focus on our three strategic pillars – (i) employee development, (ii) engagement and (iii) recruiting – we have made additional progress and have continued to drive cultural and behavioral change. We encourage a wide variety of perspectives, views and ideas in our workforce. We pride ourselves on our strong, collaborative culture, and we strive to create a supportive and healthy work environment for our employees, which helps us continue to attract innovators to our organization and to ensure our future success.

Available Information

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge through our website (https://www.JBGSMITH.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain financial measures not in compliance with GAAP, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Exchange Act are also available free of charge from us, upon request.